HUIZENGA PETER H, SC 13D, 1997-01-17

HUIZENGA PETER H
SC 13D, 1997-01-17

Previous: ELECTROPHARMACOLOGY INC, 8-K/A, 1997-01-17

Next: INSTITUTIONAL VENTURE PARTNERS IV, SC 13G, 1997-01-17

<PAGE> 1

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D
(RULE 13D-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ________)*

Alternative Living Services, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)

Common Stock, $.01 par value per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)

02145K-10-7
- --------------------------------------------------------------------------------
(CUSIP Number)

Alan C. Leet
Rogers & Hardin
2700 International Tower
229 Peachtree Street, N.E.
Atlanta, Georgia 30303 404/522-4700
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)

January 10, 1997
- --------------------------------------------------------------------------------
(Date of Event which Requires filing 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 [ ].

Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 9 Pages)

- ----------------------------------

*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") of 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).
<PAGE> 2

<TABLE>
<S> <C> <C> <C>
SCHEDULE 13D
CUSIP No. 02145K-10-7 Page 2 of 9 Pages
----------------------------- --------- ---------

1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

PETER H. HUIZENGA
- ------------------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [ ]
- ------------------------------------------------------------------------------------------------------------------------------------
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 OF PLACE OF ORGANIZATION

UNITED STATES OF AMERICA
- ------------------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER

------------------------------------------------------------------------------------------------------------
Number of
Shares
Beneficially 8 SHARED VOTING POWER
Owned by
Each 736,818
Reporting ------------------------------------------------------------------------------------------------------------
Person
With 9 SOLE DISPOSITIVE POWER

------------------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER

736,818
- ------------------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

736,818

- ------------------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

- ------------------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
- ------------------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*

IN
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3

<TABLE>
<S> <C> <C> <C> <C><C<C>
SCHEDULE 13D
CUSIP No. 02145K-10-7 Page 3 of 9 Pages
----------------------------- --------- ---------

1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

HEIDI HUIZENGA
- ------------------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [ ]
- ------------------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY

- ------------------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*

- ------------------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OF PLACE OF ORGANIZATION

UNITED STATES OF AMERICA
- ------------------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER

Number of ------------------------------------------------------------------------------------------------------------
Shares 8 SHARED VOTING POWER
Beneficially
Owned by 736,818
Each ------------------------------------------------------------------------------------------------------------
Reporting 9 SOLE DISPOSITIVE POWER
Person
With ------------------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER

736,818

IN
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4

CUSIP No. 02145K-10-7 Page 4 of 9 Pages
------------------ ----- ------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

ITEM 1. SECURITY AND ISSUER

This Schedule 13D relates to the shares of common stock, $.01 par
value per share (the "Common Stock"), of Alternative Living Services, Inc. (the
"Issuer"). The address of the principal executive offices of the Issuer is 450
N. Sunnyslope Road, Suite 300, Brookfield, Wisconsin 53005.

ITEM 2. IDENTITY AND BACKGROUND

(a) Name

1. Peter H. Huizenga ("Mr. Huizenga")
2 Heidi Huizenga ("Mrs. Huizenga")

(b) Address

1. 2215 York Road
Suite 500
Oakbrook, Illinois 60521

2. 2215 York Road
Suite 500
Oakbrook, Illinois 60521

1. Mr. Huizenga is the president of Huizenga Capital
Management with its principal business address at
2215 York Road, Suite 500, Oakbrook, Illinois 60521.
Huizenga Capital Management is a sole proprietorship
which operates as a personal investment company.

2. Mrs. Huizenga is not currently employed.

(d) Neither of the Reporting Persons has during the past five
years been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors).

(e) Neither of the Reporting Persons has during the past five
years been 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, prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.

(f) Citizenship:

1. Mr. Huizenga is a United States citizen.
2. Mrs. Huizenga is a United States citizen.
<PAGE> 5

CUSIP No. 02145K-10-7 Page 5 of 9 Pages
------------------ ----- ------

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

The responses to Item 4 are incorporated herein by this reference.

The Reporting Persons acquired 753,024 shares of common stock of the
issuer (the "Common Stock") referred to on the cover pages of this Statement
upon the liquidation of Alternative Living Investors, L.L.C. ("ALI"), a limited
liability company. In May of 1995, the Issuer consummated a recapitalization
transaction (the "1995 Recapitalization") whereby the Issuer sold 4,302,994
shares of Common Stock to ALI for $20 million. ALI's members included Mr.
Huizenga, the Peter H. Huizenga Testamentary Trust (the "Testamentary Trust"),
of which Mr. Huizenga is the sole trustee, the Timothy Dean Huizenga Trust (the
"Timothy Trust"), of which Mrs. Huizenga and John Huizenga are the trustees,
the Peter H. Huizenga, Jr. Trust (the "Peter Jr. Trust"), of which Mrs.
Huizenga and John Huizenga are the trustees, the Betsy Huizenga Trust (the
"Betsy Trust"), of which Mr. Huizenga is the trustee, and the Greta Huizenga
Trust (the "Greta Trust"), of which Mr. Huizenga is the trustee (all such
trusts together, the "Trusts"). Mr. Huizenga and the Trusts paid $3.5 million
in the aggregate to ALI for their respective member interests in ALI.

On August 6, 1996, the Issuer commenced a public offering of 6,000,000
shares of Common Stock (the "Offering"). Immediately prior to the closing of
the Offering, ALI liquidated and distributed to its members their respective
pro- rata interest in the shares of Common Stock held by ALI (the
"Liquidation"). Certain stockholders of the Issuer, including Mr. Huizenga,
the Testamentary Trust, the Peter Jr. Trust, the Betsy Trust, the Greta Trust
and the Timothy Trust sold 66,206 shares in the aggregate to the underwriters
pursuant to an over-allotment option.

As a result of the Offering and the Liquidation, the Reporting Persons
beneficially owned 686,818 shares of Common Stock. Of these shares, 196,233
shares were owned by Mr. Huizenga individually. 333,597 shares were held by
the Testamentary Trust, and each of the Timothy Trust, the Peter Jr. Trust, the
Betsy Trust and the Greta Trust owned 39,247 shares of Common Stock,
respectively. The shares previously held by the Peter Jr. Trust have been, or
will be transferred to a new trust, of which the sole trustee will be Mr.
Huizenga.

On January 10, 1997, Mr. Huizenga purchased 25,000 shares of Common
Stock and the Testamentary Trust purchased 25,000 shares of Common Stock in
open market transactions at a price of $12 per share.

All funds used to acquire such member interests in ALI or shares of
Common Stock were personal investment funds of Mr. Huizenga or the Trusts,
respectively.

ITEM 4. PURPOSE OF THE TRANSACTION

The responses to Items 2(a), 3 and 6 are incorporated herein by this
reference.

The Reporting Persons acquired beneficial ownership of 686,818 shares
of Common Stock in the aggregate pursuant to the Liquidation of ALI. Mr.
Huizenga acquired the additional shares reported in Item 5(c) of this Statement
in order to increase his and the Testamentary Trust's respective equity
interests and investment in the Issuer. Depending upon their evaluation of the
Issuer's business and prospects, either of the Reporting Persons or the Trusts
may from time to time purchase shares of Common Stock and may from time to time
dispose of all or a portion of the Common Stock held by such person, or cease
buying or selling Common Stock.

Other than as indicated above, the Reporting Persons listed in Item
2(a) above presently have no plans or proposals which relate to or would
otherwise result in:

(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
<PAGE> 6

CUSIP No. 02145K-10-7 Page 6 of 9 Pages
------------------ ----- ------

(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(d) Any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the number or term of
directors or fill any existing vacancies on the board;

(e) Any material change in the present capitalization or dividend
policy of the Issuer;

(f) Any other material change in the Issuer's business or
corporate structure, including, but not limited to, if the Issuer is a
registered closed-end investment company, any plans or proposals to make any
changes in its investment policy for which a vote is required by section 13 of
the Investment Company Act of 1940;

(g) 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;

(h) 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;

(i) 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

(j) Any action similar to those enumerated above.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a) Mr. Huizenga is the direct beneficial owner (individually or
as trustee of the Testamentary Trust, the Betsy Trust or the Greta Trust) of
658,324 shares of Common Stock, or 5.1% of the 12,966,557 shares of Common
Stock outstanding on November 14, 1996 (the date of the Issuer's most recently
available filing with the Securities and Exchange Commission). Mrs. Huizenga
is the direct beneficial owner (as trustee of the Timothy Trust or the Peter
Jr. Trust) of 78,494 shares of Common Stock, or 0.6% of the shares outstanding
on November 14, 1996. Because of the familial relationship (Mr. and Mrs.
Huizenga are husband and wife), each Reporting Person listed in Item 2(a) may
be deemed to beneficially own the shares beneficially owned directly by the
other although neither Reporting Person has the power to vote, direct the
voting, dispose or direct the disposition of the shares held by or beneficially
owned directly by the other Reporting Person, and each Reporting Person
disclaims beneficial ownership of the shares held by or beneficially owned
directly by the other. Accordingly, each of the Reporting Persons may be
deemed to beneficially own 736,818 shares of the Common Stock, or 5.7% of the
total number of outstanding shares of Common Stock on November 14, 1996.

(b) Mr. Huizenga has the direct power to vote and direct the
disposition of the shares held by him, the Testamentary Trust, the Betsy Trust
and the Greta Trust. Ms. Huizenga has the direct power to vote and direct the
disposition of the shares held by the Timothy Trust and the Peter Jr. Trust.
By virtue of the familial relationship described in Item 5(a), the number of
shares of the Common Stock as to which there is (or may be deemed) shared power
to vote or direct the vote and shared power to dispose or direct the
disposition for each of the Reporting Persons listed in Item 2(a) is set forth
on the cover pages of the Statement, and such information is incorporated
herein by this reference. Both Mrs. Huizenga and John Huizenga, the brother of
Mr. Huizenga ("J. Huizenga"), are trustees of the Timothy Trust and the Peter
Jr. Trust. J. Huizenga is a private investor whose principal business address
is West Michigan Equities, 1007 Parchment Drive, S.E., Grand Rapids, Michigan
49546. J. Huizenga is also a United States citizen. J. Huizenga has not
during the past five years been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) nor has he during the past five
years been a party
<PAGE> 7

CUSIP No. 02145K-10-7 Page 7 of 9 Pages
------------------ ----- ------

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, prohibiting or
mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.

(c) On January 10, 1997, Mr. Huizenga purchased 25,000 shares of
Common Stock and the Testamentary Trust purchased 25,000 shares of Common Stock
in open market transactions at a price of $12 per share.

(d) The Reporting Persons or the Trusts have the sole right to
receive or the power to direct the receipt of the dividends from, or the
proceeds from the sale of, the shares reported on the cover pages of this
Statement, except J. Huizenga shares the right to direct the receipt of the
dividends or the proceeds from the sale of shares with Mrs. Huizenga, for the
39,247 shares held by the Timothy Trust and the 39,247 shares held by the Peter
Jr. Trust.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER

The responses to Item 3, 4 and 5 are incorporated herein by this
reference.

In connection with the Offering, Mr. Huizenga executed a Lock-up
Agreement pursuant to which Mr. Huizenga agreed that, for a period of 180 days
after August 5, 1996, the date of the Underwriting Agreement related to the
Offering, he would not offer to sell, sell, contract to sell, grant an option
to purchase or otherwise dispose of any shares of Common Stock without the
prior written consent of Natwest Securities Limited.

Ronald G. Kenny, a management employee of Huizenga Capital Management,
serves as a member of the Board of Directors of the Issuer.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Exhibit 1 Lock-up Agreement dated August 1, 1996 and executed
by Mr. Huizenga
<PAGE> 8

CUSIP No. 02145K-10-7 Page 8 of 9 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: 1/17/97 /s/ Peter H. Huizenga
------------------ ------------------------
PETER H. HUIZENGA

<PAGE> 9

CUSIP No. 02145K-10-7 Page 9 of 9 Pages
------------------ ----- ------

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: 1/17/97 /s/ Heidi Huizenga
---------------------- ------------------------
HEIDI HUIZENGA

<PAGE> 10
EXHIBIT 1

NATWEST SECURITIES LIMITED
McDONALD & COMPANY SECURITIES, INC.
THE CHICAGO CORPORATION
As Representatives of the
several Underwriters
c/o NatWest Securities Limited
135 Bishopsgate
London EC2M 3XT
England

Ladies and Gentlemen:

The undersigned understands that Alternative Living Services, Inc. (the
"Company") has filed a Registration Statement (the "Registration Statement")
with the Securities and Exchange Commission (the "Commission") relating to the
proposed sale of the Company's common stock, par value $.01 per share (the
"Common Stock") by the Company and certain existing stockholders of the Company
in a public offering (the "Offering") to be underwritten by NatWest Securities
Limited ("NatWest"), McDonald & Company Securities, Inc., The Chicago
Corporation (the "Representatives"), and other potential underwriters (the
"Underwriters"). NatWest has requested that each director and officer of the
Company and certain stockholders of the Company enter into this Agreement
because the prospect of public sales of Common Stock by the Company's
stockholders during the period after the offering would be detrimental to the
proposed underwriting effort. The undersigned recognizes that it is in the
best financial interests of the undersigned, as an officer, director or
stockholder of the Company, that the proposed public offering be completed.

In consideration of the foregoing and with the understanding that the
Underwriters will rely hereon in connection with their commitment to underwrite
the proposed public offering, the undersigned hereby agrees for the benefit of
the Company, the Representatives and the Underwriters not to, without the prior
written consent of NatWest, directly or indirectly, offer to sell, sell,
contract to sell, grant any option to purchase or otherwise dispose (or
announce any offer, sale, grant of any option to purchase or other disposition)
of any shares of Common Stock, or any securities, convertible into or
exercisable or exchangeable for, shares of Common Stock for a period of 180
days after the date of the Underwriting Agreement related to the Offering.

Dated: August 1, 1996

/s/ Peter Huizenga
--------------------------------
[Director/Officer/Stockholder]