SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
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ASSISTED LIVING CONCEPTS, INC.
(Name of Subject Company)
MP ACQUISITION CO., LLC
MACKENZIE PATTERSON, INC.
(Bidder)
COMMON STOCK, PAR VALUE $.01
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
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Copy to:
Howard Kaplan Paul J. Derenthal, Esq.
MacKenzie Patterson, Inc. Derenthal & Dannhauser
1640 School Street One Post Street, Suite 575
Moraga, California 94556 San Francisco, California 94104
(925) 631-9100 (415) 981-4844
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidder)
Calculation of Filing Fee
Transaction Amount of
Valuation* Filing Fee
$650,000 $59.80
* For purposes of calculating the filing fee only. Assumes the purchase
of 200,000 Shares at a purchase price equal to $3.25 per Share in cash.
[ ] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid:
Form or Registration Number:
Filing Party:
Date Filed:
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going private transaction subject to Rule 13e-3
[ ] amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
TENDER OFFER
This Tender Offer Statement on Schedule TO relates to the offer by MP
ACQUISITION CO., LLC (the "Purchaser") to purchase up to 200,000 shares of the
Common Stock, Par Value $.01 (the "Shares") of ASSISTED LIVING CONCEPTS, INC., a
Nevada corporation (the "Issuer"), the subject company, at a purchase price
equal to $3.25 per Share, less the amount of any dividends declared or paid with
respect to the Shares between May 22, 2002 (the "Offer Date") and June 21, 2002
or such other date to which this Offer may be extended (the "Expiration Date"),
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated May 22, 2002 (the "Offer to Purchase") and the related Letter of
Transmittal, copies of which are attached hereto as Exhibits (a)(1) and (a)(2),
respectively. As noted above, the Offer price would be subject to reduction for
dividends paid or declared prior to the Expiration Date. Any dividends paid or
declared after the Expiration Date, by the terms of the Offer and as set forth
in the Letter of Transmittal, would be assigned by tendering Shareholders to the
Purchaser. Tender of Shares will include the tender of any and all securities
into which the Shares may be converted or exchanged, and any securities
distributed with respect to the Shares, by way of dividend or otherwise, from
and after the Offer Date. MacKenzie Patterson, Inc. is named as an offeror
herein because it controls the Purchaser, but it is not otherwise participating
in the offer described in this schedule. Due to its control relationship it may
be deemed a beneficial owner of securities owned by these Purchasers.
Nevertheless, MacKenzie Patterson, Inc. is neither offering hereby, nor intends
to acquire, any Units.
As of March 1, 2002, the Issuer had approximately 6,431,759 Shares
outstanding and approximately 33 holders of record of the Shares, but was unable
to estimate the number of additional Shareholders whose Shares are held for them
in street name or nominee accounts, according to its annual report on Form 10-K
for the year ended December 31, 2001. The Purchaser and certain of its
affiliates currently beneficially own an aggregate of 303,549 Shares, or
approximately 4.7% of the outstanding Shares. If all 200,000 of the Shares
sought in this Offer are purchased, the Purchaser and its affiliate would
beneficially own in the aggregate 503,549 Shares or approximately 7.8% of the
outstanding Shares. Consummation of the Offer, if all Shares sought are
tendered, would require payment by the Purchaser of up to $650,000 in aggregate
purchase price, which the Purchaser will fund out of its existing working
capital.
The address of the Issuer's principal executive offices is 11835 NE
Glenn Widing Drive, Building E Portland, Oregon 97220-9057, telephone (503)
252-6233.
The information in the Offer to Purchase, including all schedules and
annexes thereto, is hereby expressly incorporated herein by reference in
response to all the items of this Statement.
Item 12. Exhibits.
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(a)(1) Offer to Purchase dated May 22, 2002
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Shareholders dated May 22, 2002
(a)(4) Advertisement
(b)-(h) Not applicable.
SIGNATURES
After due 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: May 22, 2002
MP ACQUISITION CO., LLC
By MacKenzie Patterson, Inc., Manager
By: /s/ Christine Simpson
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Christine Simpson, Vice President
MACKENZIE PATTERSON, INC.
By: /s/ Christine Simpson
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Christine Simpson, Vice President
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EXHIBIT INDEX
Exhibit Description Page
(a)(1) Offer to Purchase dated May 22, 2002
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Shareholders dated May 22, 2002
(a)(4) Advertisement