UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
ASSISTED LIVING CONCEPTS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
04543M107
(CUSIP Number)
Wendy L. Simpson
Chief Financial Officer
LTC Properties, Inc.
22917 Pacific Coast Highway
Suite 350
Malibu, California 90265
(310) 455-6010
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
NOVEMBER 12, 2003
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-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 240.13d-7 for other
parties to whom copies are to be sent.
* 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") 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).
SCHEDULE 13D
CUSIP No. 04543M107 Page 2 of 6 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
LTC Properties, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
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NUMBER OF 7 SOLE VOTING POWER
SHARES -0- shares
BENEFICIALLY ------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH -0- shares
REPORTING ------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH -0- shares
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0- shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
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14 TYPE OF REPORTING PERSONS (See Instructions)
CO
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SCHEDULE 13D
CUSIP No. 04543M107 Page 3 of 6 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Andre C. Dimitriadis
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
--------------------------------------------------------------------------------
5 CHECK 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
29,202 shares
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0- shares
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 29,202 shares
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0- shares
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,202 shares
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.45%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSONS (See Instructions)
IN
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SCHEDULE 13D
CUSIP No. 04543M107 Page 4 of 6 Pages
ITEM 1. SECURITY AND ISSUER
This Amendment No. 3 amends and supplements the Statement on Schedule 13D,
relating to the common stock of Assisted Living Concepts, Inc., previously filed
by the following (each a "Reporting Person" and, collectively, the "Reporting
Persons"): LTC Properties, Inc., a Maryland corporation, and Andre C.
Dimitriadis, an individual.
The original Statement on Schedule 13D was filed by the Reporting Persons on
July 13, 2001 and was amended by Amendment No. 1 thereto filed on October 3,
2001 and was further amended by Amendment No. 2 thereto filed on January 15,
2002 (collectively, the "Schedule 13D"). CLC Healthcare, Inc., a Nevada
corporation formerly named LTC Healthcare, Inc. ("CLC"), was a party to the
Schedule 13D but is not a party to this Amendment for the reasons stated below.
The Reporting Persons joined with CLC in filing the Schedule 13D because Mr.
Dimitriadis and other directors and officers of LTC Properties were also
stockholders, directors and officers of CLC and, because of such positions, may
have been deemed to control or share control of CLC. The Reporting Persons
disclaimed beneficial ownership of all shares held by CLC and its subsidiaries.
As the result of a merger among CLC, Center Healthcare, Inc. and CHMS, Inc. on
or about November 12, 2003, the Reporting Persons ceased to be stockholders of
CLC. Also as a result of such merger, Mr. Dimitriadis and other officers of LTC
Properties, Inc. ceased to be directors and officers of CLC.
Terms used herein and not defined in this Amendment have the meaning set forth
in the Schedule 13D. Except as specifically provided herein, this Amendment does
not modify any of the information previously reported on the Schedule 13D.
Items 3, 4, 5, 6 and 7 of the Schedule 13D are hereby amended to add, delete or
modify the following information:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not Applicable.
ITEM 4. PURPOSE OF TRANSACTION
Not Applicable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Mr. Dimitriadis beneficially owns 29,202 shares of the Issuer's common stock
(0.45%). LTC Properties does not own any shares.
On November 21, 2003, Mr. Dimitriadis purchased 500 shares of the Issuer's
common stock at a price of $5.99 and 2000 shares of the Issuer's common stock at
a price of $6.00 in open market purchases.
As described above, on or about November 12, 2003 the Reporting Persons ceased
to be the beneficial owner of more than five percent of the Issuer's common
stock.
SCHEDULE 13D
CUSIP No. 04543M107 Page 5 of 6 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
On December 31, 2001, Healthcare Holdings, Inc. ("Holdings"), a Nevada
corporation that is a wholly owned subsidiary of CLC issued a Promissory Note
("Note") in the principal amount of $7,000,000 in payment for the right to
receive from LTC Properties 1,238,076 shares of the Issuer's common stock
distributed pursuant to the Plan of Reorganization of the Issuer under Chapter
11 of the United States Bankruptcy Code (the "Plan"). The Note was amended on
July 29, 2003 to increase the principal amount to $9,631,917.81 and was further
amended on November 11, 2003 to increase the amount to $9,781,917.81. The Note
is a full recourse obligation of Holdings and is secured by all of the assets
owned now or in the future by Holdings, including such shares and an additional
214,718 of Issuer's shares owned by Holdings. In certain circumstances that
would constitute a default under the Note, LTC Properties would have the right
to take possession of all such shares and to dispose thereof.
Except as described in this Amendment, no contracts, arrangements,
understandings or relationships exist with respect to the securities of the
Issuer between the Reporting Persons and any other person or entity. Mr.
Dimitriadis is an executive officer and director of LTC Properties.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit No. Description
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1 Joint Filing Agreement
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.
Date: March 8, 2004 LTC PROPERTIES, INC.,
a Maryland corporation
/s/ Wendy L. Simpson
-----------------------------------
WENDY L. SIMPSON
Vice Chairman and
Chief Financial Officer
Date: March 8, 2004 /s/ Andre C. Dimitriadis
-----------------------------------
Andre C. Dimitriadis
SCHEDULE 13D
CUSIP No. 04543M107 Page 6 of 6 Pages
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: March 8, 2004 LTC PROPERTIES, INC.,
a Maryland corporation
/s/ Wendy L. Simpson
-----------------------------------
WENDY L. SIMPSON
Vice Chairman and Chief
Financial Officer
Date: March 8, 2004 /s/ Andre C. Dimitriadis
-----------------------------------
ANDRE C. DIMITRIADIS