Exhibit (a)(2)
LETTER OF TRANSMITTAL
THE OFFER, WITHDRAWAL RIGHTS AND PRORATION
PERIOD WILL EXPIRE AT 12:00 MIDNIGHT, PACIFIC
STANDARD TIME, ON JUNE 21, 2002 (THE
"EXPIRATION DATE") UNLESS EXTENDED.
Deliver to: MacKenzie Patterson, Inc.
1640 School Street
Moraga, California 94556
For Assistance: (800) 854-8357
Via Facsimile: (925) 631-9119
E-Mail Address: offers@mackpatt.com
(PLEASE INDICATE CHANGES OR CORRECTIONS TO
THE ADDRESS PRINTED TO THE LEFT)
To participate in the Offer, a duly executed copy of this Letter of
Transmittal and any other documents required by this Letter of Transmittal must
be received by the Depositary on or prior to the Expiration Date.
Delivery of this Letter of Transmittal or any other required documents
to an address other than as set forth above does not constitute valid delivery.
The method of delivery of all documents is at the election and risk of the
tendering Shareholder. Please use the pre-addressed, postage-paid envelope
provided.
This Letter of Transmittal is to be completed by holders of COMMON STOCK,
PAR VALUE $.01 in ASSISTED LIVING CONCEPTS, INC., a Nevada corporation (the
"Company"), pursuant to the procedures set forth in the Offer to Purchase (as
defined below). Capitalized terms used herein and not defined herein have the
meanings ascribed to such terms in the Offer to Purchase.
PLEASE CAREFULLY READ THE ACCOMPANYING INSTRUCTIONS
Gentlemen:
The undersigned hereby tenders to MP ACQUISITION CO., LLC (the "Purchaser")
all of the Shares of common stock, $.01 par value ("Shares") in the Company held
by the undersigned as set forth above (or, if less than all such Shares, the
number set forth below in the signature box), at a purchase price equal to $3.25
per Share, less the amount of any dividends paid or declared with respect to the
Shares between May 22, 2002 and the Expiration Date, and upon the other terms
and subject to the conditions set forth in the Offer to Purchase, dated May 22,
2002 (the "Offer to Purchase") and in this Letter of Transmittal, as each may be
supplemented or amended from time to time (which together constitute the
"Offer"). Receipt of the Offer to Purchase is hereby acknowledged. The
undersigned recognizes that, if more than the maximum number of Shares sought
(the lesser of 200,000 Shares or the number of Shares which, when added to the
number of all other Shares transferred within the 12 months preceding the
closing of the offer, would not equal or exceed 50% of the outstanding Shares)
are validly tendered prior to or on the Expiration Date and not properly
withdrawn, the Purchaser will, upon the terms of the Offer, accept for payment
from among those Shares tendered prior to or on the Expiration Date the maximum
number of Shares up to 200,000 Shares on a pro rata basis, with adjustments to
avoid purchases of certain fractional Shares, based upon the number of Shares
validly tendered prior to the Expiration Date and not withdrawn. Subject to and
effective upon acceptance for payment of any of the Shares tendered hereby, the
undersigned hereby sells, assigns and transfers to, or upon the order of,
Purchaser all right, title and interest in and to such Shares which are
purchased pursuant to the Offer. The undersigned hereby irrevocably constitutes
and appoints the Purchaser as the true and lawful agent and attorney-in-fact and
proxy of the undersigned with respect to such Shares, with full power of
substitution (such power of attorney and proxy being deemed to be an irrevocable
power and proxy coupled with an interest), to deliver such Shares and transfer
ownership of such Shares, on the books of the Company, together with all
accompanying evidences of transfer and authenticity, to or upon the order of the
Purchaser and, upon payment of the purchase price in respect of such Shares by
the Purchaser, to exercise all voting rights and to receive all benefits and
otherwise exercise all rights of beneficial ownership of such Shares all in
accordance with the terms of the Offer. Upon the purchase of Shares pursuant to
the Offer, all prior proxies and consents given by the undersigned with respect
to such Shares will be revoked and no subsequent proxies or consents may be
given (and if given will not be deemed effective). In addition, by executing
this Letter of Transmittal, the undersigned assigns to the Purchaser all of the
undersigned's rights to receive distributions from the Company with respect to
Shares which are purchased pursuant to the Offer, other than dividends declared
or paid through the Expiration Date and to change the address of record for such
distributions on the books of the Company. Upon request, the Seller will execute
and deliver, and irrevocably directs any custodian to execute and deliver, any
additional documents deemed by the Purchaser to be necessary or desirable to
complete the assignment, transfer and purchase of such Shares.
The undersigned hereby represents and warrants that the undersigned owns
the Shares tendered hereby within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended, and has full power and authority to validly
tender, sell, assign and transfer the Shares tendered hereby, and that when any
such Shares are purchased by the Purchaser, the Purchaser will acquire good,
marketable and unencumbered title thereto, free and clear of all liens,
restrictions, charges, encumbrances, conditional sales agreements or other
obligations relating to the sale or transfer thereof, and such Shares will not
be subject to any adverse claim. Upon request, the undersigned will execute and
deliver any additional documents deemed by the Purchaser to be necessary or
desirable to complete the assignment, transfer and purchase of Shares tendered
hereby.
The undersigned understands that a tender of Shares to the Purchaser will
constitute a binding agreement between the undersigned and the Purchaser upon
the terms and subject to the conditions of the Offer. The undersigned recognizes
the right of the Purchaser to effect a change of distribution address to
MacKenzie Patterson, Inc. at 1640 School Street, Moraga, California, 94556. The
undersigned recognizes that under certain circumstances set forth in the Offer
to Purchase, the Purchaser may not be required to accept for payment any of the
Shares tendered hereby. In such event, the undersigned understands that any
Letter of Transmittal for Shares not accepted for payment will be destroyed by
the Purchaser. All authority herein conferred or agreed to be conferred shall
survive the death or incapacity of the undersigned and any obligations of the
undersigned shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned. Except as stated in the Offer to
Purchase, this tender is irrevocable.
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SIGNATURE BOX
(Please complete Boxes A, B, C and D on the following page as necessary)
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Please sign exactly as your name is
printed (or corrected) above, and insert
your Taxpayer Identification Number X
or Social Security Number in the space -----------------------------------
provided below your signature. (Signature of Owner) Date
For joint owners, each joint owner must
sign. (See Instructions 1) The signatory
hereto hereby certifies under penalties
of perjury the statements in Box B,
Box C and if applicable, Box D.
X
-----------------------------------
(Signature of Owner) Date
If the undersigned is tendering less than
all Shares held the number of Shares
tendered is set forth below. Otherwise,
all Shares held by the undersigned are
tendered hereby.
Taxpayer I.D. or Social # __________________
_____________ Shares Telephone No.(day) _________________________
(eve.) ________________________
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BOX A
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Medallion Signature Guarantee
(Required for all Sellers)
(See Instruction 1)
Name and Address of Eligible Institution: ______________________________________
Authorized Signature __________________________ Title ______________________
Name ________________________________ Date ________________,200______________
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BOX B
SUBSTITUTE FORM W-9
(See Instruction 3 - Box B)
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The person signing this Letter of Transmittal hereby certifies the
following to the Purchaser under penalties of perjury:
(i) The TIN set forth in the signature box on the front of
this Letter of Transmittal is the correct TIN of the Shareholder, or if this box
[ ] is checked, the Shareholder has applied for a TIN. If the Shareholder has
applied for a TIN, a TIN has not been issued to the Shareholder, and either: (a)
the Shareholder has mailed or delivered an application to receive a TIN to the
appropriate IRS Center or Social Security Administration Office, or (b) the
Shareholder intends to mail or deliver an application in the near future (it
being understood that if the Shareholder does not provide a TIN to the Purchaser
within sixty (60) days, 31% of all reportable payments made to the Shareholder
thereafter will be withheld until a TIN is provided to the Purchaser); and
(ii) Unless this box [ ] is checked, the Shareholder is not
subject to backup withholding either because the Shareholder: (a) is exempt from
backup withholding, (b) has not been notified by the IRS that the Shareholder is
subject to backup withholding as result of a failure to report all interest or
dividends, or (c) has been notified by the IRS that such Shareholder is no
longer subject to backup withholding.
Note: Place an "X" in the box in (ii) if you are unable to certify that the
Shareholder is not subject to backup withholding.
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BOX C
FIRPTA AFFIDAVIT
(See Instruction 3 - Box C)
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Under Section 1445(e)(5) of the Internal Revenue Code and Treas. Reg.
1.1445-11T(d), a transferee must withhold tax equal to 10% of the amount
realized with respect to certain transfers of an interest in a Company if 50% or
more of the value of its gross assets consists of U.S. real property interests
and 90% or more of the value of its gross assets consists of U.S. real property
interests plus cash equivalents, and the holder of the Company interest is a
foreign person. To inform the Purchaser that no withholding is required with
respect to the Shareholder's interest in the Company, the person signing this
Letter of Transmittal hereby certifies the following under penalties of perjury;
(i) Unless this box [ ] is checked, the Shareholder, if an
individual, is a U.S. citizen or a resident alien for purposes of U.S. income
taxation, and if other than an individual, is not a foreign corporation, foreign
Company, foreign estate or foreign trust (as those terms are defined in the
Internal Revenue Code and Income Tax Regulations); (ii) the Shareholder's U.S.
social security number (for individuals) or employer identification number (for
non-individuals) is correctly printed in the signature box on the front of this
Letter of Transmittal; and (iii) the Shareholder's home address (for
individuals), or office address (for non-individuals), is correctly printed (or
corrected) on the front of this Letter of Transmittal. If a corporation, the
jurisdiction of incorporation is __________.
The person signing this Letter of Transmittal understands that this
certification may be disclosed to the IRS by the Purchaser and that any false
statements contained herein could be punished by fine, imprisonment, or both.
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BOX D
SUBSTITUTE FORM W-8
(See Instruction 4 - Box D)
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By checking this box [ ], the person signing this Letter of
Transmittal hereby certifies under penalties of perjury that the Shareholder is
an "exempt foreign person" for purposes of the backup withholding rules under
the U.S. federal income tax laws, because the Shareholder:
(i) Is a nonresident alien individual or a foreign corporation,
Company, estate or trust;
(ii) If an individual, has not been and plans not to be present in the
U.S. for a total of 183 days or more during the calendar year; and
(iii) Neither engages, nor plans to engage, in a U.S. trade or business
that has effectively connected gains from transactions with a
broker or barter exchange.
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INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. Tender, Signature Requirements; Delivery. After carefully reading and
completing this Letter of Transmittal, in order to tender Shares a Shareholder
must sign at the "X" on the bottom of the first page of this Letter of
Transmittal and insert the Shareholder's correct Taxpayer Identification Number
or Social Security Number ("TIN") in the space provided below the signature. The
signature must correspond exactly with the name printed (or corrected) on the
front of this Letter of Transmittal without any change whatsoever. If this
Letter of Transmittal is signed by the registered Shareholder of the Shares a
Medallion signature guarantee on this Letter of Transmittal is required.
Similarly, if Shares are tendered for the account of a member firm of a
registered national security exchange, a member firm of the National Association
of Securities Dealers, Inc. or a commercial bank, savings bank, credit union,
savings and loan association or trust company having an office, branch or agency
in the United States (each an "Eligible Institution"), a Medallion signature
guarantee is required. In all other cases, signatures on this Letter of
Transmittal must be Medallion guaranteed by an Eligible Institution, by
completing the Signature guarantee set forth in BOX A of this Letter of
Transmittal. If any tendered Shares are registered in the names of two or more
joint holders, all such holders must sign this Letter of Transmittal. If this
Letter of Transmittal is signed by trustees, administrators, guardians,
attorneys-in-fact, officers of corporations, or others acting in a fiduciary or
representative capacity, any such person should so indicate when signing and
must submit proper evidence satisfactory to the Purchaser of its authority to so
act. For Shares to be validly tendered, a properly completed and duly executed
Letter of Transmittal, together with any required signature guarantees in BOX A,
and any other documents required by this Letter of Transmittal, must be received
by the depositary prior to or on the Expiration Date at its address or facsimile
number set forth on the front of this Letter of Transmittal. No alternative,
conditional or contingent tenders will be accepted. All tendering Shareholders
by execution of this Letter of Transmittal waive any right to receive any notice
of the acceptance of their tender.
2. Transfer Taxes. The Purchaser will pay or cause to be paid all transfer
taxes, if any, payable in respect of Shares accepted for payment pursuant to the
Offer.
3. U.S. Persons. A Shareholder who or which is a United States citizen or
resident alien individual, a domestic corporation, a domestic Company, a
domestic trust or a domestic estate (collectively "United States persons") as
those terms are defined in the Internal Revenue Code and Income Tax Regulations,
should complete the following:
Box B - Substitute Form W-9. In order to avoid 31% federal income tax
backup withholding, the Shareholder must provide to the Purchaser the
Shareholder's correct Taxpayer Identification Number or Social Security Number
("TIN") in the space provided below the signature line and certify, under
penalties of perjury, that such Shareholder is not subject to such backup
withholding. The TIN that must be provided is that of the registered Shareholder
indicated on the front of this Letter of Transmittal. If a correct TIN is not
provided, penalties may be imposed by the Internal Revenue Service ("IRS"), in
addition to the Shareholder being subject to backup withholding. Certain
Shareholders (including, among others, all corporations) are not subject to
backup withholding. Backup withholding is not an additional tax. If withholding
results in an overpayment of taxes, a refund may be obtained from the IRS.
Box C - FIRPTA Affidavit. To avoid potential withholding of tax
pursuant to Section 1445 of the Internal Revenue Code, each Shareholder who or
which is a United States Person (as defined Instruction 3 above) must certify,
under penalties of perjury, the Shareholder's TIN and address, and that the
Shareholder is not a foreign person. Tax withheld under Section 1445 of the
Internal Revenue Code is not an additional tax. If withholding results in an
overpayment of tax, a refund may be obtained from the IRS.
4. Foreign Persons. In order for a Shareholder who is a foreign person (i.e.,
not a United States Person as defined in 3 above) to qualify as exempt from 31%
backup withholding, such foreign Shareholder must certify, under penalties of
perjury, the statement in BOX D of this Letter of Transmittal attesting to that
foreign person's status by checking the box preceding such statement. However,
such person will be subject to withholding of tax under Section 1445 of the
Code.
5. Additional Copies of Offer to Purchase and Letter of Transmittal. Requests
for assistance or additional copies of the Offer to Purchase and this Letter of
Transmittal may be obtained from the Purchaser by calling 800-854-8357.
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