##### 



Exhibit 99.1 Form 51-102F3
Material Change Report Item 1 Name and Address of Company
Extendicare Inc. (Extendicare)
3000 Steeles Ave. East, Suite 700
Markham, Ontario
L3R 9W2 Item 2 Date of Material Change
November 4, 2004 Item 3 News Release
A press release concerning the material change was issued on November 4, 2004
through CCNMatthews and is incorporated and attached hereto as Exhibit A. Item 4 Summary of Material Change
Extendicare announced that its wholly owned U.S. subsidiary, Extendicare Health
Services, Inc. (EHSI), has entered into a definitive merger and acquisition
agreement with Assisted Living Concepts, Inc. (ALC) of Dallas, Texas,
providing for the acquisition of all of the outstanding shares and stock
options of ALC for US$18.50 per share totalling approximately US$132 million.
Total consideration for the transaction, including assumption of ALCs debt, is
expected to be approximately US$280 million. The parties are working toward
closing the transaction during the early part of the first quarter of 2005. Item 5 Full Description of Material Change
On November 4, 2004, EHSI and Alpha Acquisition, Inc. (ALPHA), a Nevada
corporation and a wholly owned subsidiary of EHSI, entered into a Plan of
Merger and Acquisition Agreement (the Merger Agreement) with ALC, a Nevada
corporation, pursuant to which EHSI will acquire ALC. On the terms and subject to the conditions of the Merger Agreement, Alpha will
be merged with and into ALC, with ALC being the surviving corporation (the
Merger), and each share of common stock of ALC, US$0.01 par value, issued and
outstanding at the effective time of the Merger (the Effective Time), other
than the shares for which ALC shareholders have properly demanded dissenters
rights, will be converted into the right to receive from EHSI US$18.50 in cash.
EHSI will also pay to the holders of all options to purchase ALC common stock
that are outstanding at the Effective Time the excess, if any, of US$18.50 over
the option exercise price per share. Total consideration for the acquisition,
including the assumption of ALC debt, is expected to be approximately US$280
million. The board of directors of EHSI, ALPHA and ALC have each approved the
transactions contemplated by the Merger Agreement. Subject to applicable law
and the terms of the Merger Agreement, ALC has agreed that it will not,
directly or indirectly, solicit or encourage any
prospective purchasers, participate in negotiations regarding an acquisition
proposal, accept or enter into any agreement related to an acquisition
proposal, or withdraw or modify in a manner adverse to 1




---



##### 



EHSI and ALPHA the
approval of the ALC board of directors of the transactions contemplated by the
Merger Agreement. The Merger Agreement provides for a break fee of US$6 million
payable by ALC to EHSI and an agreement by ALC to reimburse EHSI for documented
out-of-pocket fees and expenses up to a maximum amount of US$2 million if the
merger does not occur in certain circumstances. Also, EHSI has agreed to
reimburse ALC for documented out-of-pocket fees and expenses up to a maximum
amount of US$2 million if ALC terminates the Merger Agreement in accordance
with its terms. The Merger Agreement may be terminated by EHSI or ALC in
accordance with its terms if closing has not occurred on or before February 28,
2005, subject to the ability of either party to extend such date by no more
than 30 days on certain conditions. The completion of the acquisition is subject to certain conditions customary to
transactions of this type, including approval by ALCs shareholders and certain
regulatory approvals. The parties are working toward closing the transaction
during the early part of the first quarter of 2005. EHSI intends to finance the acquisition by using available cash-on-hand and
drawing down its line of credit. A copy of the Merger Agreement has been filed separately on SEDAR. The brief
summary of the material provisions of the Merger Agreement set forth above is
qualified in its entirety by reference to the Merger Agreement. Item 6 Reliance on Subsection 7.1(2) or (3) of National Instrument 51-102
This report is not being filed on a confidential basis. Item 7 Omitted Information
None. Item 8 Executive Officer
For further information, please contact Richard L. Bertrand, Senior Vice
President and Chief
Financial Officer (414-908-8555) of Extendicare Inc. Item 9 Date of Report DATEDthis 12th day of November, 2004.
    (signed)
Richard L. BertrandRichard L. BertrandSenior Vice President and Chief
Financial Officer 2




---



##### 



Exhibit A (EXTENDICARE LOGO) NEWS RELEASE
FOR IMMEDIATE RELEASE
November 4, 2004 Extendicare Announces Agreement to Acquire Assisted Living Concepts  
    
    Significantly strengthens Extendicares position as a leading North American LTC Provider
    
    Broadens the product portfolio of Extendicare and diversifies its customer base
    
    Will be immediately accretive to earnings MARKHAM, ONTARIO (TSX: EXE and EXE.A; NYSE: EXE.A), Extendicare Inc. and its
wholly owned U.S. subsidiary, Extendicare Health Services, Inc. (EHSI),
announced that EHSI has entered into a definitive merger and acquisition
agreement with Assisted Living Concepts, Inc. (ALC) of Dallas, Texas (OTC. BB:
ASLC) providing for the acquisition of all of the outstanding shares and stock
options of ALC for US$18.50 per share totalling approximately US$132 million.
Total consideration for the transaction including assumption of debt is
expected to be approximately US$280 million. ALC has a portfolio of 177 assisted living facilities, comprised of 122 owned
properties and 55 leased facilities representing 6,838 units, located in 14
states; many in markets where Extendicare already operates. The portfolio is
relatively new having been constructed through the mid-to-late 1990s. We are very pleased to announce this accretive acquisition, said Mel
Rhinelander, President and Chief Executive Officer of Extendicare Inc. We have
been actively looking to boost our presence in the assisted living segment of
senior care as it complements our existing nursing home business and provides a
stable business environment, less reliant on government fiscal policy. EHSI intends to finance the acquisition by using available cash on hand and
drawing down its line of credit. The completion of the acquisition is subject
to certain conditions, including approval by ALCs shareholders and certain
customary regulatory approvals. The parties are working towards closing the
transaction during the early part of the first quarter of 2005. Extendicare, through its subsidiaries, currently operates 266 long-term care
facilities across North America, with capacity for over 27,700 residents. As
well, through its operations in the United States, Extendicare offers medical
specialty services such as subacute care and rehabilitative therapy services,
while home health care services are provided in Canada. The Company employs
34,900 people in North America. Statements contained in this release other than statements of historical fact,
including statements regarding anticipated financial performance, business
strategy and managements plans and objectives for future operations, are
forward-looking statements. These forward-looking statements can be identified
as such because the statements generally include words such as expect,
intend, anticipate, believe, estimate, plan or objective or other
similar expressions. These forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ materially from those
expressed in, or implied by, these statements. In addition to the risks and
uncertainties related to these statements, other risks and uncertainties are
identified in Extendicare Inc.s or Extendicare Health Services, Inc.s filings
with Canadian and United States securities regulators and include, but are not
limited to, the following: changes in the health care industry in general and
the long-term care industry in particular because of political and economic
influences; changes in regulations governing the industry and the Companys
compliance with such regulations; changes in government funding levels for
health care services; resident care litigation, including exposure for punitive
damage claims and increased insurance costs, and other claims asserted against
the Company; the Companys ability to attract and retain qualified personnel;
the availability and terms of capital to fund the Companys capital
expenditures; changes in competition; and




---



##### 



demographic changes. Given these risks and uncertainties, readers are cautioned
not to place undue reliance on the Companys forward-looking statements. All
forward-looking statements contained in this report are necessarily estimates
reflecting the best judgement of the party making such statements based upon
current information, and the Company assumes no obligation to update any
forward-looking statement. For further information, contact: Extendicare Inc.
Christopher Barnes
Manager, Investor Relations
Phone: (905) 470-5483
Fax: (905) 470-4003
Email: cbarnes@extendicare.com Visit Extendicares Website @ www.extendicare.com - 30 -