-----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, FmwgblfdFvn2Gv1OdQDxY3ObMvGUm6ivEqYTXCXch7CjsyGpkWMLj9SqSx6240zL HyWnRixdZdyk1SIpw0fb8w== 0000950129-04-003153.txt : 20040511 0000950129-04-003153.hdr.sgml : 20040511 20040511133743 ACCESSION NUMBER: 0000950129-04-003153 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040511 GROUP MEMBERS: ARVP II ACQUISITION, L.P. 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 TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45877 FILM NUMBER: 04795777 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: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 245 FISCHER AVE STREET 2: SUITE D-1 CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 7147517400 MAIL ADDRESS: STREET 1: 245 FISCHER AVENUE STREET 2: SUITE D-1 CITY: COSTA MESA STATE: CA ZIP: 92626 SC TO-T/A 1 a98595t4sctovtza.htm SC TO-T/A ARV Properties II - SC TO-T/A
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO
(Rule 14d – 100)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
(Amendment No. 4)

AMERICAN RETIREMENT VILLAS PROPERTIES II,
A CALIFORNIA LIMITED PARTNERSHIP

(Name of Subject Company (Issuer))

ARVP II ACQUISITION, L.P.
ARV ASSISTED LIVING, INC.

ATRIA SENIOR LIVING GROUP, INC.

(Name of Filing Person (Offeror))

LIMITED PARTNERSHIP UNITS

(Title of Class of Securities)

(CUSIP Number of Class of Securities)

John A. Moore
Chief Executive Officer
ARVP II Acquisition, L.P.
ARV Assisted Living, Inc.
Atria Senior Living Group, Inc.
501 South Fourth Avenue, Suite 140
Louisville, KY 40202
(502) 719-1600
(Name, address and telephone numbers of person authorized to receive notice and communications on behalf of filing person)

With a copy to:

Lee Parks, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004
(212) 859-8000

CALCULATION OF FILING FEE
     
Transaction valuation*
  Amount of filing fee**
$5,009,269.80
  $635
* For purposes of calculating amount of filing fee only. This calculation assumes the purchase of 16,697.566 of the outstanding limited partnership units of American Retirement Villas Properties II at a purchase price of $300 per unit.

** The amount of the filing fee calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals 0.012670% of the value of the transaction.

þ  Check the 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: $353.92
     
  Form or Registration No.: Schedule TO
     
  Filing Party: Atria Senior Living Group, Inc., ARVP II Acquisition, L.P. and ARV Assisted Living, Inc.
     
  Date Filed: January 21, 2004
   

o   Check the box if filing relates solely to preliminary communications made before the commencement of a tender offer.
 
    Check the appropriate boxes below to designate any transactions to which the statement relates:

  þ   third-party tender offer subject to Rule 14d-1.
 
  o   issuer tender offer subject to Rule 13e-4.
 
  þ   going-private transaction subject to Rule 13e-3.
 
  o   amendment to Schedule 13D under Rule 13d-2

    Check the following box if the filing is a final amendment reporting the results of the tender offer: o

 

 

SCHEDULE TO

     This Amendment No. 4 to Tender Offer Statement on Schedule TO (this “Amended Statement”) amends and supplements the Tender Offer Statement on Schedule TO (the “Initial Statement”) filed with the Securities and Exchange Commission (the “SEC”) on January 21, 2004, by ARVP II Acquisition, L.P., a California limited partnership (the “Purchaser”), Atria Senior Living Group, Inc. (“Atria”) and ARV Assisted Living, Inc., a Delaware corporation (“ARV,” and together with Atria and the Purchaser, the “Filing Persons”), as amended and supplemented by Amendment No. 1 to the Initial Statement on Schedule TO filed by the Filing Persons with the SEC on March 4, 2004, Amendment No. 2 to the Initial Statement on Schedule TO filed by the Filing Persons with the SEC on March 26, 2004 and Amendment No. 3 filed by the Filing Persons with the SEC on May 5, 2004 (the “Amendments”, together with the Initial Statement, the “Statement”). ARV, which is wholly-owned by Atria, is the general partner of the Purchaser. This Amended Statement is being filed in connection with the Offer to Purchase and Consent Solicitation Statement filed with the SEC on March 26, 2004 by the Filing Persons (the “Offer to Purchase”). Because the Offer to Purchase is also serving as a consent solicitation statement by the Purchaser, it has also been filed as part of the proxy statement filed with the SEC on March 26, 2004 on Schedule 14A by the Filing Persons. This Amended Statement relates to the contemplated offer (the “Offer”) by the Purchaser for all of the outstanding limited partnership units of American Retirement Villas Properties II, a California limited partnership. Because the transactions contemplated by the Offer to Purchase would be a Rule 13e-3 transaction, this Amended Statement is also being filed on the date hereof in compliance with that rule.

     In accordance with the rules of the SEC, the Filing Persons are amending and supplementing the Statement as set forth below. The information set forth in the Offer to Purchase (including all schedules and annexes thereto) is hereby incorporated by reference herein in answer to the items of this Amended Statement. All capitalized terms used herein shall have the meanings assigned to them in the Offer to Purchase, unless otherwise defined herein.

ITEM 12. Exhibits

(a)(1)(J)   Letter to Brokers and Custodians, dated May 11, 2004

2

 

SIGNATURE

     After due inquiry and to my best knowledge and belief, I certify that the information set forth in this Amended Statement is true, complete and correct.

  ARV Assisted Living, Inc.
 
 
  By:                   /s/ Mark Jessee         
       Name:   Mark Jessee
       Title:     Chief Financial Officer
 
  ARVP II Acquisition, L.P.
By:     ARV Assisted Living, Inc., its general partner
 
 
 
  By:                   /s/ Mark Jessee         
       Name:   Mark Jessee
       Title:     Chief Financial Officer
 
  Atria Senior Living Group, Inc.
 
 
 
  By:                   /s/ Mark Jessee         
       Name:   Mark Jessee
       Title:     Chief Financial Officer

 

EXHIBIT INDEX

(a)(1)(J)   Letter to Brokers and Custodians dated May 11, 2004

3

EX-99.(A)(1)(J) 2 a98595t4exv99wxayx1yxjy.txt EXHIBIT 99.(A)(1)(J) ARVP II ACQUISITION, L.P. 245 FISCHER AVENUE, SUITE D-1 COSTA MESA, CALIFORNIA 92626 TEL. (714) 751-7400 May 11, 2004 To Whom It May Concern: As you are aware, we have extended the Expiration Date of our Offer and Consent Solicitation to 11:59 p.m. Eastern time on May 14, 2004. As a result, your clients have until this time to tender their Units and consent to the Merger Proposal as provided in our Offer to Purchase Offer and Consent Solicitation Statement, dated March 24, 2004 (the "Offer to Purchase"). Our records indicate some or all of your clients have not yet tendered their Units or consented to our proposal to effect the Merger as provided in the Offer to Purchase. For your convenience, we have attached to this letter a list of the names of your clients who have not yet tendered their Units or voted on the Merger Proposal. The Offer and the Merger are each conditioned on, among other things, approval of the Merger Proposal by Unitholders holding more than 50% of the Units that ARV Assisted Living, Inc. or its subsidiaries do not own. Therefore, if we do not receive such approvals, your clients may not receive the $300 per Unit Offer Price, even if they have validly tendered their Units and consented to the Merger Proposal. Therefore, anyone wishing to tender their Units must complete and fax his or her Agreement of Assignment and Transfer previously sent to such person immediately to ACS Securities Services, Inc. at (866) 275-3710 on or prior to the Expiration Date and mail in the originals of such materials as provided in the Offer to Purchase. Anyone wishing to consent to the Merger Proposal must complete and fax his or her Consent Form previously sent to such person immediately to the same number on or prior to the Expiration Date. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings assigned to them in the Offer to Purchase. If you have any questions, please call the Information Agent at (866) 275-3707 or Ms. Connie Lester at (714) 435-4338. Very truly yours, ARVP II Acquisition, L.P. -----END PRIVACY-ENHANCED MESSAGE-----