- Amended Statement of Ownership (SC 13G/A)
February 13 2009 - 4:43PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Under
the Securities Exchange Act of 1934
INFORMATION
STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
(Final
Amendment)
Assisted
Living Concepts, Inc.
(Name of
Issuer)
Class
A Common Stock, $0.01 par
value
(Title of
Class of Securities)
04544X102
(CUSIP
Number)
December
31,
2008
(Date of
Event Which Requires Filing of this Statement)
|
Check
the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|
¨
Rule
13d-1(b)
ý
Rule
13d-1(c)
¨
Rule
13d-1(d)
CUSIP No.
04544X102
Page 2
of
18
Pages
1)
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Scoggin
Capital Management, L.P. II
|
2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
ý
|
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
0
|
7)
|
SOLE
DISPOSITIVE POWER
0
|
8)
|
SHARED
DISPOSITIVE POWER
0
|
9)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10)
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
¨
|
11)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
12)
|
TYPE
OF REPORTING PERSON
PN
|
CUSIP No.
04544X102
Page 3
of
18
Pages
1)
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Scoggin
International Fund, Ltd.
|
2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
ý
|
3)
|
SEC
USE ONLY
|
4)
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Commonwealth
of the Bahamas
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5)
|
SOLE
VOTING POWER
0
|
6)
|
SHARED
VOTING POWER
0
|
7)
|
SOLE
DISPOSITIVE POWER
0
|
8)
|
SHARED
DISPOSITIVE POWER
0
|
9)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10)
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
¨
|
11)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
12)
|
TYPE
OF REPORTING PERSON
CO
|
CUSIP No.
04544X102
Page 4
of
18
Pages
1)
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Scoggin
Worldwide Fund, Ltd.
|
2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
ý
|
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
0
|
7)
|
SOLE
DISPOSITIVE POWER
0
|
8)
|
SHARED
DISPOSITIVE POWER
0
|
9)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10)
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
¨
|
11)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
12)
|
TYPE
OF REPORTING PERSON
CO
|
CUSIP No.
04544X102
Page 5
of
18
Pages
1)
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Old
Bell Associates LLC
|
2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
ý
|
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
0
|
7)
|
SOLE
DISPOSITIVE POWER
0
|
8)
|
SHARED
DISPOSITIVE POWER
0
|
9)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10)
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
¨
|
11)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
12)
|
TYPE
OF REPORTING PERSON
OO
|
CUSIP No.
04544X102
Page 6
of
18
Pages
1)
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
A.
Dev Chodry
|
2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
ý
|
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
0
|
7)
|
SOLE
DISPOSITIVE POWER
0
|
8)
|
SHARED
DISPOSITIVE POWER
0
|
9)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10)
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
¨
|
11)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
12)
|
TYPE
OF REPORTING PERSON
IN
|
CUSIP No.
04544X102
Page 7
of
18
Pages
1)
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Scoggin,
LLC
|
2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
ý
|
3)
|
SEC
USE ONLY
|
4)
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5)
|
SOLE
VOTING POWER
0
|
6)
|
SHARED
VOTING POWER
0
|
7)
|
SOLE
DISPOSITIVE POWER
0
|
8)
|
SHARED
DISPOSITIVE POWER
0
|
9)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10)
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
¨
|
11)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
12)
|
TYPE
OF REPORTING PERSON
OO
|
CUSIP No.
04544X102
Page 8
of
18
Pages
1)
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Craig
Effron
|
2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
ý
|
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
0
|
7)
|
SOLE
DISPOSITIVE POWER
0
|
8)
|
SHARED
DISPOSITIVE POWER
0
|
9)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10)
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
¨
|
11)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
12)
|
TYPE
OF REPORTING PERSON
IN
|
CUSIP No.
04544X102
Page 9
of
18
Pages
1)
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Curtis
Schenker
|
2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
ý
|
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
0
|
7)
|
SOLE
DISPOSITIVE POWER
0
|
8)
|
SHARED
DISPOSITIVE POWER
0
|
9)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10)
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
¨
|
11)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
12)
|
TYPE
OF REPORTING PERSON
IN
|
Schedule
13G
Item
1(a).
|
Name
of Issuer:
|
Assisted
Living Concepts, Inc.
Item
1(b).
|
Address
of Issuer’s Principal Executive
Offices:
|
111 West
Michigan Street
Milwaukee,
WI 53203
Item
2(a).
|
Name
of Persons Filing:
|
(i)
|
Scoggin
Capital Management, L.P. II
|
(ii)
|
Scoggin
International Fund, Ltd.
|
(iii)
|
Scoggin
Worldwide Fund, Ltd.
|
(iv)
|
Old
Bell Associates LLC
|
(collectively,
the “Reporting Persons” and each a “Reporting Person”)
Item
2(b).
|
Address
of Principal Business Office or, if None,
Residence:
|
Each of
the Reporting Persons, other than Scoggin International Fund, Ltd. and Scoggin
Worldwide Fund, Ltd., has a business address at 660 Madison Avenue, New York,
NY 10021.
Scoggin
International Fund, Ltd. has a business address at c/o Swiss Financial Services
(Bahamas) Ltd.; One Montague Place, 4th Floor; East Bay Street; P.O. Box
EE-17758; Nassau, Bahamas.
Scoggin
Worldwide Fund, Ltd. has a business address at c/o Q&H Corporate Services,
Ltd.; 3rd Floor, Harbour Centre; P.O. Box 1348; George Town, Grand Cayman,
Cayman Islands.
Item
2(c).
|
Citizenship
or Place of Organization:
|
(i)
|
Scoggin
Capital Management, L.P. II
|
Delaware
(ii) Scoggin
International Fund, Ltd.
Commonwealth of the Bahamas
(iii) Scoggin
Worldwide Fund, Ltd.
Cayman
Islands
(iv) Old
Bell Associates LLC
Delaware
(v) A.
Dev Chodry
USA
(vi) Scoggin,
LLC
New
York
(vii) Craig
Effron
USA
(viii) Curtis
Schenker
USA
Item
2(d).
|
Title
of Class of Securities:
|
Class A
Common Stock, $0.01 par value per share
Item
3.
|
If
this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or
(c), check whether the person filing is
a:
|
|
(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)
|
¨
|
Investment
Adviser in accordance with §
240.13d-1(b)(1)(ii)(E)
|
|
(f)
|
¨
|
Employee
benefit plan or endowment fund in accordance with §
240.13d-1(b)(1)(ii)(F)
|
|
(g)
|
¨
|
Parent
Holding Company or control person in accordance with
§240.13d-1(b)(ii)(G)
|
|
(h)
|
¨
|
Savings
Association as defined in §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
§3(c)(15) of the Investment Company Act of 1940 (15 U.S.C.
80a-3)
|
|
(j)
|
¨
|
Group,
in accordance with
§240.13d-1(b)(ii)(J)
|
(i) Scoggin
Capital Management, L.P. II
1
|
(a)
|
Amount
beneficially owned: 0
|
|
(c)
|
Number
of shares as to which such person
has:
|
(i)
Sole power to vote or to direct the vote: 0
|
(ii)
|
Shared
power to vote or to direct the vote:
0
|
(iii) Sole
power to dispose or to direct the disposition of: 0
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
0
|
(ii) Scoggin
International Fund, Ltd.
3
|
(a)
|
Amount
beneficially owned: 0
|
|
(b)
|
Percent
of class: 0.0%
|
|
(c)
|
Number
of shares as to which such person
has:
|
(i) Sole
power to vote or to direct the vote: 0
|
(ii)
|
Shared
power to vote or to direct the vote:
0
|
(iii) Sole
power to dispose or to direct the disposition of: 0
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
0
|
_______________________________
1
|
The
general partner of Scoggin Capital Management, L.P. II is S&E
Partners, L.P., a limited partnership organized under the laws of
Delaware. Scoggin, Inc., a corporation organized under the laws
of Delaware, is the sole general partner of S&E Partners,
L.P. Craig Effron and Curtis Schenker are the stockholders of
Scoggin, Inc.
|
2
|
Percentages
are based on 52,807,366 outstanding shares of Class A Common Stock (as set
forth on the Issuer’s Form 10-Q, filed on November 6, 2008 with the
Securities and Exchange
Commission).
|
3
|
The
investment manager of Scoggin International Fund, Ltd. is Scoggin,
LLC. Craig Effron and Curtis Schenker are the managing members
of Scoggin, LLC.
|
(iii) Scoggin
Worldwide Fund, Ltd.
4
|
(a)
|
Amount
beneficially owned: 0
|
|
(b)
|
Percent
of class: 0.0%
|
|
(c)
|
Number
of shares as to which such person
has:
|
|
(i)
|
Sole
power to vote or to direct the vote:
0
|
|
(ii)
|
Shared
power to vote or to direct the vote:
0
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
0
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
0
|
(ii) Old
Bell Associates, LLC
5
|
(a)
|
Amount
beneficially owned: 0
|
|
(b)
|
Percent
of class: 0.0%
|
|
(c)
|
Number
of shares as to which such person
has:
|
(i) Sole
power to vote or to direct the vote: 0
|
(ii)
|
Shared
power to vote or to direct the vote:
0
|
(iii) Sole
power to dispose or to direct the disposition of: 0
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
0
|
(iii) A.
Dev Chodry
|
(a)
|
Amount
beneficially owned: 0
|
|
(b)
|
Percent
of class: 0.0%
|
_______________________________
4
|
The
investment manager of Scoggin Worldwide Fund, Ltd. is Old Bellows Partners
LP. The general partner of Old Bellows Partners LP is Old Bell
Associates LLC. A. Dev Chodry is a principal of Old Bellows
Partners LP. Scoggin, LLC is a principal of Old Bellows
Partners LP and serves as investment sub-manager for equity and
event-driven investing for Scoggin Worldwide Fund, Ltd. Craig
Effron and Curtis Schenker are the managing members of Scoggin,
LLC.
|
5
|
Old
Bellows Partners LP is the investment manager of Scoggin Worldwide Fund,
Ltd. Old Bell Associates LLC is the general partner of Old
Bellows Partners LP.
|
|
(c)
|
Number
of shares as to which such person
has:
|
|
(i)
|
Sole
power to vote or to direct the vote:
0
|
|
(ii)
|
Shared
power to vote or to direct the vote:
0
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
0
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
0
|
|
(a)
|
Amount
beneficially owned: 0
|
|
(b)
|
Percent
of class: 0.0%
|
|
(c)
|
Number
of shares as to which such person
has:
|
|
(i)
|
Sole
power to vote or to direct the vote:
0
|
|
(ii)
|
Shared
power to vote or to direct the vote:
0
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
0
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
0
|
(v) Craig
Effron
|
(a)
|
Amount
beneficially owned: 0
|
|
(b)
|
Percent
of class: 0.0%
|
|
(c)
|
Number
of shares as to which such person
has:
|
|
(i)
|
Sole
power to vote or to direct the vote:
0
|
|
(ii)
|
Shared
power to vote or to direct the vote:
0
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
0
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
0
|
(vi) Curtis
Schenker
_______________________________
6
|
Scoggin,
LLC is the investment manager of Scoggin International Fund, Ltd. and the
investment manager for certain discretionary managed
accounts. Scoggin, LLC serves as investment sub-manager for
equity and event-driven investing for Scoggin Worldwide Fund, Ltd. Craig
Effron and Curtis Schenker are the managing members of Scoggin,
LLC.
|
|
(a)
|
Amount
beneficially owned: 0
|
|
(b)
|
Percent
of class: 0.0%
|
|
(c)
|
Number
of shares as to which such person
has:
|
|
(i)
|
Sole
power to vote or to direct the vote:
0
|
|
(ii)
|
Shared
power to vote or to direct the vote:
0
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
0
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
0
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person.
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding
Company.
|
Item
8.
|
Identification
and Classification of Members of the
Group.
|
Item
9.
|
Notice
of Dissolution of Group.
|
By
signing below the undersigned certifies 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.
After
reasonable inquiry and to the best knowledge and belief of the undersigned, the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
Scoggin
Capital Management, L.P. II
By: S&E
Partners, L.P., its General Partner
By: Scoggin,
Inc., its General Partner
|
By:
/s/ Craig
Effron
Title:
President
|
|
Dated
as of February 13, 2009
|
Scoggin
International Fund, Ltd.
By: Scoggin,
LLC, its Investment Manager
|
By:
/s/ Craig
Effron
Title:
Member
|
|
Dated
as of February 13, 2009
|
Scoggin
Worldwide Fund, Ltd.
|
By:
/s/ Craig
Effron
Title:
Director
|
|
Dated
as of February 13, 2009
|
Old
Bell Associates LLC
|
By:
/s/ A. Dev
Chodry
Title:
Manager
|
|
Dated
as of February 13, 2009
|
/s/ A. Dev
Chodry
A. Dev
Chodry
|
|
Dated
as of February 13, 2009
|
Scoggin,
LLC
|
By:
/s/ Craig
Effron
Title:
Member
|
|
Dated
as of February 13, 2009
|
/s/ Craig
Effron
Craig
Effron
|
|
Dated
as of February 13, 2009
|
/s/ Curtis
Schenker
Curtis
Schenker
|
|
Dated
as of February 13, 2009
|
|
Agreement
of Joint Filing
|
Pursuant
to 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended,
the undersigned hereby confirm the agreement by and among them to join in the
filing on behalf of each of them of a Statement on Schedule 13G and any and all
amendments thereto, and that this Agreement be included as an Exhibit to such
filing.
This
Agreement may be executed in any number of counterparts each of which shall be
deemed to be an original and all of which together shall be deemed to constitute
one and the same Agreement.
IN
WITNESS WHEREOF, the undersigned have executed this Agreement.
Scoggin
Capital Management, L.P. II
By: S&E
Partners, L.P., its General Partner
By: Scoggin,
Inc., its General Partner
|
By:
/s/ Craig
Effron
Title:
President
|
|
Dated
as of February 13, 2009
|
Scoggin
International Fund, Ltd.
By: Scoggin,
LLC, its Investment Manager
|
By:
/s/ Craig
Effron
Title:
Member
|
|
Dated
as of February 13, 2009
|
Scoggin
Worldwide Fund, Ltd.
|
By:
/s/ Craig
Effron
Title:
Director
|
|
Dated
as of February 13, 2009
|
Old
Bell Associates LLC
|
By:
/s/ A. Dev
Chodry
Title:
Manager
|
|
Dated
as of February 13, 2009
|
/s/ A. Dev
Chodry
A. Dev
Chodry
|
|
Dated
as of February 13, 2009
|
Scoggin,
LLC
|
By:
/s/ Craig
Effron
Title:
Member
|
|
Dated
as of February 13, 2009
|
/s/ Craig
Effron
Craig
Effron
|
Dated as of February 13, 2009
/s/ Curtis
Schenker
Curtis
Schenker
|
Dated as of February 13, 2009
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