-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F9oCG90OEK4WyNxEhbFUzxrazvWcur1yz+oNtCYcXp8nGgwAQ49FvutFXvG955E7 /QCbrayjJC5DDHuviTb3kw== 0000892569-96-001122.txt : 19960703 0000892569-96-001122.hdr.sgml : 19960703 ACCESSION NUMBER: 0000892569-96-001122 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960702 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN RETIREMENT VILLAS PROPERTIES II CENTRAL INDEX KEY: 0000830156 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 330278155 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45877 FILM NUMBER: 96590235 BUSINESS ADDRESS: STREET 1: 245 FISCHER AVE STE D1 CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 7147517400 MAIL ADDRESS: STREET 2: 245 FISCHER AVE STE D1 CITY: COSTA MESA STATE: CA ZIP: 92626 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARV ASSISTED LIVING INC CENTRAL INDEX KEY: 0000949322 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-NURSING & PERSONAL CARE FACILITIES [8050] IRS NUMBER: 330160968 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 245 FISCHER AVE CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 7147517400 MAIL ADDRESS: STREET 2: 245 FISCHER AVE D-1 CITY: COSTA MESA STATE: CA ZIP: 92626 SC 14D1/A 1 AMENDMENT NO. 2 TO SCHEDULE 14D-1 1 =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 TO SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AMERICAN RETIREMENT VILLAS PROPERTIES II (NAME OF SUBJECT COMPANY) ARV ASSISTED LIVING, INC. (BIDDER) LIMITED PARTNERSHIP UNITS (TITLE OF CLASS OF SECURITIES) ----------- (CUSIP NUMBER OF CLASS OF SECURITIES) SHEILA M. MULDOON VICE PRESIDENT AND GENERAL COUNSEL ARV ASSISTED LIVING, INC. 245 FISCHER AVENUE, D-1 COSTA MESA, CA 92626 (714) 751-7400 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER) COPIES TO: WILLIAM J. CERNIUS LATHAM & WATKINS 650 TOWN CENTER DRIVE, SUITE 2000 COSTA MESA, CALIFORNIA 92626 (714) 540-1235 CALCULATION OF FILING FEE
================================================================================ TRANSACTION VALUATION* AMOUNT OF FILING FEE $25,117,590.24.......................................... $8,662 ================================================================================
* For purposes of calculating amount of filing fee only. This amount assumes the purchase of 34,855.542 Units (the "Units"), at a price per Unit of $720 in cash. Pursuant to, and as provided by, Rule 0-11(d), the amount being paid with the filing of this Schedule 14D-1 is $8,662. /x/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $8,662 Filing Party: ARV Assisted Living, Inc. Form or Registration No.: 14D-1 Date Filed: May 16, 1996 =============================================================================== 2 14D-1 CUSIP No. - ----------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON AND S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ARV ASSISTED LIVING, INC. (33-0160968) - ----------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / - ----------------------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------------------------- 4 SOURCES OF FUNDS WC - ----------------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) / / - ----------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION CALIFORNIA - ----------------------------------------------------------------------------------------- 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,584.6 UNITS - ----------------------------------------------------------------------------------------- 8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN UNITS / / - ----------------------------------------------------------------------------------------- 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 44.5% - ----------------------------------------------------------------------------------------- 10 TYPE OF REPORTING PERSON CO - -----------------------------------------------------------------------------------------
2 3 ITEM 1. SECURITY AND SUBJECT COMPANY. (a) The information set forth on the cover page and in "THE OFFER" -- Section 8 ("Certain Information Concerning the Partnership") of the Offer to Purchase (dated May 16, 1996 as amended by the Supplement to the Offer to Purchase dated June 11, 1996 (collectively, the "Offer to Purchase") is incorporated herein by reference. (b) The information set forth on the cover page and in the INTRODUCTION of the Offer to Purchase is incorporated herein by reference. (c) The information set forth in "THE OFFER" -- Section 6 ("Market Prices of the Units") of the Offer to Purchase is incorporated herein by reference. ITEM 2. IDENTITY AND BACKGROUND. (a)-(d), (g) This Statement is being filed by ARV Assisted Living, Inc. (the "Purchaser"). The information set forth on the cover page and in the INTRODUCTION, "THE OFFER" -- Section 9 ("Certain Information Concerning the Company") and Schedule I of the Offer to Purchase is incorporated herein by reference. (e)-(f) Neither the Company nor, to the best of its knowledge, any of the persons listed in Schedule I of the Offer to Purchase has during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) 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 activities subject to, federal or state securities laws or finding any violation of such laws. ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY. (a)-(b) The information set forth in the INTRODUCTION, "SPECIAL FACTORS - -- Background of the Offer," "SPECIAL FACTORS -- Interests of Certain Persons" and "THE OFFER" -- Section 9 ("Certain Information Concerning the Company") of the Offer to Purchase is incorporated herein by reference. ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (a) The information set forth on the cover page and in the INTRODUCTION, "SPECIAL FACTORS -- Source and Amount of Funds" and "THE OFFER" -- Section 15 ("Fees and Expenses") of the Offer to Purchase is incorporated herein by reference. (b) Not applicable. (c) Not applicable. ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER. (a)-(g) The information set forth in the INTRODUCTION, "SPECIAL FACTORS - -- Purpose and Structure of the Offer," "SPECIAL FACTORS -- Plans for the Partnership after the Offer," "SPECIAL FACTORS -- Interests of Certain Persons," "THE OFFER" -- Section 7 ("Effects of the Offer on Non- Tendering Unitholders") and "THE OFFER" -- Section 9 ("Certain Information Concerning the Company") of the Offer to Purchase is incorporated herein by reference. 3 4 ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. (a)-(b) The information concerning the ownership and transactions in the Units set forth on the cover page and in the INTRODUCTION, "SPECIAL FACTORS -- Interests of Certain Persons" and "THE OFFER" -- Section 9 ("Certain Information Concerning the Company") of the Offer to Purchase is incorporated herein by reference. The Offer expired on June 21, 1996, at 10:00 p.m. Dallas, Texas time. As of July 1, 1996, there were 2,038 Unitholders of record owning 34,995 Units, of which the Company owns 15,585 Units (approximately 45% of the outstanding Units). ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SUBJECT COMPANY'S SECURITIES. Not applicable. ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED. The information set forth in the INTRODUCTION, "SPECIAL FACTORS -- Background of the Offer" and "THE OFFER" -- Section 15 ("Fees and Expenses") of the Offer to Purchase is incorporated herein by reference. ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS. Not applicable. Certain information with respect to the ability of the Purchaser to finance the Offer is set forth in "SPECIAL FACTORS -- Source and Amount of Funds" of the Offer to Purchase and is incorporated herein by reference. The incorporation by reference herein of the above referenced information does not constitute an admission that such information is material to a decision by a Unitholder of the Partnership as to whether to sell, tender or hold Units being bought in the Offer. ITEM 10. ADDITIONAL INFORMATION. (a) None. (b)-(d) The information set forth in "THE OFFER" -- Section 11 ("Certain Legal Matters and Regulatory Approvals") of the Offer to Purchase is incorporated herein by reference. (e) None. (f) The information set forth in the Offer to Purchase, the Letter of Transmittal and the Press Release of May 16, 1996, copies of which are attached hereto as Exhibits 99.1, 99.2, 99.6 and 99.7, incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. *99.1 Offer to Purchase dated May 16, 1996. *99.2 Letter of Transmittal. *99.3 Form of Letter to Unitholders. *99.4 Letter from the Company to Brokers, Dealers, Banks, Trust Companies and Other Nominees. *99.5 Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and Other Nominees. *99.6 Text of Press Release dated May 16, 1996. *99.7 Supplement to the Offer to Purchase dated June 11, 1996. *99.8 Form of Revised Letter to Unitholders. *99.9 Revised Letter from the Company to Brokers, Dealers, Banks, Trust Companies and Other Nominees. *99.10 Revised Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and Other Nominees. * Previously filed. 4 5 Signature After due 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: July 2, 1996 ARV ASSISTED LIVING, INC. BY /s/ GARY L. DAVIDSON --------------------------------- NAME: GARY L. DAVIDSON TITLE: CHAIRMAN OF THE BOARD 5 6 EXHIBIT INDEX
Sequentially Exhibit Numbered Number Description Page - ------ ----------- ---- *99.1 Offer to Purchase dated May 16, 1996. *99.2 Letter of Transmittal. *99.3 Form of Letter to Unitholders. *99.4 Letter from the Company to Brokers, Dealers, Banks, Trust Companies and Other Nominees. *99.5 Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and Other Nominees. *99.6 Text of Press Release dated May 16, 1996. *99.7 Supplement to the Offer to Purchase dated June 11, 1996. *99.8 Form of Revised Letter to Unitholders. *99.9 Revised Letter from the Company to Brokers, Dealers, Banks, Trust Companies and Other Nominees. *99.10 Revised Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and Other Nominees. * Previously filed.
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