UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. 3)
ASSISTED LIVING CONCEPTS, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
04543L109
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(CUSIP Number)
STUART Z. KATZ, ESQUIRE
FRIED FRANK HARRIS SHRIVER & JACOBSON
ONE NEW YORK PLAZA
NEW YORK, NEW YORK 10004
(212)859 8000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 21, 2000
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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(e),13d-1(f) or 13d-1(g) check
the following box.
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
<PAGE>
SCHEDULE 13D
CUSIP No. 04543L109 Page 1 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BET ASSOCIATES, L.P.
23-2957243
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 575,098.65 SHARES OF ISSUER COMMON STOCK (REPRESENTS SHARES
ISSUABLE TO BET ASSOCIATES, L.P. UPON THE CONVERSION OF THE
ISSUER 6% CONVERTIBLE BONDS DUE NOVEMBER 1, 2002 AND THE
ISSUER'S 5.62%. CONVERTIBLE BONDS DUE MAY 1, 2003).
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH -0- SHARES
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 575,098.65 SHARES OF ISSUER COMMON STOCK (REPRESENTS SHARES
ISSUABLE TO BET ASSOCIATES, L.P. UPON THE CONVERSION OF THE
ISSUER 6% CONVERTIBLE BONDS DUE NOVEMBER 1, 2002 AND THE
ISSUER'S 5.62%. CONVERTIBLE BONDS DUE MAY 1, 2003).
10 SHARED DISPOSITIVE POWER
-0- SHARES
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
575,098.65 SHARES OF ISSUER COMMON STOCK (REPRESENTS SHARES
ISSUABLE TO BET ASSOCIATES, L.P. UPON THE CONVERSION OF THE
ISSUER 6% CONVERTIBLE BONDS DUE NOVEMBER 1, 2002 AND THE
ISSUER'S 5.62%. CONVERTIBLE BONDS DUE MAY 1, 2003).
<PAGE>
PAGE 2 OF 11 PAGES
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.2
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 04543L109 Page 3 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BRU Holding Company Inc., LLC ("BRU")
52-2059411
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,530,600 SHARES OF ISSUER COMMON STOCK.
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH -0- SHARES
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 2,530,600 SHARES OF ISSUER COMMON STOCK.
10 SHARED DISPOSITIVE POWER
-0- SHARES
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,530,600 SHARES OF ISSUER COMMON STOCK.
<PAGE>
PAGE 4 OF 11 PAGES
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.8
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 04543L109 Page 5 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BRUCE E. TOLL
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
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 OF AMERICA
NUMBER OF 7 SOLE VOTING POWER
SHARES MR. TOLL HOLDS, THROUGH BRU, 2,530,600 SHARES OF ISSUER
COMMON STOCK. BET ASSOCIATES, L.P. HAS THE RIGHT TO RECEIVE
575,098.65 SHARES OF ISSUER COMMON STOCK UPON THE
CONVERSION OF THE ISSUER'S 6% CONVERTIBLE BONDS DUE
NOVEMBER 1, 2002 AND THE ISSUER'S 5.625% CONVERTIBLE BONDS
DUE MAY 2003.
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH -0- SHARES
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH MR. TOLL HOLDS, THROUGH BRU, 2,530,600 SHARES OF ISSUER
COMMON STOCK. BET ASSOCIATES, L.P. HAS THE RIGHT TO RECEIVE
575,098.65 SHARES OF ISSUER COMMON STOCK UPON THE
CONVERSION OF THE ISSUER'S 6% CONVERTIBLE BONDS DUE
NOVEMBER 1, 2002 AND THE ISSUER'S 5.625% CONVERTIBLE BONDS
DUE MAY 2003.
10 SHARED DISPOSITIVE POWER
MR. TOLL HOLDS, THROUGH BRU, 2,530,600 SHARES OF ISSUER
COMMON STOCK. BET ASSOCIATES, L.P. HAS THE RIGHT TO RECEIVE
575,098.65 SHARES OF ISSUER COMMON STOCK UPON THE
CONVERSION OF THE ISSUER'S 6% CONVERTIBLE BONDS DUE
NOVEMBER 1, 2002 AND THE ISSUER'S 5.625% CONVERTIBLE BONDS
DUE MAY 2003.
<PAGE>
PAGE 6 OF 11 PAGES
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
MR. TOLL HOLDS, THROUGH BRU, 2,530,600 SHARES OF ISSUER
COMMON STOCK. BET ASSOCIATES, L.P. HAS THE RIGHT TO RECEIVE
575,098.65 SHARES OF ISSUER COMMON STOCK UPON THE
CONVERSION OF THE ISSUER'S 6% CONVERTIBLE BONDS DUE
NOVEMBER 1, 2002 AND THE ISSUER'S 5.625% CONVERTIBLE BONDS
DUE MAY 2003.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.5% (MR. TOLL HOLDS, THROUGH BRU, 2,530,600 SHARES OF ISSUER
COMMON STOCK. BET ASSOCIATES, L.P. HAS THE RIGHT TO RECEIVE
575,098.65 SHARES OF ISSUER COMMON STOCK UPON THE
CONVERSION OF THE ISSUER'S 6% CONVERTIBLE BONDS DUE
NOVEMBER 1, 2002 AND THE ISSUER'S 5.625% CONVERTIBLE BONDS
DUE MAY 2003).
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
PAGE 7 OF 11 PAGES
*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock (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, Bldg E, Portland, Oregon 97220-9057.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is being filed by (i) BET Associates, L.P., a
Delaware limited partnership ("BET"), with respect to shares beneficially
owned by it; (ii) by BRU Holdings Company Inc., LLC ("BRU") with respect to
the shares beneficially and by it and (iii) Bruce E. Toll with respect to
shares beneficially owned by Mr. Toll, BET and BRU. Mr. Toll is the sole
member of BRU, a Delaware limited liability company, which is the sole
general partner of BET. Mr. Toll, BET and BRU are sometimes referred to
herein as the "Filing Persons." Any disclosure herein with respect to
persons other than the Filing Persons are made on information and belief
after making inquiry to the appropriate party.
(b) The business address of the Filing Persons is: 3103 Philmont
Avenue, Huntingdon Valley, Pennsylvania 19006.
(c) The principal business of BET and BRU is to invest in
businesses. Mr. Toll's principal occupation is as Vice-Chairman of Toll
Brothers Inc., a publicly-traded company engaged primarily in the business
of developing and constructing residential real estate.
(d) During the last five years, none of the persons referred to
in paragraph (a) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors.)
(e) During the last five years, none of the persons referred to
in paragraph (a) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which he 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.
(f) Mr. Toll is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS.
Purchase of 6% Convertible bonds due November 1, 2002. On October
20, 1999, BET purchased a face amount of $530,000 6% Convertible Bonds in
the open market for an aggregate price of $327,246.95; on October 26, 1999,
BET purchased a face amount of $525,000 6% Convertible Bonds on the open
market for an aggregate price of $325,328.75 and on October 27, 1999, BET
purchased a face amount of $6,350,000 6% Convertible Bonds for an aggregate
price of $3,703,831.75 in the open market.
Purchase of 5.625% due May 1, 2003. On October 26, 1999, BET
purchased a face amount of $1,000,000 5.625% Convertible Bonds in the open
market for an aggregate price of $602,816.25. The 6% and 5.625% Convertible
Bonds are collectively referred to as "Issuer Convertible Bonds."
Purchase of 229,600 shares of Issuer Common Stock. On November
14, 2000, BRU purchased 229,600 shares of Issuer Common Stock for an
aggregate price of $84,987. BRU used funds provided by Mr. Toll to effect
the purchase. See Schedule A attached hereto and made a part hereof.
<PAGE>
PAGE 8 OF 11 PAGES
Purchase of 231,000 shares of Issuer Common Stock. On November
16, 2000,BRU purchased 231,000 shares of Issuer Common Stock for an
aggregate purchase price of $122,125. BRU used funds provided by Mr. Toll
to effect the purchase. See Schedule A attached hereto and made a part
hereof.
Previous Purchases and Sales. Previous purchases and sales by
BET, BRU and Mr. Toll are set forth on the Schedule 13D filed on October
27, 1999 and amendment number 1 thereto, filed on November 12, 1999.
ITEM 4. PURPOSE OF TRANSACTION.
BET, BRU and Mr. Toll have acquired the Issuer Convertible Bonds
and the shares of the Issuer's Common Stock for investment purposes and
intend to evaluate the performance of such securities as an investment in
the ordinary course of business. On November 14, 2000, in a telephone
conversation with representatives of the Issuer, Mr. Toll stated that he
believed that the Board of Directors of the Issuer should be more
representative of the Issuer's stockholders and bondholders. In that
regard, Mr. Toll indicated a willingness to be included on the management's
slate of directors to be nominated at the next annual general meeting of
the Issuer and to assume a more active role in management of the Issuer.
Mr. Toll was informed that the Issuer would consider his request. On
November 21, 2000, the Chief Financial Officer of the Issuer telephoned Mr.
Toll to inform him that the management of the Issuer was prepared to
include Mr. Toll and Mr. Leonard Tannenbaum, Mr. Toll's son-in-law and a
limited partner of BET, on the management's slate of directors to be
nominated at the next annual general meeting of the Issuer. Mr. Toll and
Mr. Tannenbaum intend to accept the nominations.
Except as described above, neither BET, BRU nor Mr. Toll has any
plans or proposals which relate to, or could result in, any of the matters
referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule
13D, although they reserve the right to do so at any time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) BET Beneficial Ownership. BET beneficially owns 575,098.65
shares of Issuer Common Stock, which represents shares issuable upon the
conversion of the Issuer Convertible Bonds, which if converted would
constitute 3.2% of the Issuer Common Stock outstanding (based upon
17,120,745 shares of Common Stock outstanding as reported in the Issuer's
Quarterly Report on Form 10-Q for the quarter ended September 30, 2000
filed on November 13, 2000).
BRU and Bruce Toll Beneficial Ownership. Mr. Toll, through BRU,
beneficially owns 3,105,048.6 shares of Issuer Common Stock (including the
575,098.65 shares of Issuer Common Stock issuable to BET Associates, L.P.
upon the conversion of the Issuer Convertible Bonds), which constitutes
17.5% of the Common Stock outstanding (based upon 17,120,745 shares of
Common Stock outstanding as reported in the Issuer's Quarterly Report on
Form 10-Q for the quarter ended September 30, 2000 filed on November 13,
2000.) Such securities were acquired pursuant to the transactions described
in Item 3 and the Schedule 13D filed on October 27, 1999 and amendment
number 1 thereto, filed on November 12, 1999.
(b) Mr. Toll, through BRU, has sole voting power and power to
dispose of the 2,530,000 shares of the Issuer's Common Stock he owns. BET
has sole voting power and power to dispose of the 575,098.65 shares of the
Issuer's Common Stock issuable upon the conversion of the Issuer
Convertible Bonds it owns.
(c) Transactions Since Most Recent Filing on Schedule 13D.
None.
<PAGE>
PAGE 9 OF 11 PAGES
(d) N/A.
(e) N/A.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
See Items 3 and 4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
N/A.
<PAGE>
PAGE 10 OF 11 PAGES
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.
Dated: November 22, 2000
BET ASSOCIATES, L.P.
By: BRU LLC
Its General Partner
By: /s/ Bruce E. Toll
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Bruce E. Toll
Member
/s/ Bruce E. Toll
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Bruce E. Toll
BRU HOLDING COMPANY INC., LLC
By: /s/ Bruce E. Toll
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Bruce E. Toll
Member
<PAGE>
PAGE 11 OF 11 PAGES
Schedule A
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November 14, 2000 purchases
80,000 at 5/16
41,900 at 7/16
30,000 at 5/16
27,300 at 3/8
25,000 at 7/16
14,300 at 7/16
11,000 at 7/16
100 at 7/19
November 16, 2000 purchases
75,000 at 8/16
50,000 at 8/16
50,000 at 9/16
56,000 at 9/16
