UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Chairman and President
Thornridge Holdings Limited
165 Hammonds Plains Road
Bedford, Nova Scotia B4A 4C7
(902) 835-9525
Receive Notices and Communications)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
* 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 disclosure 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 | NAMES OF REPORTING PERSONS Thornridge Holdings Limited | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
OO | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
The province of incorporation is Nova Scotia, Canada | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 1,635,733 shares | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 shares | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 1,635,733 shares | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 shares | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
1,635,733 shares | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
14.3% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
CO |
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CUSIP NO. 04544X300
ASSISTED LIVING CONCEPTS, INC.
(a) | The name of the reporting person is Thornridge Holdings Limited, a Nova Scotia limited company (“Thornridge Holdings”). | ||
(b) | The address of Thornridge Holdings is 165 Hammonds Plains Road, Bedford, Nova Scotia B4A 4C7. | ||
(c) | The principal business of Thornridge Holdings is serving as a private investment holding company. | ||
(d) | Thornridge Holdings has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years. | ||
(e) | Thornridge Holdings has not during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | ||
(f) | Thornridge Holdings is a limited company organized under the laws of Nova Scotia. |
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• | 172,658 shares of Class A Common Stock and 1,361,000 shares of Class B Common Stock have been pledged as security for loans from The Canadian Imperial Bank of Commerce. |
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THORNRIDGE HOLDINGS LIMITED | ||||
By: | /s/ David J. Hennigar | |||
Name: | David J. Hennigar | |||
Title: | Chairman and President |
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Present Principal Occupation | ||||||
or Employment and the Name, | ||||||
Principal Business and | ||||||
Address of Any Corporation | ||||||
or Other Organization in | ||||||
Residence or Business | Which Such Employment is | |||||
Name | Address | Conducted | Citizenship | |||
Directors | ||||||
David J. Hennigar | 165 Hammonds Plains Road Bedford, NS B4A 4C7 | Investment Advisor Jennings Capital Inc. Suite 100, Pedway Level Barrington Place 1903 Barrington St. Halifax, NS B3J 3L7 (investment advisor/broker) | Canada | |||
John W. Buckland | 1 Birch Street Bedford, NS B4A 2W7 | Truck Driver Canada Post Corp. 6175 Almon St. Halifax, NS B3K 5W9 (postal service) | Canada | |||
Andrew J. Hennigar | 629 Basinview Dr. Bedford, NS B4A 3E8 | Automotive Service Manager Halifax BMW 3240 Kempt Rd. Halifax, NS B3K 4X1 (car dealership) | Canada | |||
Geoffrey R. Hennigar | 2837 Hwy #221 Aylesford, NS B0P 1C0 | Self-employed (farmer) | Canada | |||
Laurie D. Hennigar | 1770 Middle Dyke Road Centreville, NS B0P 1J0 | Retired | Canada | |||
Matthew R. Hennigar | 38a William Street Hantsport, NS B0P 1L0 | President Millroi Construction Services Inc./Construction 1388 Middle Dyke Rd. Canning, NS B0P 1H0 (construction services) | Canada | |||
Timothy G. Hennigar | 260 Phinney Mountain Rd. PO Box 35 Bridgetown, NS B0S 1C0 | Self-employed (agricultural production) | Canada |
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Present Principal Occupation | ||||||
or Employment and the Name, | ||||||
Principal Business and | ||||||
Address of Any Corporation | ||||||
or Other Organization in | ||||||
Residence or Business | Which Such Employment is | |||||
Name | Address | Conducted | Citizenship | |||
Trevor D. Hennigar | 45 Anchor Drive Halifax, NS B3N 3J5 | Mechanical Engineer Eon WindElectric 200-300 Prince Albert Rd. Dartmouth, NS B2Y 4J2 (Wind Energy Project management) | Canada | |||
Joe J.J. Ueffing | 1624 Gospel Woods Road Canning, NS B0P 1H0 | Retired | Canada | |||
Joost D.J. Ueffing | 606 Braecreek Ave. Kanata, ON K2W 0B1 | Currently unemployed | Canada | |||
Executive Officers | ||||||
David J. Hennigar | 165 Hammonds Plains Road Bedford, NS B4A 4C7 | Investment Advisor Jennings Capital Inc. Suite 100, Pedway Level Barrington Place 1903 Barrington St. Halifax, NS B3J 3L7 (investment advisor/broker) | Canada | |||
C. Robert Gillis | 165 Hammonds Plains Road Bedford, NS B4A 4C7 | Senior Officer Annapolis Group Inc. 165 Hammonds Plains Road Bedford, NS B4A 4C7 (real estate development and merchant banking) | Canada |
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Assuming | ||||||||||||||||||||||||||||
Full | Percent of Total Votes | |||||||||||||||||||||||||||
Number of Shares | Conversion | Percentage of | If Fully | |||||||||||||||||||||||||
Owned | (1) | Issued Shares | No | Converted | ||||||||||||||||||||||||
Name | Class A | Class B | Class A | Class A | Class B | Conversion | (1) | |||||||||||||||||||||
David J. Hennigar | 4,002 | 3,080 | (2) | 7,313 | * | * | * | * | ||||||||||||||||||||
Laurie D. Hennigar | 1,200 | (3) | — | 1,200 | * | * | * | * |
* | Less than 1.0%. |
(1) | Each Class B share may be converted into 1.075 Class A shares at the option of the holder. These columns assume that all of the outstanding Class B shares were converted into Class A shares such that a single class of common stock remained outstanding. | |
(2) | The Class B shares are pledged as collateral for a bank line of credit with the Bank of Montreal. | |
(3) | Held in trust for grandchildren. |
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