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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Assisted Living Concepts, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
04543L 10 9
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(CUSIP Number)
American Retirement Corporation
111 Westwood Place, Suite 402
Brentwood, TN 37027
Attn: W. E. Sheriff
(615) 221-2250
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 31, 1999
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 04543L 10 9 13D
- --------------------------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
American Retirement Corporation
IRS Employer Identification No.: 62-1674303
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
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14 TYPE OF REPORTING PERSON
CO
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ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, par value $.01 per share
(the "Common Stock"), of Assisted Living Concepts, Inc, a Nevada corporation
(the "Issuer"). The principal executive offices of the Issuer are located at
11835 NE Glenn Widing Drive, Building E, Portland, OR 97220.
ITEM 2. IDENTITY AND BACKGROUND.
This schedule 13D is filed on behalf of American Retirement
Corporation, a Tennessee corporation (the "Filing Person"), with its principal
office and business located at 111 Westwood Place, Suite 402, Brentwood, TN
37027. The principal business of the Filing Person is providing senior living
and health care services.
Information concerning the executive officers and directors of the
Filing Person and the persons controlling the Filing Person, if any, is set
forth in Schedule A to this Schedule 13D and is incorporated herein by
reference. Unless otherwise set forth in Schedule A, each of the executive
officers and directors of the Filing Person is a citizen of the United States.
Neither the Filing Person nor, to the best of its knowledge, any person named in
Schedule A to this statement, during the last five years (i) has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
nor (ii) was a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree, or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On November 18, 1998, the Filing Person, Pioneer Merger Corporation, a
Tennessee corporation and a wholly-owned subsidiary of the Filing Person
("Pioneer"), and the Issuer entered into an Agreement and Plan of Merger (the
"Merger Agreement"). In accordance with the terms of the Merger Agreement,
Pioneer would have merged (the "Merger") with and into the Issuer, with the
Issuer being the surviving corporation. Concurrently with the execution of the
Merger Agreement, the Filing Person and the Issuer entered into a Cross Option
Agreement (the "Cross Option Agreement"), granting each other the right to
purchase 14.9% of the then issued and outstanding shares of common stock of the
other entity, exercisable upon the occurrence of certain events.
On January 31, 1999, the Filing Person, Pioneer, and the Issuer entered
into a Termination and Release Agreement (the "Termination Agreement") whereby
they terminated the Merger Agreement and the Cross Option Agreement.
ITEM 4. PURPOSE OF TRANSACTION.
(a)-(j) See Item 3.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
(a) and (b) See Item 3. Concurrently with the execution of the Merger
Agreement and the Cross Option Agreement, the Filing Person and certain
shareholders of the Issuer entered into Shareholder Voting Agreements (the
"Voting Agreements") pursuant to which such shareholders appointed the Filing
Person as his
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or her proxy to vote the shares of Common Stock owned by them for approval of
the Merger. Each of the Voting Agreements provided that such Voting Agreement
would terminate automatically in the event of a termination of the Merger
Agreement. On January 31, 1999, the Filing Person, Pioneer, and the Issuer
entered into the Termination Agreement, which terminated the Voting Agreements.
(c)-(e) N/A
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
See Items 3 and 5.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 3 Termination and Release Agreement, dated January 31, 1999,
among American Retirement Corporation, Pioneer Merger
Corporation, and Assisted Living Concepts, Inc. (Incorporated
by Reference to Exhibit 2.1 of the Current Report on Form 8-K
filed by American Retirement Corporation on February 1, 1999,
File No. 01-13031).
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete, and
correct.
/s/ George T. Hicks
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George T. Hicks
Executive Vice President -- Finance;
Chief Financial Officer
Date: February 3, 1999
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SCHEDULE A
AMERICAN RETIREMENT CORPORATION.
Listed below are the directors and executive officers of American
Retirement Corporation. The business address of American Retirement Corporation,
111 Westwood Place, Suite 402, Brentwood, TN 37027.
<TABLE>
<CAPTION>
Principal Occupation and Name
Business and Address of
Name Title Employer
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<S> <C> <C>
W. E. Sheriff* Chairman and Chief Executive American Retirement
Officer and Director Corporation
111 Westwood Place, Suite 402
Brentwood, TN 37027
Christopher J. Coates* President, Chief Operating American Retirement
Officer, and Director Corporation
111 Westwood Place, Suite 402
Brentwood, TN 37027
H. Todd Kaestner* Executive Vice President - American Retirement
Corporate Development Corporation
111 Westwood Place, Suite 402
Brentwood, TN 37027
George T. Hicks* Executive Vice President - American Retirement
Finance, Chief Financial Corporation
Officer, Treasurer and 111 Westwood Place, Suite 402
Secretary Brentwood, TN 37027
James T. Money* Executive Vice President - American Retirement
Development Services Corporation
111 Westwood Place, Suite 402
Brentwood, TN 37027
Frank L. Herold* Executive Vice President American Retirement
Corporation
1401 Manatee Avenue West
Suite 800
Bradenton, Florida 34205
Tom G. Downs* Senior Vice President - American Retirement
Operations Corporation
111 Westwood Place, Suite 402
Brentwood, TN 37027
Lee A. McKnight* Senior Vice President - American Retirement
Marketing Corporation
111 Westwood Place, Suite 402
Brentwood, TN 37027
</TABLE>
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<TABLE>
<S> <C> <C>
H. Lee Barfield Director Bass, Berry & Sims PLC,
Member (law firm)
2700 First American Center
Nashville, TN 37238
Jack O. Bovender, Jr. Director Columbia/HCA Healthcare
Corporation, President and Chief
Operating Officer, One Park
Plaza, Nashville, TN 37203
Frank M. Bumstead Director Flood, Bumstead, McCready &
McCarthy, Inc., President
(business management) 1700
Hayes Street, Suite 304,
Nashville, TN 37212
Robin G. Costa Director Maddox Companies, Chief
Operating Officer (oil and gas
exploration and real estate
development and investment),
3833 Cleghorn, Suite 400,
Nashville, TN 37215
Clarence Edmonds Director Massey Companies, Vice
President (investment services),
5123 Virginia Way, Suite B-22,
Brentwood, TN 37027
John A. Morris, Jr., M. D. Director Vanderbilt University School of
Medicine, Professor of Surgery
and Director of Division of
Trauma and Critical Care, 243
Medical Center South, 2100
Pierce Avenue, Nashville, TN
37212
Daniel K. O'Connell Director Retired, 5133 NW 93rd Doral
Way, Miami, FL 33178
Nadine C. Smith Director Enidan Capital Partners, L.P.,
President and Chief Executive
Officer (investment company),
440 Sand Ranch, Rt. 1, Box
180A, Aubrey, TX 76227
</TABLE>
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<TABLE>
<S> <C> <C>
Robert G. Roskamp Director Freedom Brandywine, LLC,
Manager (ownership and
development of senior living
communities), 1401 Manatee
Avenue West, Suite 800,
Bradenton, FL 34205
Lawrence J. Stuesser Director Computer People, Inc., President
and Chief Executive Officer
(information technology
professional services and
staffing), 125 Jeffrey Avenue,
Holliston, MA 01746
</TABLE>
To the knowledge of the Filing Person, none of the directors and/or executive
officers listed above own shares of Common Stock of the Issuer. Those names
marked with an asterisk are employed solely by the Filing Person.
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