EX-99.(A)(1)(E) 7 a76341toex99-a1e.txt EXHIBIT (A)(1)(E) EXHIBIT (A)(1)(E) OFFER TO PURCHASE FOR CASH UP TO 10,000 LIMITED PARTNERSHIP UNITS OF AMERICAN RETIREMENT VILLAS PROPERTIES III, L.P. AT $360 NET PER UNIT BY ARVP ACQUISITION, L.P. THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON THURSDAY, NOVEMBER 15, 2001, UNLESS THE OFFER IS EXTENDED. October 18, 2001 To Brokers, Dealers, Banks, Trust Companies and other Nominees: ARVP Acquisition, L.P. (the "Purchaser"), a California limited partnership which is wholly-owned by ARV Assisted Living, Inc., the General Partner of American Retirement Villas Properties III, L.P., a California limited partnership (the "Partnership"), is offering to purchase up to 10,000 of the outstanding limited partnership units ("Units") of the Partnership at a net cash price of $360 per Unit, without interest reduced by the amount of distributions, if any, made by the Partnership from the date hereof until the date on which the Purchaser purchases the Units tendered pursuant hereto (the "Offer Price"), upon the terms and subject to the conditions set forth in the Purchaser's Offer to Purchase dated October 18, 2001 (the "Offer to Purchase"), and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, constitute the "Offer"). The Offer is conditioned upon, among other things, there being validly tendered and not withdrawn a number of Units that, together with the Units already owned by the General Partner, constitute at least a majority of the outstanding Units as of the date Units are accepted for purchase pursuant to the Offer. Please furnish copies of the enclosed materials to those of your clients for whom you hold Units registered in your name or in the name of your nominee. Enclosed herewith for your information and forwarding to your clients are copies of the following documents: 1. Offer to Purchase dated October 18, 2001; 2. Letter of Transmittal to be used by unitholders of the Partnership in accepting the Offer (facsimile copies of the Letter of Transmittal with original signatures and all required signature guarantees may be used to tender the Units); 3. A printed form of letter that may be sent to your clients for whose account you hold Units in your name or in the name of a nominee, with space provided for obtaining such client's instructions with regard to the Offer; 4. Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9; 5. Return envelope addressed to Alpine Fiduciary Services, Inc., as Depositary; 6. Solicitation/Recommendation Statement on Schedule 14D-9; 7. Notice of Withdrawal and accompanying envelope; and 8. Urgent Instructions. YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON THURSDAY, NOVEMBER 15, 2001, UNLESS THE OFFER IS EXTENDED. In all cases, payment for Units accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary, at the applicable address set forth on the back cover of the Offer to Purchase, of (a) a Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, together with any required signature guarantees, and (b) any other documents required by the Letter of Transmittal. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE OF THE UNITS TO BE PAID BY THE PURCHASER, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT. Neither the Purchaser nor the General Partner will pay any fees or commissions to any broker or dealer or other person in connection with the solicitation of tenders of Units pursuant to the Offer. You will be reimbursed by the Purchaser upon request for customary mailing and handling expenses incurred by you in forwarding the enclosed Offer materials to your customers. The Purchaser will pay or cause to be paid any transfer taxes payable on the transfer of Units to it, except as otherwise provided in Instruction 6 of the Letter of Transmittal. Questions and requests for additional copies of the enclosed material may be directed to the Information Agent at its address and telephone numbers set forth on the back cover of the enclosed Offer to Purchase. Very truly yours, ARVP ACQUISITION, L.P. NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR ANY OTHER PERSON THE AGENT OF THE PURCHASER, THE GENERAL PARTNER, THE PARTNERSHIP, THE DEPOSITARY, THE INFORMATION AGENT OR ANY AFFILIATE THEREOF OR AUTHORIZE YOU OR ANY OTHER PERSON TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION ON BEHALF OF ANY OF THEM WITH RESPECT TO THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED AND THE STATEMENTS CONTAINED THEREIN. 2