sc13g07352011_12312012.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
 
(Amendment No.   )1
 

Assisted Living Concepts, Inc.
 (Name of Issuer)
 
Class A Common Stock, par value $0.01 per share
 (Title of Class of Securities)
 
04544X300
 (CUSIP Number)
 
December 31, 2012
 (Date of Event Which Requires Filing of this Statement)
 
 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
   x  Rule 13d-1(b)
 
   o  Rule 13d-1(c)
 
   o  Rule 13d-1(d)
 
 

_______________
1  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 the disclosures provided in a prior cover page.
 
      The information required in 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).
 
 
 
 
 
CUSIP NO. 04544X300
 
1
NAME OF REPORTING PERSON
 
KINGSTOWN PARTNERS MASTER LTD.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
- 0 -
6
SHARED VOTING POWER
 
1,138,057
7
SOLE DISPOSITIVE POWER
 
- 0 -
8
SHARED DISPOSITIVE POWER
 
1,138,057
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,138,057
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.7%
12
TYPE OF REPORTING PERSON
 
CO

 
2
 
CUSIP NO. 04544X300
 
1
NAME OF REPORTING PERSON
 
KINGSTOWN PARTNERS II, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
- 0 -
6
SHARED VOTING POWER
 
142,466
7
SOLE DISPOSITIVE POWER
 
- 0 -
8
SHARED DISPOSITIVE POWER
 
142,466
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
142,466
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
Less than 1%
12
TYPE OF REPORTING PERSON
 
PN

 
3
 
CUSIP NO. 04544X300
 
1
NAME OF REPORTING PERSON
 
KTOWN, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
- 0 -
6
SHARED VOTING POWER
 
136,119
7
SOLE DISPOSITIVE POWER
 
- 0 -
8
SHARED DISPOSITIVE POWER
 
136,119
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
136,119
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
Less than 1%
12
TYPE OF REPORTING PERSON
 
PN

 
4
 
CUSIP NO. 04544X300
 
1
NAME OF REPORTING PERSON
 
KINGSTOWN CAPITAL PARTNERS, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
- 0 -
6
SHARED VOTING POWER
 
1,416,642
7
SOLE DISPOSITIVE POWER
 
- 0 -
8
SHARED DISPOSITIVE POWER
 
1,416,642
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,416,642
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.0%
12
TYPE OF REPORTING PERSON
 
OO

 
5
 
CUSIP NO. 04544X300
 
1
NAME OF REPORTING PERSON
 
KINGSTOWN CAPITAL MANAGEMENT L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
- 0 -
6
SHARED VOTING POWER
 
1,600,000
7
SOLE DISPOSITIVE POWER
 
- 0 -
8
SHARED DISPOSITIVE POWER
 
1,600,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,600,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
8.0%
12
TYPE OF REPORTING PERSON
 
PN

 
6
 
CUSIP NO. 04544X300
 
1
NAME OF REPORTING PERSON
 
KINGSTOWN MANAGEMENT GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
- 0 -
6
SHARED VOTING POWER
 
1,600,000
7
SOLE DISPOSITIVE POWER
 
- 0 -
8
SHARED DISPOSITIVE POWER
 
1,600,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,600,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
8.0%
12
TYPE OF REPORTING PERSON
 
OO

 
7
 
CUSIP NO. 04544X300
 
1
NAME OF REPORTING PERSON
 
MICHAEL BLITZER
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
- 0 -
6
SHARED VOTING POWER
 
1,600,000
7
SOLE DISPOSITIVE POWER
 
- 0 -
8
SHARED DISPOSITIVE POWER
 
1,600,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,600,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
8.0%
12
TYPE OF REPORTING PERSON
 
IN

 
8
 
CUSIP NO. 04544X300
 
1
NAME OF REPORTING PERSON
 
GUY SHANON
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
- 0 -
6
SHARED VOTING POWER
 
1,600,000
7
SOLE DISPOSITIVE POWER
 
- 0 -
8
SHARED DISPOSITIVE POWER
 
1,600,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,600,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
8.0%
12
TYPE OF REPORTING PERSON
 
IN

 
9
 
CUSIP NO. 04544X300
 
Item 1(a).
Name of Issuer:

Assisted Living Concepts, Inc.

Item 1(b).
Address of Issuer’s Principal Executive Offices:

W140 N8981 Lilly Road, Menomonee Falls, Wisconsin 53051.
 
Item 2(a).
Name of Person Filing:
 
This statement is filed by Kingstown Capital Management L.P., a Delaware limited partnership (“Kingstown Capital”), Kingstown Management GP LLC, a Delaware limited liability company (“Kingstown Management”), Kingstown Capital Partners, LLC, a Delaware limited liability company (“General Partner”), Kingstown Partners Master Ltd., a Cayman Islands corporation (“Master Fund”), Kingstown Partners II, L.P. a Delaware limited partnership (“Fund II”), Ktown, LP a Delaware limited partnership (“Ktown,” and together with Master Fund and Fund II, the “Funds”), Michael Blitzer and Guy Shanon. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  
 
General Partner is the general partner of each of the Funds.  Kingstown Capital is the investment manager of each of the Funds and a managed account (the “Kingstown Account”).  Kingstown Management is the general partner of Kingstown Capital.  Each of Mr. Blitzer and Mr. Shanon is a managing member of Kingstown Management.  By virtue of these relationships, each of Kingstown Capital, Kingstown Management, Mr. Blitzer and Mr. Shanon may be deemed to beneficially own the Shares held in the Kingstown Account and the Shares owned by the Funds.
 
Item 2(b).
Address of Principal Business Office or, if none, Residence:
 
The principal business address of each of Kingstown Capital, Kingstown Management, Fund II, Ktown, Michael Blitzer and Guy Shanon is 100 Park Ave, 21st Floor New York, NY 10017. The principal business address of Master Fund is c/o Intertrust Corporate Services, 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands.

Item 2(c).
Citizenship:
 
Kingstown Capital, Kingstown Management, the General Partner, Fund II and Ktown are organized under the laws of the State of Delaware. Master Fund is organized under the laws of the Cayman Islands. Messrs. Blitzer and Shanon are citizens of the United States of America.
 
Item 2(d).
Title of Class of Securities:
 
Class A Common Stock, par value $0.01 per share (the “Shares”).
 
Item 2(e).
CUSIP Number:
 
04544X300
 
 
10
 
CUSIP NO. 04544X300
 
Item 3.
If this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
 
 
/ /
Not Applicable
 
 
(a)
/  /
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
 
 
(b)
/  /
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
 
 
(c)
/  /
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
 
 
(d)
/  /
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
 
 
(e)
/ X /
Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E).
 
 
(f)
/  /
Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F).
 
 
(g)
/  /
Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G).
 
 
(h)
/  /
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
 
 
(i)
/  /
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).
 
 
(j)
/  /
Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
 
 
(k)
/  /
Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
 
Item 4.
Ownership.
 
All ownership information reported in this Item 4 is as of the close of business on December 31, 2012.
 
Master Fund
 
 
(a)
Amount beneficially owned:
 
1,138,057 Shares
 
 
(b)
Percent of class:
 
5.7% (based upon 20,072,122 Shares outstanding, which is the total number of Shares outstanding as of October 31, 2012 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2012).
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote
 
0 Shares
 
 
11
 
CUSIP NO. 04544X300
 
 
(ii)
Shared power to vote or to direct the vote
 
1,138,057 Shares
 
 
(iii)
Sole power to dispose or to direct the disposition of
 
0 Shares
 
 
(iv)
Shared power to dispose or to direct the disposition of
 
1,138,057 Shares
 
Fund II
 
 
(a)
Amount beneficially owned:
 
142,466 Shares
 
 
 
(b)
 Percent of class:
 
Less than 1% (based upon 20,072,122 Shares outstanding, which is the total number of Shares outstanding as of October 31, 2012 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2012).
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote
 
0 Shares
 
 
(ii)
Shared power to vote or to direct the vote
 
142,466 Shares
 
 
(iii)
Sole power to dispose or to direct the disposition of
 
0 Shares
 
 
(iv)
Shared power to dispose or to direct the disposition of
 
142,466 Shares
 
Ktown
 
 
(a)
Amount beneficially owned:
 
136,119 Shares
 
 
12
 
CUSIP NO. 04544X300
 
 
(b)
Percent of class:
 
Less than 1% (based upon 20,072,122 Shares outstanding, which is the total number of Shares outstanding as of October 31, 2012 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2012).
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote
 
0 Shares
 
 
(ii)
Shared power to vote or to direct the vote
 
136,119 Shares
 
 
(iii)
Sole power to dispose or to direct the disposition of
 
0 Shares
 
 
(iv)
Shared power to dispose or to direct the disposition of
 
136,119 Shares
 
General Partner
 
 
(a)
Amount beneficially owned:
 
1,416,642 Shares
 
 
(b)
Percent of class:
 
7.0% (based upon 20,072,122 Shares outstanding, which is the total number of Shares outstanding as of October 31, 2012 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2012).
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote
 
0 Shares
 
 
(ii)
Shared power to vote or to direct the vote
 
1,416,642 Shares
 
 
(iii)
Sole power to dispose or to direct the disposition of
 
0 Shares
 
 
(iv)
Shared power to dispose or to direct the disposition of
 
1,416,642 Shares
 
 
13
 
CUSIP NO. 04544X300
 
Kingstown Capital
 
 
(a)
Amount beneficially owned:
 
1,600,000 Shares (includes 183,358 Shares held in the Kingstown Account)
 
 
(b)
Percent of class:
 
8.0% (based upon 20,072,122 Shares outstanding, which is the total number of Shares outstanding as of October 31, 2012 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2012).
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote
 
0 Shares
 
 
(ii)
Shared power to vote or to direct the vote
 
1,600,000 Shares
 
 
(iii)
Sole power to dispose or to direct the disposition of
 
0 Shares
 
 
(iv)
Shared power to dispose or to direct the disposition of
 
1,600,000 Shares
 
Kingstown Management
 
 
(a)
Amount beneficially owned:
 
1,600,000 Shares (includes 183,358 Shares held in the Kingstown Account)
 
 
(b)
Percent of class:
 
8.0% (based upon 20,072,122 Shares outstanding, which is the total number of Shares outstanding as of October 31, 2012 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2012).
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote
 
0 Shares
 
 
(ii)
Shared power to vote or to direct the vote
 
1,600,000 Shares
 
 
14
 
CUSIP NO. 04544X300
 
 
(iii)
Sole power to dispose or to direct the disposition of
 
0 Shares
 
 
(iv)
Shared power to dispose or to direct the disposition of
 
1,600,000 Shares
 
Mr. Blitzer
 
 
(a)
Amount beneficially owned:
 
1,600,000 Shares (includes 183,358 Shares held in the Kingstown Account)
 
 
(b)
Percent of class:
 
8.0% (based upon 20,072,122 Shares outstanding, which is the total number of Shares outstanding as of October 31, 2012 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2012).
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote
 
0 Shares
 
 
(ii)
Shared power to vote or to direct the vote
 
1,600,000 Shares
 
 
(iii)
Sole power to dispose or to direct the disposition of
 
0 Shares
 
 
(iv)
Shared power to dispose or to direct the disposition of
 
1,600,000 Shares
 
Mr. Shanon
 
 
(a)
Amount beneficially owned:
 
1,600,000 Shares (includes 183,358 Shares held in the Kingstown Account)
 
 
(b)
Percent of class:
 
8.0% (based upon 20,072,122 Shares outstanding, which is the total number of Shares outstanding as of October 31, 2012 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2012).
 
 
15
 
CUSIP NO. 04544X300
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote
 
0 Shares
 
 
(ii)
Shared power to vote or to direct the vote
 
1,600,000 Shares
 
 
(iii)
Sole power to dispose or to direct the disposition of
 
0 Shares
 
 
(iv)
Shared power to dispose or to direct the disposition of
 
1,600,000 Shares
 
Each of Mr. Blitzer and Mr. Shanon is a managing member of Kingstown Management.  By virtue of these relationships, each of Kingstown Capital, Kingstown Management, Mr. Blitzer and Mr. Shanon may be deemed to beneficially own the Shares owned by the Funds.
 
The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein.  Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that are not directly owned by such Reporting Person.
 
Item 5.
Ownership of Five Percent or Less of a Class.
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [   ].
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
Not applicable.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
 
Not Applicable.
 
Item 8.
Identification and Classification of Members of the Group.
 
See Exhibit 99.1
 
Item 9.
Notice of Dissolution of Group.
 
Not Applicable.
 
 
16
 
CUSIP NO. 04544X300
 
Item 10.
Certifications.
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
17
 
CUSIP NO. 04544X300
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Date:  February 12, 2013
KINGSTOWN CAPITAL MANAGEMENT L.P.
   
   
 
By:
Kingstown Management GP LLC
   
its general partner
   
   
 
By:
/s/ Michael Blitzer
   
Michael Blitzer
Managing Member


 
KINGSTOWN PARTNERS II, L.P.
   
   
 
By:
Kingstown Capital Partners LLC
   
its general partner
   
   
 
By:
/s/ Michael Blitzer
   
Michael Blitzer
Managing Member


 
KTOWN, LP
   
   
 
By:
Kingstown Capital Partners LLC
   
its general partner
   
   
 
By:
/s/ Michael Blitzer
   
Michael Blitzer
Managing Member


 
KINGSTOWN MANAGEMENT GP LLC
   
   
 
By:
/s/ Michael Blitzer
   
Michael Blitzer
Managing Member

 
18
 
CUSIP NO. 04544X300

 
KINGSTOWN CAPITAL PARTNERS, LLC
   
   
 
By:
/s/ Michael Blitzer
   
Michael Blitzer
Managing Member


 
KINGSTOWN PARTNERS MASTER LTD.
   
   
 
By:
/s/ Michael Blitzer
   
Michael Blitzer
Director


 
/s/ Michael Blitzer
 
MICHAEL BLITZER


 
/s/ Guy Shanon
 
GUY SHANON
 
 
19