-----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, Fcn5XfIrs04Ps5xjeYIFc3sUvBdMcu71n0xdMIqEZTriiN8HTYyk7eWerzXQVQHy Vjr6jjtB9qQMyejHDREIpA== 0000950129-04-007110.txt : 20040916 0000950129-04-007110.hdr.sgml : 20040916 20040916140129 ACCESSION NUMBER: 0000950129-04-007110 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040916 DATE AS OF CHANGE: 20040916 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: 041033399 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 a01753ebsc13e3za.htm SCHEDULE 13E3, AMENDMENT NO. 14 ARV Properties II
 

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. 14)

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: $846.23
     
     
  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. 14 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, Amendment No. 11 to the Initial Statement on Schedule TO filed by the Filing Persons with the SEC on August 13, 2004, Amendment No. 12 to the Initial Statement on Schedule TO filed by the Filing Persons with the SEC on August 27, 2004 and Amendment No. 13 to the Initial Statement on Schedule TO filed by the Filing Persons with the SEC on September 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 (the “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, 4, and 11

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

     “The offer period of the Offer expired at 11:59 p.m., Eastern time, on Wednesday September 15, 2004. The Purchaser immediately accepted all Units properly tendered in the Offer and the tendering Unitholders will be promptly paid. As of 11:59 p.m., Eastern time, on Wednesday, September 15, 2004, approximately 9684.234 Units were validly tendered in accordance with the Offer. Together with the Units previously owned by ARV and those acquired in the Offer, the Purchaser, together with its affiliates, owns approximately 79.97% of the total outstanding Units.”

     A copy of the press release issued by the Filing Persons on September 16, 2004 is filed herewith as Exhibit (a)(1)(Z) and is incorporated herein by reference.

ITEM 12. Exhibits

(a)(1)(Z)   Press release, dated September 16, 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)(Z)   Press Release, dated September 16, 2004

3

EX-99.A.1.Z 2 a01753ebexv99waw1wz.txt EXHIBIT 99.(A)(1)(Z) (a)(1)(Z) FOR IMMEDIATE RELEASE Contact: Shari Eastwood Telephone Number: (866) 275-3707 ARVP II ACQUISITION, L.P. ANNOUNCES EXPIRATION OF ITS OFFER FOR UNITS IN AMERICAN RETIREMENT VILLAS PROPERTIES II, L.P. COSTA MESA, C.A. - (BUSINESS WIRE) - September 16, 2004 - ARVP II Acquisition, L.P. (the "Purchaser") announced today that its offer to purchase all of the limited partnership units (other than units owned by ARV Assisted Living, Inc. ("ARV") or its affiliates) of American Retirement Villas Properties II, a California limited partnership (the "Partnership"), expired, as scheduled, at 11:59 p.m. Eastern time, on September 15, 2004. The offer was made pursuant to the Purchaser's Offer to Purchase and Consent Solicitation Statement, dated March 24, 2004 (the "Offer to Purchase"). Based upon a preliminary count, as of 11:59 p.m., Eastern time, on Wednesday, September 15, 2004, approximately 9684.234 units, or approximately 57.99% of all outstanding units (other than units owned by ARV or its affiliates) were tendered and not withdrawn and have been accepted for payment. Assuming the Partnership's confirmation of this figure, upon payment for these Units in accordance with the Offer to Purchase, the Purchaser, together with its affiliates, will beneficially own approximately 79.97% of all outstanding Units. The Purchaser will promptly pay the offer price of $400.00 per Unit in cash for each Unit validly tendered, not withdrawn and accepted for payment. ARV, 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 also owns approximately 52.5% of the limited partnership units of the Partnership. In addition, the terms and conditions of the merger of the Purchaser with and into the Partnership described in the Offer to Purchase were approved and determined to be fair by the California Corporations Commissioner following a fairness hearing held on August 25, 2004. On September 15, 2004 the Commissioner issued a permit authorizing the merger. Pursuant to the terms and conditions of the merger, which Purchaser and the Partnership intend to effect, each Unit (other than Units held by ARV or its affiliates) not validly tendered in the offer or withdrawn will be converted into the right to receive $400 in cash, as more fully described in the Offer to Purchase. The Purchaser will submit a certificate of merger with the California Secretary of State. The merger will be consummated upon the filing and effectiveness of this certificate of merger. The Purchaser expects the merger to close in two to four weeks. Following the closing of the merger, unitholders who have the right to receive $400 cash per Unit pursuant to the merger will receive a letter of transmittal to be completed and returned in order for unitholders to receive the merger consideration. 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. -----END PRIVACY-ENHANCED MESSAGE-----