-----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, TYaRBn5uuJ1zoIcqrCkjOdGN2ijbeePA7J8bKS9oeQT3q9wBQMJmcrRhNnxj2ThX C4x1mm9vQ3HuXC9cMXKeeg== 0000950129-04-006558.txt : 20040827 0000950129-04-006558.hdr.sgml : 20040827 20040827164501 ACCESSION NUMBER: 0000950129-04-006558 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040827 DATE AS OF CHANGE: 20040827 GROUP MEMBERS: ARV ASSISTED LIVING, INC. 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 13E3/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45877 FILM NUMBER: 041002883 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: ARVP II ACQUISITION LP CENTRAL INDEX KEY: 0001272041 FILING VALUES: FORM TYPE: SC 13E3/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 AVE STREET 2: SUITE D-1 CITY: COSTA MESA STATE: CA ZIP: 92626 SC 13E3/A 1 a98595egsc13e3za.htm SCHEDULE 13E3, AMENDMENT #12 ARV Properties II - Schedule 13E3, Amendment #12
 

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. 12)

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**
     
$6,679,026.40
  $846.23
     
* 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 $400 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: $782.77
     
     
  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. 12 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, Amendment No. 3 to the Initial Statement on Schedule TO filed by the Filing Persons with the SEC on May 5, 2004, Amendment No. 4 to the Initial Statement on Schedule TO filed by the Filing Persons with the SEC on May 11, 2004, Amendment No. 5 to the Initial Statement on Schedule TO filed by the Filing Persons with the SEC on May 17, 2004, Amendment No. 6 to the Initial Statement on Schedule TO filed by the Filing Persons with the SEC on June 4, 2004, Amendment No. 7 to the Initial Statement on Schedule TO filed by the Filing Persons with the SEC on June 18, 2004, Amendment No. 8 to the Initial Statement on Schedule TO filed by the Filing Persons with the SEC on July 12, 2004, Amendment No. 9 to the Initial Statement on Schedule TO filed by the Filing Persons with the SEC on July 26, 2004, Amendment No. 10 to the Initial Statement on Schedule TO filed by the Filing Persons with the SEC on August 13, 2004 and Amendment No. 11 to the Initial Statement on Schedule TO filed by the Filing Persons with the SEC on August 13, 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 offer (the “Offer”) by the Purchaser for all of the outstanding limited partnership units of American Retirement Villas Properties II, a California limited partnership (the “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.

ITEMS 1, 2, 4, 5 and 11

     Items 1, 2, 4, 5 and 11 of the Statement are amended and supplemented by adding the following thereto:

     “The offer period of the Offer, which was scheduled to expire at 11:59 p.m., Eastern time, on Thursday, August 26, 2004, has been extended to 11:59 p.m., Eastern time, on Friday, September 10, 2004, unless the Offer is further extended. On August 27, 2004, the Filing Persons issued a press release which described the foregoing extension of the offer period and included an updated analysis by the Purchaser of the estimated liquidation value per Partnership unit based upon the Partnership’s most recently reported unaudited financial information from the Partnership’s Form 10-Q for the quarter ended June 30, 2004.”

     A copy of the press release issued by the Filing Persons on August 27, 2004 is filed herewith as Exhibit (a)(1)(X) and is incorporated herein by reference.

ITEM 12. Exhibits

(a)(1)(X)   Press release, dated August 27, 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)(X)   Press Release, dated August 27, 2004

3

EX-99.(A)(1)(X) 2 a98595egexv99wxayx1yxxy.txt EXHIBIT 99.(A)(1)(X) Exhibit (a)(1)(x) FOR IMMEDIATE RELEASE Contact: Shari Eastwood Telephone Number: (866) 275-3707 ARVP II ACQUISITION, L.P. EXTENDS OFFER FOR AMERICAN RETIREMENT VILLAS PROPERTIES II UNTIL SEPTEMBER 10, 2004 COSTA MESA, C.A. - (BUSINESS WIRE) - August 27, 2004 - ARVP II Acquisition, L.P. (the "Purchaser") announced today that it has extended the expiration date of its tender offer to purchase all of the limited partnership units (other than units owned by ARV Assisted Living, Inc. or its affiliates) of American Retirement Villas Properties II, a California limited partnership, (the "Partnership") for $400 per unit in cash, less the amount of any cash distributions made or declared with respect to the units on or after March 24, 2004, in accordance with the terms of the Purchaser's Offer to Purchase and Consent Solicitation Statement, dated March 24, 2004 (the "Offer to Purchase"). The offer has been extended to 11:59 p.m. Eastern time, on September 10, 2004, unless further extended (the "Expiration Date"). If the offer is further extended, the Purchaser will issue a press release no later than 9:00 a.m., Eastern time, on the next business day after the day on which the offer and consent solicitation were previously scheduled to expire. Unitholders who have already validly tendered their units will receive $400 per unit in accordance with the Offer to Purchase, unless they withdraw their units in accordance with the Offer to Purchase. As of the close of business on August 26, 2004, approximately 9,300.921 units, or approximately 55.70% of all outstanding units (other than units held by ARV Assisted Living, Inc. or its affiliates) had been validly tendered and not withdrawn. The Purchaser is offering to purchase all the units (other than units held by ARV Assisted Living, Inc. or its affiliates) at a price of $400 per unit in cash, less the amount of any cash distributions made or declared with respect to the units on or after March 24, 2004, in accordance with the terms of the Offer to Purchase. ARV Assisted Living, Inc., the general partner of the Partnership, directly or indirectly wholly-owns the Purchaser, and is a wholly-owned subsidiary of Atria Senior Living Group, Inc. ARV Assisted Living, Inc. also owns approximately 52.5% of the limited partnership units of the Partnership. As of the close of business on August 26, 2004, approximately 9,300.921 units, or approximately 55.70% of all outstanding units (other than units held by ARV Assisted Living, Inc. or its affiliates) had been validly tendered and not withdrawn. In connection with the fairness hearing held on August 25, 2004 before the California Corporations Commissioner regarding the proposed merger of the Purchaser with and into the Partnership described in the Offer to Purchase, the Purchaser provided an updated analysis of its estimated liquidation value per unit in response to a query from an interested limited partner. Utilizing the same assumptions and methodology in the Offer to Purchase, and based upon the Partnership's most recently reported unaudited financial information from the Partnership's Form 10-Q for the quarter ended June 30, 2004 filed with the Securities and Exchange Commission on August 16, 2004, the Purchaser estimates the liquidation value per unit to be $374.17, as shown below:
As of and for the trailing twelve months ended --------------------------------- 9/30/2003 6/30/2004 ------------ ------------ Estimated Gross Property Value for Partnership Properties ............... $ 49,388,766 $ 52,131,270 Mortgages ............................................................... (41,575,521) (41,338,832) Closing Costs, Commissions, Charges ..................................... (2,469,438) (2,606,564) ------------ ------------ Estimated Net Proceeds from Hypothetical Property Sales ................. $ 5,343,807 $ 8,185,874 Value of Other Assets ................................................... 3,905,464 5,050,000(1) ------------ ------------ Total Estimated Liquidation Proceeds Available for Distribution .... 9,249,271 13,235,874 General Partner Share of Liquidation Proceeds ........................... (925) (1,324) Special Limited Partners' Share of Liquidation Proceeds ................. (91,568) (131,035) ------------ ------------ Total Estimated Unitholder Distribution ................................. $ 9,156,778 $ 13,103,515 ============ ============ Number of Units .................................................... 35,020 35,020 Estimated Proceeds per Unit ........................................ $ 261.47 $ 374.17
1 Consists of cash ($4,510,000) and net working capital ($540,000) as of June 30, 2004. Net working capital is defined as current assets less current liabilities. As shown above, the Offer Price of $400 continues to represent a premium to the Purchaser's estimate of the liquidation value per Partnership unit of $374.14. The Offer Price also exceeds the prices paid in the most recent secondary market sales transactions reported to the Partnership and effective in January, February and April, 2004, in which units were purchased at a price of $325 per Unit, less the $150 transfer fee payable by the seller. At the conclusion of the fairness hearing, the hearing officer stated that he would take under consideration the request for approval of the proposed merger as well as the documents and information submitted into the record with respect to the transaction, and that he expected to issue a decision on whether to issue a permit approving the proposed merger on behalf of the California Corporations Commissioner within 10 to 14 days. As announced by the Purchaser on August 13, 2004, as of the close of business on Thursday, August 12, 2004, a total of 8387.8 units, or approximately 50.23% of all outstanding units (other than units owned by ARV or its affiliates) had been voted in favor of the proposed merger. As a result of the Purchaser's receipt of sufficient consents approving the proposed merger, all votes previously delivered in the consent solicitation have become effective and may not be changed. Accordingly, unitholders are not required to take any further action with respect to the consent solicitation. Unitholders who wish to receive the $400 per unit offer price must complete the Agreement of Assignment and Transfer previously sent to unitholders in accordance with the Offer to Purchase and deliver it to the Purchaser's information agent to the attention of American Retirement Villas Properties II, c/o ACS Securities Services, Inc., 3988 N. Central Expressway, Building 5, 6th Floor, Dallas, Texas 75204 (Tel. (866) 275-3707), on or before 11:59 p.m., Eastern time, on September 7, 2004, unless the offer is further extended. Unitholders who have any questions about the Purchaser's offer, need help or would like additional copies of the Offer to Purchase, the Agreement of Assignment and Transfer or any other documents disseminated to unitholders should contact ACS Securities Services, Inc. at the number above. THE PURCHASER STRONGLY ADVISES ALL PARTNERSHIP UNITHOLDERS TO READ THE OFFER TO PURCHASE, THE AGREEMENT OF ASSIGNMENT AND TRANSFER AND THE CONSENT FORM THAT THE PURCHASER MAILED TO ALL UNITHOLDERS, AS WELL AS ITS SCHEDULE TO AND SCHEDULE 14A, WITH EXHIBITS AND THEIR AMENDMENTS, THAT HAVE BEEN FILED WITH THE SEC. THE PURCHASER ALSO ADVISES ALL PARTNERSHIP UNITHOLDERS TO REVIEW THE PARTNERSHIP'S PERIODIC REPORTS AND OTHER DOCUMENTS THAT HAVE BEEN 3 FILED WITH THE SEC, INCLUDING THE PARTNERSHIP'S FORM 10-Q FOR THE FISCAL QUARTER ENDED JUNE 30, 2004. THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO PURCHASE ANY UNITS, THE SOLICITATION OF AN OFFER TO SELL ANY UNITS, THE SOLICITATION OF THE CONSENT OF ANY LIMITED PARTNER OR A RECOMMENDATION TO ANY UNITHOLDER TO TAKE ANY ACTION WITH RESPECT TO ANY OFFER. THE SOLICITATION AND OFFER TO BUY UNITS OF THE PARTNERSHIP AND THE SOLICITATION OF UNITHOLDER CONSENTS ARE BEING MADE PURSUANT TO THE OFFER TO PURCHASE, THE AGREEMENT OF ASSIGNMENT AND TRANSFER, THE CONSENT FORM AND RELATED MATERIALS THAT THE PURCHASER HAS SENT TO UNITHOLDERS AND FILED WITH THE SEC. THE PURCHASER STRONGLY ADVISES ALL UNITHOLDERS TO READ SUCH MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING RISK FACTORS AND THE TERMS AND CONDITIONS OF THE OFFER AND THE CONSENT SOLICITATION. UNITHOLDERS MAY OBTAIN COPIES OF THESE MATERIALS FOR FREE FROM THE SEC'S WEBSITE AT WWW.SEC.GOV OR FROM THE INFORMATION AGENT, ACS SECURITIES SERVICES, INC., AT (866) 275-3707 (TOLL-FREE). INFORMATION RELATING TO THE PARTICIPANTS IN THE OFFER AND CONSENT SOLICITATION IS CONTAINED IN THE OFFER TO PURCHASE. Certain statements in this press release may constitute forward-looking statements. Forward-looking statements are not guarantees of future performance or actions and involve risks and uncertainties and other factors that may cause actual results or actions to differ materially from those anticipated at the time the forward-looking statements are made. Subject to Rules 13e-3(d)(2), 13e-3(f)(i)(iii) and 13d-3(b) of the Exchange Act, neither the Purchaser nor any of its affiliates undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. 4 -----END PRIVACY-ENHANCED MESSAGE-----