Exhibit (a)(4)
[Published May 22, 2002 in Investors Business Daily]
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This announcement is neither an offer to buy nor a solicitation of an offer to
sell Shares. The Offer is being made solely by the formal Offer to Purchase
forwarded to Shareholders of record and is not being made to, nor will tenders
be accepted from or on behalf of, Shareholders residing in any jurisdiction in
which making or accepting the Offer would violate that jurisdiction's laws. In
those jurisdictions where the securities, blue sky or other laws require the
Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be
made on behalf of Purchasers only by one or more registered dealers licensed
under the laws of such jurisdiction.
NOTICE OF OFFER TO PURCHASE FOR CASH:
Up to 200,000 SHARES OF COMMON STOCK, PAR VALUE $.01 of
ASSISTED LIVING CONCEPTS, INC, a Nevada corporation (the "Company")
at a price of $3.25 per Share
by
MP ACQUISITION CO., LLC (the "Purchaser")
The Purchaser is offering to purchase for cash up to 200,000 shares of COMMON
STOCK, PAR VALUE $.01 ("Shares") of the Company, at a price of $3.25 per Share
upon the terms and subject to the conditions set forth in Purchaser's Offer to
Purchase and in the related Letter of Transmittal for the offer (which together
constitute the "Offer" and the "Tender Offer Documents").
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, PACIFIC DAYLIGHT TIME,
ON JUNE 21, 2002, UNLESS THE OFFER IS EXTENDED.
Funding for the purchase of the Shares will be provided through the Purchaser's
existing working capital. The Offer is not made for the purpose of acquiring or
influencing control of the business of the issuer. The Offer will expire at
12:00 midnight, Pacific Standard Time on June 21, 2002, unless and until
Purchaser, in its sole discretion, shall have extended the period of time for
which the Offer is open (such date and time, as extended the "Expiration Date").
The Purchaser will not provide a subsequent offering period following the
Expiration Date. If the Purchaser makes a material change in the terms of the
Offer, or if it waives a material condition to the Offer, Purchaser will extend
the Offer and disseminate additional tender offer materials to the extent
required by Rules 14d-4(c) and 14d-6(d) under the Securities Exchange Act of
1934, as amended (the "Exchange Act"). The minimum period during which the Offer
must remain open following any material change in the terms of the Offer, other
than a change in price or a change in percentage of securities sought or a
change in any dealer's soliciting fee, will depend upon the facts and
circumstances including the materiality of the change with respect to a change
in price or, subject to certain limitations, a change in the percentage of
securities ought or a change in any dealer's soliciting fee. A minimum of ten
business days from the date of such change is generally required to allow for
adequate dissemination to Shareholders. Accordingly, if prior to the Expiration
Date, Purchaser increases (other than increases of not more than two percent of
the outstanding Shares) or decreases the number of Shares being sought, or
increases or decreases the consideration offered pursuant to the Offer, and if
the Offer is scheduled to expire at any time earlier than the period ending on
the tenth business day from the date that notice of such increase or decrease is
first published, sent or given to Shareholders, the Offer will be extended at
least until the expiration of such ten business days. For purposes of the Offer,
a "business day" means any day other than a Saturday, Sunday or federal holiday
and consists of the time period from 12:01 a.m. through 12:00 midnight, Pacific
Standard Time. In all cases payment for the Shares purchased pursuant to the
Offer will be made only after timely receipt of the Letters of Transmittal (or
facsimiles thereof), properly completed and duly executed, with any required
signature guarantees, and any other documents required by such Letters of
Transmittal.
Tenders of Shares made pursuant to the Offer is irrevocable, except that
Shareholders who tender their Shares in response to the Offer will have the
right to withdraw their tendered Shares at any time prior to the Expiration Date
by sending to MacKenzie Patterson, Inc. a written or facsimile transmission
notice of withdrawal identifying the name of the person who tendered Shares to
be withdrawn, signed by the same persons and in the same manner as the Letter of
Transmittal tendering the Shares to be withdrawn. In addition, tendered Shares
may be withdrawn at any time on or after July 21, 2002, unless the tender has
theretofore been accepted for payment as provided above. If tendering
Shareholders tender more than the number of Shares that Purchaser seeks to
purchase pursuant to the Offer for those Shares, Purchaser will take into
account the number of Shares so tendered and take up and pay for as nearly as
may be pro rata, disregarding fractions, according to the number of Shares
tendered by each tendering Shareholder during the period during which that Offer
remains open. The terms of the Offer are more fully set forth in the formal
Tender Offer Documents which are available from Purchaser at the Purchaser's
expense. The Offer contains terms and conditions and the information required by
Rule 14d-6(d)(1) under the Exchange Act which are incorporated herein by
1
reference. The Tender Offer Documents contain important information which should
be read carefully before any decision is made with respect to the Offer.
The Tender Offer Documents may be obtained by written request to Purchasers or
as set forth below. A request has been made to the Company pursuant to Rule
14d-5 under the Exchange Act for the use of its list of Shareholders for the
purpose of disseminating the Offer to Shareholders. Upon compliance by the
Company with such request, the Tender Offer Documents and, if required, other
relevant materials will be mailed at the Purchaser's expense to record holders
of Shares, brokers, banks and similar persons whose names appear or whose
nominee appears on the list of securities holders, or persons who are listed as
participants in a clearing agency's security position listing, for subsequent
transmittal to beneficial owners of Shares.
For Copies of the Tender Offer Documents Call Purchasers at 1-800-854-8357
or Make a Written Request Addressed to 1640 School Street, Moraga, California
94556
May 22, 2002