SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
Assisted Living Concepts, Inc.
(Name of Issuer)
Class A Common Stock, $.01 par value per share
(Title of Class of Securities)
04544X102
(CUSIP Number)
_____August 3, 2007_____
(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) |
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X | Rule 13d-1(c) |
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| Rule 13d-1(d) |
*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. 04544X102 | 13G | Page 2 of 11 Pages |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) JMB Capital Partners Master Fund, L.P. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] Joint Filer | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | ||
NUMBER OF | 5 | SOLE VOTING POWER 0 | |
SHARES BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 2,000,000 | |
EACH REPORTING PERSON | 7 | SOLE DISPOSITIVE POWER 0 | |
WITH
| 8 | SHARED DISPOSITIVE POWER 2,000,000 | |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,000,000 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.39% | ||
12 | TYPE OF REPORTING PERSON* PN | ||
CUSIP No. 04544X102 | 13G | Page 3 of 11 Pages |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Smithwood Advisers, L.P. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] Joint Filer | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION California | ||
NUMBER OF | 5 | SOLE VOTING POWER 0 | |
SHARES BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 2,000,000 | |
EACH REPORTING PERSON | 7 | SOLE DISPOSITIVE POWER 0 | |
WITH
| 8 | SHARED DISPOSITIVE POWER 2,000,000 | |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,000,000 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.39% | ||
12 | TYPE OF REPORTING PERSON* PN | ||
CUSIP No. 04544X102 | 13G | Page 4 of 11 Pages |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Smithwood General Partner, LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] Joint Filer | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION California | ||
NUMBER OF | 5 | SOLE VOTING POWER 0 | |
SHARES BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 2,000,000 | |
EACH REPORTING PERSON | 7 | SOLE DISPOSITIVE POWER 0 | |
WITH
| 8 | SHARED DISPOSITIVE POWER 2,000,000 | |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,000,000 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.39% | ||
12 | TYPE OF REPORTING PERSON* OO | ||
CUSIP No. 04544X102 | 13G | Page 5 of 11 Pages |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Smithwood Partners, LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] Joint Filer | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION California | ||
NUMBER OF | 5 | SOLE VOTING POWER 0 | |
SHARES BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 2,000,000 | |
EACH REPORTING PERSON | 7 | SOLE DISPOSITIVE POWER 0 | |
WITH
| 8 | SHARED DISPOSITIVE POWER 2,000,000 | |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,000,000 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.39% | ||
12 | TYPE OF REPORTING PERSON* OO | ||
CUSIP No. 04544X102 | 13G | Page 6 of 11 Pages |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Jonathan Brooks | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] Joint Filer | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
NUMBER OF | 5 | SOLE VOTING POWER 0 | |
SHARES BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 2,000,000 | |
EACH REPORTING PERSON | 7 | SOLE DISPOSITIVE POWER 0 | |
WITH
| 8 | SHARED DISPOSITIVE POWER 2,000,000 | |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,000,000 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.39% | ||
12 | TYPE OF REPORTING PERSON* IN | ||
CUSIP No. 04544X102 | 13G | Page 7 of 11 Pages |
Item 1.
(a)
Name of Issuer
Assisted Living Concepts, Inc.
(b)
Address of Issuer’s Principal Executive Offices
W140 N8981 Lilly Road
Menomonee Falls, Wisconsin
Item 2.
(a)
Name of Person Filing
JMB Capital Partners Master Fund L.P. (the “Fund”)
Smithwood Advisers, L.P. (“Advisers”)
Smithwood General Partner, LLC (“Smithwood GP”)
Smithwood Partners, LLC (“Partners”)
Jonathan Brooks (“Brooks”)
(collectively hereinafter referred to as the “Reporting Persons”)
Mr. Brooks is the Managing Member of Partners, which is the General Partner of the Fund.
Mr. Brooks is also the controlling owner and Managing Member of Smithwood GP, which is the General Partner of Advisers, the Fund’s investment adviser.
The Fund directly owns the shares of Class A Common Stock, $.01 par value per share to which this Schedule 13G relates (the “Shares”). Each of Advisers, Smithwood GP, Partners and Brooks by virtue of their relationships to the Fund may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the Shares directly owned by the Fund, but each disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.
All of the assets of JMB Capital Partners, L.P., including the Shares, were transferred to the Fund, effective July 2, 2007.
(b)
Address of Principal Business Office or, if none, Residence
c/o Smithwood Advisers, L.P.
1999 Avenue of the Stars, Suite 2040
Los Angeles, CA 90067
(c)
Citizenship
The Fund is a limited partnership formed and existing under the laws of the Cayman Islands.
Advisers is a limited partnership formed and existing under the laws of the State of California.
Smithwood GP is a limited liability company formed and existing under the laws of the State of California.
Partners is a limited liability company formed and existing under the laws of the State of California.
Brooks is a citizen of the United States.
(d)
Title of Class of Securities
Class A Common Stock, $.01 par value per share
CUSIP No. 04544X102 | 13G | Page 8 of 11 Pages |
(e)
CUSIP Number
04544X102
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: NOT APPLICABLE.
(a) |
| Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
| Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
| Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
| Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
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(e) |
| An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
| An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
| A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
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(h) |
| A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
| A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
| Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4.
Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a)
Amount beneficially owned:
As of the date of this filing: The Reporting Persons beneficially own 2,000,000 shares of the Class A Common Stock of the Issuer.
(b)
Percent of class: Taking into consideration that 59,118,982 shares of the Class A Common Stock are issued and outstanding as reported in the Issuer’s Form 10-Q/A filed with the Securities and Exchange Commission on August 13, 2007 for the quarter ended June 30, 2007.
3.39%
(c)
Number of shares as to which the Reporting Person have:
(i)
Sole power to vote or to direct the vote – 0
(ii)
Shared power to vote or to direct the vote – The Reporting Persons share the power to vote or direct the vote of the 2,000,000 shares of Class A Common Stock beneficially owned by each of them.
(iii)
Sole power to dispose or to direct the disposition of – 0
(iv)
Shared power to dispose or to direct the disposition of – The Reporting Persons share the power to dispose or to direct the disposition of the 2,000,000 shares of Class A Common Stock beneficially owned by each of them.
CUSIP No. 04544X102 | 13G | Page 9 of 11 Pages |
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 [X].
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.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certification
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.
CUSIP No. 04544X102 | 13G | Page 10 of 11 Pages |
SIGNATURE
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.
Dated: August 15, 2007
JMB Capital Partners Master Fund, L.P.
By: Smithwood Partners, LLC, its General Partner
By: ____/s/Jonathan Brooks_______________
Jonathan Brooks, Managing Member
Smithwood Partners, LLC
By: ____/s/Jonathan Brooks ______________
Jonathan Brooks, Managing Member
Smithwood Advisers, L.P.
By: Smithwood General Partner, LLC,
its General Partner
By: ____/s/Jonathan Brooks________________
Jonathan Brooks, Managing Member
Smithwood General Partner, LLC
By: ____/s/Jonathan Brooks ________________
Jonathan Brooks, Managing Member
________/s/Jonathan Brooks ________________
Jonathan Brooks, Individually
CUSIP No. 04544X102 | 13G | Page 11 of 11 Pages |
Exhibit No. 1
JOINT FILING AGREEMENT
The undersigned hereby consent to the joint filing by any of them of a Statement on Schedule 13G and any amendments thereto, whether heretofore or hereafter filed, relating to the securities of Assisted Living Concepts, Inc. and hereby affirms that this Schedule 13G is being filed on behalf of each of the undersigned.
Dated: August 15, 2007
JMB Capital Partners Master Fund, L.P.
By: Smithwood Partners, LLC, its General Partner
By: ____/s/Jonathan Brooks ________________
Jonathan Brooks, Managing Member
Smithwood Partners, LLC
By: ____/s/Jonathan Brooks ________________
Jonathan Brooks, Managing Member
Smithwood Advisers, L.P.
By: Smithwood General Partner, LLC,
its General Partner
By: ____/s/Jonathan Brooks _________________
Jonathan Brooks, Managing Member
Smithwood General Partner, LLC
By: ____/s/Jonathan Brooks _________________
Jonathan Brooks, Managing Member
_______/s/Jonathan Brooks _________________
Jonathan Brooks, Individually