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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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)
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
Page 1 of 9
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CUSIP No. 04543L-10-9
1. Names of Reporting Persons.
LTC PROPERTIES, INC.
2. Check the appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
MARYLAND
Number of 5. Sole Voting Power: 853,389 shares.
Shares Bene- 6. Shared Voting Power: -0- shares .
ficially by 7. Sole Dispositive Power: 853,389 shares.
Owned by Each 8. Shared Dispositive Power: -0- shares .
Reporting
Person With:
9. Aggregate Amount Beneficially Owned by Each Reporting Person
853,389 shares (See Item 4)
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions): N/A
11. Percent of Class Represented by Amount in Row (9)
4.7%
12. Type of Reporting Person (See Instructions)
CO
Page 2 of 9
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CUSIP No. 04543L-10-9
1. Names of Reporting Persons.
LTC HEALTHCARE, INC.
2. Check the appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
NEVADA
Number of 5. Sole Voting Power: 145,421 shares.
Shares Bene- 6. Shared Voting Power: -0- shares .
ficially by 7. Sole Dispositive Power: 145,421 shares.
Owned by Each 8. Shared Dispositive Power: -0- shares .
Reporting
Person With:
9. Aggregate Amount Beneficially Owned by Each Reporting Person
145,421 shares (See Item 4)
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions): N/A
11. Percent of Class Represented by Amount in Row (9)
0.8%
12. Type of Reporting Person (See Instructions)
CO
Page 3 of 9
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CUSIP No. 04543L-10-9
1. Names of Reporting Persons.
ANDRE C. DIMITRIADIS
2. Check the appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
UNITED STATES
Number of 5. Sole Voting Power: 49,921 shares.
Shares Bene- 6. Shared Voting Power: -0- shares .
ficially by 7. Sole Dispositive Power: 49,921 shares.
Owned by Each 8. Shared Dispositive Power: -0- shares .
Reporting
Person With:
9. Aggregate Amount Beneficially Owned by Each Reporting Person
49,921 shares (See Item 4)
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions): N/A
11. Percent of Class Represented by Amount in Row (9)
0.3%
12. Type of Reporting Person (See Instructions)
IN
Page 4 of 9
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CUSIP No. 04543L-10-9
1. Names of Reporting Persons.
JAMES J. PIECZYNSKI
2. Check the appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
UNITED STATES
Number of 5. Sole Voting Power: 11,514 shares.
Shares Bene- 6. Shared Voting Power: -0- shares .
ficially by 7. Sole Dispositive Power: 11,514 shares.
Owned by Each 8. Shared Dispositive Power: -0- shares .
Reporting
Person With:
9. Aggregate Amount Beneficially Owned by Each Reporting Person
11,514 shares (See Item 4)
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions): N/A
11. Percent of Class Represented by Amount in Row (9)
0.1%
12. Type of Reporting Person (See Instructions)
IN
Page 5 of 9
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ITEM 1.
a) Assisted Living Concepts, Inc.
b) 11835 N.E. Glenn Widing Drive, Bldg. E
Portland, Oregon 97220-9057
ITEM 2.
(a) LTC Properties, Inc.
LTC Healthcare, Inc.
Andre C. Dimitriadis
James J. Pieczynski
(b) 300 Esplanade Drive, Suite 1860
Oxnard, California 93030
(c) LTC Properties, Inc., is a Maryland corporation. LTC Healthcare, Inc.,
is a Nevada corporation. Messrs. Dimitriadis and Pieczynski are citizens
of the United States.
(d) Common Stock
(e) 04543L-10-9
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO Sections 240.13d-1(b) or
240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
Not applicable
ITEM 4. OWNERSHIP
The information in items 1 and 5-11 on the cover pages (pages 2-5) of this
statement on Schedule 13G is hereby incorporated by reference.
Of the 853,389 shares beneficially owned by LTC Properties, Inc. and
reported on this statement, 693,177 shares represent shares that may be
acquired on the conversion of $15,645,000 face principal amount of the
issuer's 6% Convertible Subordinated Debentures due November 2002 and the
remaining 160,212 shares represent shares that may be acquired on the
conversion of $4,195,000 face principal amount of the issuer's 5-5/8%
Convertible Subordinated Debentures due May 2003.
Of the 145,421 shares beneficially owned by LTC Healthcare, Inc. and
reported on this statement, 114,574 shares represent shares that may be
acquired on the conversion of $3,000,000 face principal amount of the
issuer's 5-5/8% Convertible Subordinated Debentures due May 2003.
Of the 49,921 shares beneficially owned by Andre C. Dimitriadis and
reported on this statement, 6,645 shares represent shares that may be
acquired on the conversion of $150,000 face principal amount of the issuer's
6% Convertible Subordinated Debentures due November 2002 and 15,276 shares
represent shares that may be acquired on the conversion of $400,000 face
principal amount of the issuer's 5-5/8% Convertible Subordinated Debentures
due May 2003.
Of the 11,514 shares beneficially owned by James J. Pieczynski and
reported on this statement, 3,819 shares represent shares that may be acquired
on the conversion of $100,000 face principal amount of the issuer's 5-5/8%
Convertible Subordinated Debentures due May 2003.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable.
Page 6 of 9
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ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
Page 7 of 9
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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.
April 16, 1999
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Date
LTC HEALTHCARE INC.,
a Nevada corporation
/s/ James J. Pieczynski
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James J. Pieczynski,
President and Chief Financial Officer
LTC PROPERTIES, INC.,
a Maryland corporation
/s/ James J. Pieczynski
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James J. Pieczynski,
President and Chief Financial Officer
/s/ Andre C. Dimitriadis
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ANDRE C. DIMITRIADIS
/s/ James J. Pieczynski
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JAMES J. PIECZYNSKI
Page 8 of 9
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EXHIBIT 1
JOINT FILING AGREEMENT
This will confirm the agreement by and among all the undersigned that the
Schedule 13D, and any amendments thereto with respect to the beneficial
ownership by the undersigned of shares of Assisted Living Concepts, Inc. is
being filed on behalf of each of the undersigned. This Agreement may be executed
in counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
Date: April 16, 1999
LTC HEALTHCARE INC.,
a Nevada corporation
/s/ James J. Pieczynski
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James J. Pieczynski,
President and Chief Financial Officer
LTC PROPERTIES, INC.,
a Maryland corporation
/s/ James J. Pieczynski
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James J. Pieczynski,
President and Chief Financial Officer
/s/ Andre C. Dimitriadis
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ANDRE C. DIMITRIADIS
/s/ James J. Pieczynski
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JAMES J. PIECZYNSKI
Page 9 of 9
