ASSISTED LIVING CONCEPTS INC
SC 13G/A, 1996-08-08
SOCIAL SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                  SCHEDULE 13G


                    Under the Securities Exchange Act of 1934

                        (Amendment No. 3)*




                         Assisted Living Concepts, Inc.
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    04543L109
- --------------------------------------------------------------------------------
                                 (CUSIP Number)




Check the following box if a fee is being paid with this  statement [ ]. (A fee 
is not required only  if  the filing  person:  (1) has a previous  statement on 
file  reporting  beneficial  ownership of more than five percent of the class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7).

*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 the
disclosures provided in a prior cover page.

The information required in 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).

                               CUSIP NO. 04543L109
- --------------------------------------------------------------------------------

(1)     Names of Reporting Persons.  S.S. or I.R.S. Identification Nos. of Above
        Persons:  Palisade Capital Management, L.L.C., Tax ID #: 22-3330049
- --------------------------------------------------------------------------------

(2)     Check the Appropriate Box if a Member of a Group (See Instructions) (a)
        (b)
- --------------------------------------------------------------------------------

(3)     SEC Use Only
- --------------------------------------------------------------------------------

(4)     Citizenship or Place of Organization:  New Jersey
- --------------------------------------------------------------------------------

Number of Shares Beneficially Owned by Each          (5) Sole Voting
      Reporting Person With                              Power:          381,897
                                                     (6) Shared Voting
                                                         Power:            --
                                                     (7) Sole Dispositive
                                                         Power:          381,897
                                                     (8) Shared Dispositive
                                                         Power:            --
- --------------------------------------------------------------------------------

(9)     Aggregate Amount Beneficially Owned by Each Reporting Person:   
        381,897 (includes 299,997 shares reporting person has right to  acquire 
        upon conversion of convertible debentures).
- --------------------------------------------------------------------------------

(10)    Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
        Instructions)
- --------------------------------------------------------------------------------

(11)    Percent of Class Represented by Amount in Row (9):  7.46%
- --------------------------------------------------------------------------------

(12)     Type of Reporting Person (See Instructions):   IA
- --------------------------------------------------------------------------------

Item 1(a).  Name Of Issuer:  Assisted Living Concepts, Inc.
- --------------------------------------------------------------------------------

Item 1(b).  Address of Issuer's Principal Executive Offices: 
            9955 S.E. Washington, Suite 201, Portland, OR 97216
- --------------------------------------------------------------------------------

Item 2(b).  Address of Principal Business Office or, if None, Residence:  
            One Bridge Plaza, Suite 695, Fort Lee,  NJ 07024
- --------------------------------------------------------------------------------

Item 2(c).  Citizenship:  New Jersey
- --------------------------------------------------------------------------------

Item 2(d).  Title of Class of Securities:  Common Stock
- --------------------------------------------------------------------------------

Item 2(e).  CUSIP No.:  04543L109
- --------------------------------------------------------------------------------

Item 3.  If This Statement Is Filed Pursuant to Rules 13d-1(b), or 13d-2(b), 
         check whether the Person Filing is a

         (a)  [  ] Broker or Dealer registered under Section 15 of the Act.

         (b)  [  ] Bank as defined in Section 3(a)(6) of the Act.

         (c)  [  ] Insurance company as defined in Section 3(a)(19) of the Act.

         (d)  [  ] Investment Company registered under section 8 of the 
                   Investment Company Act.

         (e)  [ X] Investment Adviser registered under Section 203 of the 
                   Investment Advisers Act of 1940.

         (f)  [  ] Employee  Benefit  Plan,  Pension  Fund  which is subject to 
                   the  provisions  of the  Employee Retirement Income Security 
                   Act of 1974 or Endowment fund; see Rule 13d-1(b)(1)(ii)(H).

         (g)  [  ] Parent Holding Company, in accordance with 
                   Rule 13d-1(b)(ii)(G) (Note:  See Item 7).

         (h)  [  ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H).


Item 4.  Ownership

         (a)      Amount Beneficially Owned (as of July 31, 1996)

                  381,897  (includes  299,997  shares  reporting  person  has 
                  right to acquire upon  conversion  of convertible debentures)

         (b)      Percent of Class (as of July 31, 1996):

                  7.46%

         (c)      Number of Shares as to which such person has:

                 (i)  sole power to vote or to direct the vote    381,897

                 (ii) shared power to vote or to direct the vote       --

                (iii) sole power to dispose or to direct the disposition of 
                      381,897

                (iv)  shared power to dispose or to direct the disposition of --


Item 5.  Ownership of Five Percent or Less of a Class

         If  this  statement is  being filed  to report the fact that as of the 
date hereof the  reporting  person has ceased to  be  the  beneficial  owner of 
more  than  five  percent  of  the  class of  securities,  check  the  following
[        ].

Item 6.  Ownership of More Than Five Percent on Behalf of Another Person

     The shares beneficially owned by the reporting person are held on behalf of
the reporting  person's  clients in accounts over which the reporting person has
complete investment discretion.  No other person has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
such shares. No other person's interest relates to more than five percent of the
class. No client account contains more than five percent of the class.

Item 7.  Identification  and Classification of the Subsidiary Which Acquired the
         Security Being Reported on by the Parent Holding Company. N/A

Item 8.  Identification and Classification of Members of the Group.    N/A

Item 9.  Notice of Dissolution of Group.   N/A



Item 10.  Certification

     By signing  below I certify  that,  to the best of my knowledge and belief,
the  securities  referred  to above  were  acquired  in the  ordinary  course of
business  and were not acquired for the purpose of and do not have the effect of
changing or  influencing  the control of the issuer of such  securities and were
not acquired in connection  with or as a participant in any  transaction  having
such purposes or effect.

     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.


                                               August 8, 1996
                                               __________________________
                                               (Date)


                                                /s/Steven E. Berman
                                                _________________________
                                                (Signature)



                                                Steven E. Berman/Member
                                                ________________________
                                                Steven E. Berman/Member
                                                (Name/Title)




                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                  SCHEDULE 13G


                    Under the Securities Exchange Act of 1934

                                (Amendment No. )*




                         Assisted Living Concepts, Inc.
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    04543L109
- --------------------------------------------------------------------------------
                                 (CUSIP Number)




Check the following box if a fee is being paid with this  statement  |X|. (A fee
is not required only if the filing person:  (1) has a previous statement on file
reporting  beneficial  ownership  of more  than  five  percent  of the  class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7).

*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 the
disclosures provided in a prior cover page.

The information required in 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).



                               CUSIP NO. 04543L109
- --------------------------------------------------------------------------------

(1)     Names of Reporting Persons.  S.S. or I.R.S. Identification Nos. of Above
        Persons:  Palisade Capital Management, L.L.C., Tax ID #: 22-3330049
- --------------------------------------------------------------------------------

(2)     Check the Appropriate Box if a Member of a Group (See Instructions) (a)
        (b)
- --------------------------------------------------------------------------------

(3)     SEC Use Only
- --------------------------------------------------------------------------------

(4)     Citizenship or Place of Organization:  New Jersey
- --------------------------------------------------------------------------------

Number of Shares Beneficially Owned by Each          (5) Sole Voting
      Reporting Person With                              Power:          517,000
                                                     (6) Shared Voting
                                                         Power:               --
                                                     (7) Sole Dispositive
                                                         Power:          517,000
                                                     (8) Shared Dispositive
                                                         Power:               --
- --------------------------------------------------------------------------------

(9)     Aggregate Amount Beneficially Owned by Each Reporting Person:    517,000
- --------------------------------------------------------------------------------

(10)    Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
        Instructions)
- --------------------------------------------------------------------------------

(11)    Percent of Class Represented by Amount in Row (9):  17.2%
- --------------------------------------------------------------------------------

(12)     Type of Reporting Person (See Instructions):   IA
- --------------------------------------------------------------------------------


<PAGE>




Item 1(a).  Name Of Issuer:  Assisted Living Concepts, Inc.
- --------------------------------------------------------------------------------

Item 1(b).  Address of Issuer's Principal Executive Offices:  
            10570 S.E. Washington, Suite 213, Portland, OR  97216
- --------------------------------------------------------------------------------

Item 2(a).  Name of Person Filing:  Palisade Capital Management, L.L.C.*

   * The  shares  reflected in this Schedule were formerly  included in a report
     filed by the  Whiffletree  Division  of  Smith Barney. Effective April 10, 
     1995, the client accounts for which the shares of the Issuer were acquired 
     were  transferred  to the reporting person.
- --------------------------------------------------------------------------------

Item 2(b).  Address of Principal Business Office or, if None, Residence:  
            One Bridge Plaza, Suite 695, Fort Lee, NJ 07024
- --------------------------------------------------------------------------------

Item 2(c).  Citizenship:  New Jersey
- --------------------------------------------------------------------------------

Item 2(d).  Title of Class of Securities:  Common Stock
- --------------------------------------------------------------------------------

Item 2(e).  CUSIP No.:  04543L109
- --------------------------------------------------------------------------------

Item 3.  If This  Statement  Is  Filed Pursuant to Rules 13d-1(b), or 13d-2(b), 
         check whether the Person Filing is a

         (a)  [ ]  Broker or Dealer registered under Section 15 of the Act.

         (b)  [  ] Bank as defined in section 3(a)(6) of the Act.

         (c)  [  ] Insurance company as defined in section 3(a)(19) of the Act.

         (d)  [  ] Investment Company registered under section 8 of the 
                   Investment Company Act.

         (e)  [ X] Investment  Adviser  registered  under  section  203 of  the 
                   Investment  Advisers  Act of 1940.

         (f)  [  ] Employee  Benefit  Plan,  Pension  Fund which is subject to 
the  provisions  of  the  Employee   Retirement  Income Security Act of 1974 or 
Endowment fund; see Rule 13d-1(b)(1)(ii)(H).

         (g)  [  ] Parent Holding Company, in accordance with Rule 
                   13d-1(b)(ii)(G) (Note:  See Item 7).

         (h)  [  ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H).

Item 4.  Ownership

         (a)      Amount Beneficially Owned (as of April 10, 1995)

                  517,000

         (b)      Percent of Class (as of April 10, 1995):

                  17.2%

         (c)      Number of Shares as to which such person has:

                 (i)   sole power to vote or to direct the vote    517,000

                 (ii)  shared power to vote or to direct the vote       --

                (iii)  sole power to dispose or to direct the disposition of
                       517,000

                 (iv)  shared power to dispose or to direct the disposition of--

Item 5.  Ownership of Five Percent or Less of a Class

         If this statement is being filed to report the fact that as of the date
hereof the reporting  person has ceased to be the beneficial  owner of more than
five percent of the class of securities, check the following [ ].

Item 6.  Ownership of More Than Five Percent on Behalf of Another Person

         The  shares  beneficially  owned by the  reporting  person  are held on
behalf of the  reporting  person's  clients in accounts over which the reporting
person has  complete  investment  discretion.  No other  person has the right to
receive or the power to direct the receipt of  dividends  from,  or the proceeds
from the sale of, such shares.  No other person's  interest relates to more than
five percent of the class. No client account  contains more than five percent of
the class.

Item 7.  Identification  and  Classification of the Subsidiary Which Acquired 
         the Security Being Reported on by the Parent Holding Company.    N/A

Item 8.  Identification and Classification of Members of the Group    N/A

Item 9.  Notice of Dissolution of Group   N/A

Item 10.  Certification

         By  signing  below I  certify  that,  to the best of my  knowledge  and
belief, the securities referred to above were acquired in the ordinary course of
business  and were not acquired for the purpose of and do not have the effect of
changing or  influencing  the control of the issuer of such  securities and were
not acquired in connection  with or as a participant in any  transaction  having
such purposes or effect.

         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.


                                   May 2, 1996
                                  __________________________________
                                  (Date)


                                   /s/ Mark S. Hoffman
                                  ___________________________________
                                  (Signature)



                                  Mark S. Hoffman/Member
                                  ___________________________________
                                  Name/Title)




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