UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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ASSISTED LIVING CONCEPTS, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
04543L109
(CUSIP Number)
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David A. Persing, Esq.
885 Third Avenue
34th Floor
New York
New York 10022
Tel. No.: (212) 888-5500
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
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November 30, 1999
(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
statement because of Rule 13d-1(b)(3) or (4), check the following box [ ].
<PAGE>
SCHEDULE 13D
CUSIP No. 04543L109 Page 2 of 11
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tempe Wick Investments L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 1,100,000
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON --
WITH
9 SOLE DISPOSITIVE POWER
1,100,000
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,100,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
14 TYPE OF REPORTING PERSON
PN
Page 2 of 11
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SCHEDULE 13D
CUSIP No. 04543L109 Page 3 of 11
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JWA Investments Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 1,200,000
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON --
WITH
9 SOLE DISPOSITIVE POWER
1,200,000
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,200,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
14 TYPE OF REPORTING PERSON
CO
Page 3 of 11
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SCHEDULE 13D
CUSIP No. 04543L109 Page 4 of 11
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John W. Adams
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 1,200,000
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON --
WITH
9 SOLE DISPOSITIVE POWER
1,200,000
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,200,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
14 TYPE OF REPORTING PERSON
IN
Page 4 of 11
<PAGE>
Item 1. Security and Issuer.
This Schedule relates to shares of Common Stock, par value $.01 per
share (the "Common Stock"), of Assisted Living Concepts, Inc., a Nevada
corporation (the "Company"). The principal executive offices of the Company are
located at 11835 NE Glen Widing Drive, Building E, Portland Oregon 97220.
Item 2. Identity and Background.
The names and addresses of the persons filing this Schedule are as
follows:
1. Tempe Wick Investments L.P. (the "Partnership"), a Delaware limited
partnership, whose principal business and office address is c/o Smith
Management LLC, 885 Third Avenue, 34th Floor, New York, New York 10022,
and which was formed for the purpose of acquiring, owning and disposing
of stock of various companies;
2. JWA Investments Corp. ("General Partner"), a Delaware corporation,
whose principal business and office address is c/o John W. Adams, 885
Third Avenue, 34th Floor, New York, New York 10022, and which was
formed for the purpose of being the general partner of various
partnerships and is the general partner of (i) the Partnership and (ii)
Jockey Hollow Investments L.P., a Delaware limited partnership, whose
principal business and office address is c/o Smith Management LLC, 885
Third Avenue, 34th Floor, New York, New York 10022, and which was
formed for the purpose of acquiring, owning, and disposing of stock of
various companies ("Jockey Hollow"). John W. Adams is the sole director
of General Partner. John W. Adams is the President and David A. Persing
is the Secretary of General Partner. John W. Adams is the sole
shareholder of General Partner and ultimately in control of this
corporation; and
3. John W. Adams, a United States citizen, whose business address is 885
Third Avenue, 34th Floor, New York, New York 10022. John W. Adams is
President of Smith Management LLC ("Smith Management"), a New York
based private investment firm whose address is 885 Third Avenue, New
York, New York 10022.
The Partnership, General Partner and John W. Adams are collectively
referred to as the "Reporting Parties."
The following person is not a beneficial owner under this Schedule but
is identified as an officer or director of the entities mentioned above:
David A. Persing, a United States citizen, whose business address is 885 Third
Avenue, 34th Floor, New York, New York 10022. David A. Persing is Senior Vice
President of Smith Management and Secretary of General Partner.
Page 5 of 11
<PAGE>
None of the Reporting Parties or the individual mentioned above have,
during the last five years, been (i) convicted in a criminal proceeding or (ii)
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was 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
The Reporting Parties utilized no funds in the acquisition of the
securities of the issuer triggering the filing of this Schedule 13D. The
securities were acquired by the Partnership and by Jockey Hollow as capital
contributions from limited partners of the Partnership and Jockey Hollow in
exchange for interests in the Partnership and Jockey Hollow.
Item 4. Purpose of Transaction
The Reporting Parties and Jockey Hollow acquired the Common Stock for
general investment purposes. The Reporting Parties and Jockey Hollow intend to
review their equity interest in the issuer on a continuing basis. Depending on
the Reporting Parties' evaluation of the Company's business and prospects, and
upon future developments (including, but not limited to, market prices of the
Common Stock, availability and alternative uses of funds, as well as conditions
in the securities markets and general economic and industry conditions), the
Reporting Parties reserve the right to acquire additional shares of Common
Stock, to dispose of shares of Common Stock or to formulate other purposes,
plans or proposals regarding the Company to the extent deemed advisable by the
Reporting Parties. The Reporting Parties currently have no intention, plan or
proposal, though each Reporting Party reserves the right to subsequently devise
or implement such plan or proposal, with respect to:
1. The acquisition by any person of additional securities of the issuer,
or the disposition of securities of the issuer;
2. An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
3. A sale or transfer of a material amount of assets of the issuer or any
of its subsidiaries;
4. Any change in the present Board of Directors or management of the
issuer, including any plan or proposals to change the number or term of
directors or to fill any existing vacancy on the Board.
5. Any material change in the present capitalization or dividend policy of
the issuer;
6. Any other material change in the issuer's business or corporate
structure;
Page 6 of 11
<PAGE>
7. Changes in the issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of
the issuer by any person;
8. Causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities
association;
9. A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
10. Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
To the best of the Reporting Parties' knowledge based on the
information contained in the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999, the aggregate number of shares of Common Stock
of the Company outstanding as of October 29, 1999 is 17,120,745 shares.
The Partnership
(a) The Partnership beneficially owns an aggregate of 1,100,000 shares
of Common Stock, which represents 6.4% of the issued and outstanding shares of
the Common Stock.
(b) The Partnership, acting through its general partner, has sole power
to vote or to direct the vote of 1,100,000 shares of Common Stock and the sole
power to dispose or to direct the disposition of 1,100,000 shares of Common
Stock.
(c) The shares of Common Stock were acquired by the Partnership as
capital contributions from its limited partner in exchange for a partnership
interest on November 30, 1999. 1/
- --------
1/ Prior to the transfer of the Common Stock to the Partnership a limited
partner of the Partnership beneficially owned an aggregate of 1,100,000
shares of Common Stock, which represented 6.4% of the issued and
outstanding shares of the Common Stock. The shares of Common Stock
purchased by the Partnership's limited partner during the past 60 days
are as follows:
Purchase Price
Date Number of Shares Per Share ($)
---- ---------------- -------------
10/28/99 250,000 1.25
11/4/99 100,000 1.30
11/4/99 150,000 1.31
(...continued)
Page 7 of 11
<PAGE>
General Partner
(a) General Partner beneficially owns an aggregate of 1,200,000 shares
of Common Stock, which represents 7.0% of the issued and outstanding shares of
the Common Stock. Such shares are owned by the Partnership and by Jockey Hollow
of which General Partner is the general partner. The Partnership beneficially
owns an aggregate of 1,100,000 shares of Common Stock, which represents 6.4% of
the issued and outstanding shares of Common Stock. Jockey Hollow beneficially
owns an aggregate of 100,000 shares of Common Stock, which represents 0.6% of
the issued and outstanding shares of Common Stock. 2/
(b) General Partner, as general partner of the Partnership and Jockey
Hollow, has sole power to vote or to direct the vote of 1,200,000 shares of
Common Stock and the sole power to dispose or to direct the disposition of
1,200,000 shares of Common Stock.
John W. Adams
(a) John W. Adams beneficially owns an aggregate of 1,200,000 shares of
Common Stock, which represents 7.0% of the issued and outstanding shares of the
Common Stock. Such shares are owned by the Partnership and by Jockey Hollow.
- --------
1/ (...continued)
11/8/99 100,000 1.51
11/10/99 84,200 1.52
11/10/99 15,800 1.77
11/12/99 100,000 1.80
11/18/99 100,000 1.78
11/24/99 100,000 1.62
11/26/99 45,700 1.81
11/29/99 54,300 1.81
All of such purchases were open market purchases.43
2/ Jockey Hollow acquired the 100,000 shares of common stock as a capital
contribution from its limited partner in exchange for a partnership
interest on November 30, 1999. The shares of Common Stock purchased by
Jockey Hollow's limited partner during the past sixty days are as
follows:
Purchase Price
Date Number of Shares Per Share ($)
---- ---------------- -------------
11/16/99 74,300 1.68
11/17/99 25,700 1.72
All of such purchases were open market purchases.
Page 8 of 11
<PAGE>
(b) John W. Adams, as sole shareholder of General Partner, has sole
power to vote or to direct the vote of 1,200,000 shares of Common Stock and sole
power to dispose or to direct the disposition of 1,200,000 shares of Common
Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and between such persons
and any person with respect to any security of the Company.
Item 7. Material to be Filed as Exhibits
Exhibit 1. Joint Filing Agreement of the Reporting Parties, dated
November 30, 1999
Page 9 of 11
<PAGE>
SIGNATURES
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.
November 30, 1999
TEMPE WICK INVESTMENTS, L.P.
By: JWA Investments Corp., its
general partner
By: /s/ John W. Adams
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John W. Adams
President
JWA INVESTMENTS CORP.
By: /s/ John W. Adams
-----------------
John W. Adams
President
/s/ John W. Adams
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John W. Adams
Page 10 of 11
Exhibit 1
Joint Filing Statement
We, the signatories of the statement on Schedule 13D to which this
Agreement is attached, do hereby agree that such statement is, and any
amendments thereto filed by any of us will be, filed on behalf of each of us.
Dated: November 30, 1999
TEMPE WICK INVESTMENTS, L.P.
By: JWA Investments Corp., its
general partner
By: /s/ John W. Adams
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John W. Adams
President
JWA INVESTMENTS CORP.
By: /s/ John W. Adams
-----------------
John W. Adams
President
/s/ John W. Adams
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John W. Adams
Page 11 of 11
