SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 5
To
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
$1,550,000 $142.60
* For purposes of calculating the filing fee only. Assumes the purchase
of 500,000 Shares at a purchase price equal to $3.10 per Share in cash.
[ X ] 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: $59.80
Form or Registration Number: Schedule TO
Filing Party: Above Bidder
Date Filed: May 22, 2002
[ ] 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
The Tender Offer Statement on Schedule TO relating 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") is hereby amended as set forth herein. Except
as otherwise expressly amended hereby, the terms, conditions and disclosure set
forth in the Schedule remain unchanged.
The Purchase Price has been reduced from $3.25 per Share to $3.10 per
Share. The total maximum number of Shares subject to the Offer has been
increased to 500,000 Shares. The Expiration Date has been extended to August 15,
2002, as of which date the Offer will terminate unless it is further extended. A
total of 460,850 Shares have been tendered to Purchaser to date and have not
been withdrawn. The Purchaser and its affiliates currently beneficially own an
aggregate of 303,549 Shares, or approximately 4.7% of the outstanding Shares. If
all 500,000 of the Shares sought in this Offer are purchased, the Purchaser and
its affiliate would beneficially own in the aggregate 803,549 Shares or
approximately 12.5% of the outstanding Shares. Consummation of the Offer, if all
Shares sought are tendered, would require payment by the Purchaser of up to
$1,550,000 in aggregate purchase price, which the Purchaser will fund out of its
existing working capital.
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)(9) Letter to Shareholders dated August 1, 2002
(a)(10) Press Release
(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: August 1, 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
2
EXHIBIT INDEX
Exhibit Description Page
(a)(9) Letter to Shareholders dated August 1, 2002
(a)(10) Press Release