0000892569-01-500837.txt : 20011101
0000892569-01-500837.hdr.sgml : 20011101
ACCESSION NUMBER: 0000892569-01-500837
CONFORMED SUBMISSION TYPE: SC 14D9/A
PUBLIC DOCUMENT COUNT: 8
FILED AS OF DATE: 20011031
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: AMERICAN RETIREMENT VILLAS PROPERTIES III LTD PARTNERSHIP
CENTRAL INDEX KEY: 0000853274
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500]
IRS NUMBER: 330365417
STATE OF INCORPORATION: CA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 14D9/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-62039
FILM NUMBER: 1771518
BUSINESS ADDRESS:
STREET 1: 245 FISCHER AVE STE D 1
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: AMERICAN RETIREMENT VILLAS PROPERTIES III LTD PARTNERSHIP
CENTRAL INDEX KEY: 0000853274
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500]
IRS NUMBER: 330365417
STATE OF INCORPORATION: CA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 14D9/A
BUSINESS ADDRESS:
STREET 1: 245 FISCHER AVE STE D 1
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
SC 14D9/A
1
a76436dasc14d9a.txt
SCHEDULE 14D-9, AMENDMENT #1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
SCHEDULE 14D-9
AMENDMENT NO. 1
---------------------
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMERICAN RETIREMENT VILLAS PROPERTIES III, L.P.
(Name of Subject Company)
AMERICAN RETIREMENT VILLAS PROPERTIES III, L.P.
(Name of Persons Filing Statement)
LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
029317203
(CUSIP Number of Class of Securities)
---------------------
DOUGLAS M. PASQUALE
CHIEF EXECUTIVE OFFICER
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 the persons filing statement)
WITH A COPY TO:
GARY J. SINGER, ESQ.
O'MELVENY & MYERS LLP
610 NEWPORT CENTER DRIVE
SUITE 1700
NEWPORT BEACH, CA 92660
(949) 823-6915
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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EXPLANATORY NOTE
American Retirement Villas Properties III, L.P., a California limited
partnership (the "Partnership"), hereby amends and supplements its
Solicitation/Recommendation Statement on Schedule 14D-9, filed with the
Securities and Exchange Commission (the "Commission") on October 18, 2001 (the
"Statement"). Capitalized terms used herein have the meanings assigned thereto
in the Statement.
ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON
Item 2(b) is hereby supplemented in the following manner:
(b) In response to the withdrawal by C3 Capital, LLC of its tender
offer to purchase up to 10,000 Units of the Partnership (the "Hostile
Offer"), disclosed in an amendment to the tender offer statement on
Schedule TO (the "Schedule TO"), dated October 24, 2001 and filed with the
Commission, this Statement no longer relates to the Hostile Offer.
Item 2(c) is hereby supplemented in the following manner:
(c) This Statement relates to the tender offer by ARVP Acquisition,
L.P. ("ARVP Acquisition"), a California limited partnership wholly-owned by
ARV Assisted Living, Inc., a Delaware corporation and the General Partner
of the Partnership (the "General Partner"), disclosed in Amendment No. 1 to
a Tender Offer Statement on Schedule TO that the General Partner filed with
the Commission on the date hereof. The General Partner's offer is to
purchase all of the outstanding Units at a price of $400 per Unit, net to
the seller in cash, without interest, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated October 18, 2001, as
amended and supplemented on October 31, 2001, and in the related Letter of
Transmittal, dated October 31, 2001 (which, as they may be further amended
or supplemented from time to time, together constitute the " Revised
General Partner Offer"). The Amendment and Supplement to the Offer to
Purchase and the Letter of Transmittal are being mailed to Unitholders
concurrently with this Statement and are filed as Exhibits (a)(1) and
(a)(2) hereto.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
Item 4(b) is hereby supplemented in the following manner:
(b) Recommendation Relating to the Revised General Partner Offer
We believe that the Revised General Partner Offer is fair to you. The
terms of the Revised General Partner Offer, however, were established
unilaterally by the General Partner and were not negotiated with the
Partnership or any representative for the Unitholders. Neither we nor the
General Partner is making any recommendation to you as to whether you
should tender your Units to ARVP Acquisition because of our inherent
conflict of interest and our belief that the value of the Units may be
higher than the General Partner's $400 offer price. You should make this
decision only after consulting with your financial and tax advisors and
considering carefully all information given to you in the Revised General
Partner Offer.
Item 4(c) is hereby supplemented in the following manner:
(c) Reasons for Recommendations
It is the General Partner's belief that the ability of a Unitholder to
sell all of his or her Units promptly and to eliminate the need to comply
with the annual reporting of the tax information on the form K-1s sent to
Unitholders, will be attractive to Unitholders.
The General Partner continues to believe that the Revised General
Partner Offer is fair to you. Its belief is based on and subject to the
factors set forth in the Amended Offer to Purchase. In making this
determination, the General Partner took into account the possibility of a
sale of the Partnership's non-cash assets being consummated for a price
equal to or in excess of $19.5 million, the price set forth in a highly
conditional offer by Vintage Senior Housing, LLC ("Vintage"), an affiliate
of C3 Capital, as more fully described under "BACKGROUND, PURPOSE, AND
EFFECTS OF THE OFFER" of the
1
Revised General Partner Offer, and that in such event, the amount that
could be distributed to Unitholders in the future could equal or exceed the
$428 per Unit estimate by Vintage. The General Partner also took into
account the possible time periods associated with such process and possible
risks and uncertainties associated with it, including the difficulties or
delays in obtaining financing, uncertainties in the financial markets
caused by world or economic events, difficulties or delays in obtaining
consents, and the known and unknown costs and contingent liabilities
associated with the liquidation of an entity such as the Partnership.
ITEM 9. EXHIBITS
The following exhibits are filed herewith:
EXHIBIT
NUMBER DESCRIPTION
------- -----------
(a)(1)(A) Amendment and Supplement to Offer to Purchase, dated October
31, 2001.
(a)(1)(B) Letter of Transmittal.
(a)(1)(C) Form of Letter to Clients for use by Brokers, Dealers, Trust
Companies and other Nominees.
(a)(1)(D) Form of Letter to Brokers, Dealers, Trust Companies and
other Nominees.
(a)(2) Not applicable.
(a)(3) Not applicable.
(a)(4) Not applicable.
(a)(5)(A) Press release, dated October 31, 2001.
(a)(5)(B) Letter to Unitholders, dated October 31, 2001.
(a)(5)(C) Urgent Letter to Unitholders
(e) Not applicable.
(g) Not applicable.
2
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.
AMERICAN RETIREMENT VILLAS
PROPERTIES III, L.P.
By: ARV Assisted Living, Inc., the
General Partner
/s/ DOUGLAS M. PASQUALE
Name: Douglas M. Pasquale
Title: Chairman and Chief Executive
Officer
Dated: October 31, 2001
3
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
(a)(1)(A) Amendment and Supplement to Offer to Purchase, dated October
31, 2001.
(a)(1)(B) Letter of Transmittal.
(a)(1)(C) Form of Letter to Clients for use by Brokers, Dealers, Trust
Companies and other Nominees.
(a)(1)(D) Form of Letter to Brokers, Dealers, Trust Companies and
other Nominees.
(a)(2) Not applicable.
(a)(3) Not applicable.
(a)(4) Not applicable.
(a)(5)(A) Press release, dated October 31, 2001.
(a)(5)(B) Letter to Unitholders, dated October 31, 2001.
(a)(5)(C) Urgent Letter to Unitholders.
(e) Not applicable.
(g) Not applicable.
EX-99.(A)(1)(A)
3
a76436daex99-a1a.txt
EXHIBIT 99.(A)(1)(A)
EXHIBIT (a)(1)(A)
AMENDMENT AND SUPPLEMENT
TO
OFFER TO PURCHASE FOR CASH
ALL OF THE LIMITED PARTNERSHIP UNITS
OF
AMERICAN RETIREMENT VILLAS
PROPERTIES III, L.P.
AT
$400 NET PER UNIT
(INCREASED PRICE)
BY
ARVP ACQUISITION, L.P.
This Amendment and Supplement amends and provides additional information
concerning ARVP Acquisition, L.P.'s Offer, dated October 18, 2001, to purchase
limited partnership units ("Units") of American Retirement Villas Properties
III, L.P., a California limited partnership (the "Partnership"). The Offer is
made pursuant to our Offer to Purchase of that date, as amended and supplemented
hereby, and this Amendment and Supplement should be read in conjunction
therewith.
Please carefully read this Amendment and Supplement and the Offer to
Purchase, including the accompanying Letter of Transmittal, before deciding
whether to tender your Units.
OUR AMENDED OFFER.
As set forth in the original Offer to Purchase, we are offering to purchase
Units of the Partnership. We are wholly owned by ARV Assisted Living, Inc., the
General Partner of the Partnership. We are making the following amendments to
our original Offer to Purchase. We refer to the Offer to Purchase as amended and
supplemented herein, as the "Offer."
Increase in Offer Price to $400 per Unit. We are now offering to purchase
Units at a net cash price of $400 per Unit, without interest, reduced by the
amount of distributions per Unit, if any, made by the Partnership from the date
of the original Offer to Purchase until the date that we purchase the Units
tendered. This new price is $40, or 11%, higher than our original offer price of
$360 per Unit. In establishing the new purchase price proposed to be paid, we
took into account a variety of factors, including those set forth in the
original Offer to Purchase and the subsequent events that have occurred since
our original Offer, which we describe below.
Increase in Number of Units We are Seeking to Purchase. We are now hereby
offering to purchase all of the outstanding Units of the Partnership, not just
10,000 Units as set forth in our original Offer to Purchase. As a result, if you
have tendered all of your Units, and we purchase any Units, all of your Units
would be purchased at the increased price of $400, and the payment of the
purchase price will not be delayed by the need to calculate the exact percentage
of Units purchased. It is the General Partner's belief that the ability of a
Unitholder to sell all of his or her Units promptly and to eliminate the need to
comply with the annual reporting of the tax information on the form K-1s sent to
Unitholders, will be attractive to Unitholders.
Reduction in the Minimum Condition. In our original Offer to Purchase, we
were not required to purchase any Units tendered if less than a majority of
outstanding Units were tendered. See "THE TENDER
OFFER -- Conditions to the Offer" in the original Offer to Purchase. We are now
amending this condition so that we will not be required to purchase any Units
tendered if less than 30% of outstanding Units are tendered.
BACKGROUND, PURPOSE, AND EFFECTS OF THE OFFER.
Background of the Offer. After we made our original Offer, certain events
occurred that caused us to reconsider the terms of our original Offer.
On October 22, 2001, the General Partner was notified by the Arizona
Department of Health Services, Assurance and Licensure Services that the
Partnership's Chandler Villas community must add fire protection sprinklers
throughout the residents' units. The General Partner estimates that the cost of
adding the sprinklers is approximately $600,000. Our Offer of $400 per Unit
gives consideration to this cost.
On October 23, 2001, the General Partner received from Vintage Senior
Housing, LLC ("Vintage"), an affiliate of C3 Capital, LLC, a California limited
liability company ("C3 Capital"), a highly conditional offer to purchase all of
the Partnership's non-cash assets for $19.5 million. Vintage's offer is attached
hereto. Vintage's offer is subject to, among other things, significant due
diligence and financing contingencies. If Vintage could finance the purchase by
providing the necessary cash and obtaining the necessary financing, and the
other numerous conditions could be satisfied, Vintage estimates that you would
eventually receive liquidating distributions of $428 per Unit, approximately $45
per Unit higher than our estimate of the liquidation value of the Partnership's
assets as set forth in our Offer to Purchase. Vintage has not disclosed,
however, the source of capital, if any, from which it expects to finance its
proposed purchase. Vintage's offer states that it has obtained a "letter of
interest" from a potential lender, a copy of which was not provided to the
General Partner. The General Partner is not aware of any commitment obtained by
Vintage to secure the financing necessary to close the purchase. The General
Partner has responded to Vintage's conditional offer by requesting additional
information with respect to financing and informing them of the recent
development to the Partnership's Chandler Villas property as described above.
The General's Partner's response to Vintage is attached hereto.
Additionally, any such sale of the Partnership assets would require
approval of the Unitholders as well as the Partnership's lender. Such approvals
would take time. The General Partner estimates that the earliest a sale could
occur and all necessary approvals could be obtained, such that a liquidating
distribution could be made to Unitholders, would be the second quarter of next
year.
We commenced our original Offer to give Unitholders a more attractive
alternative to C3 Capital's hostile offer. On October 24, 2001, C3 Capital
withdrew its offer to purchase 10,000 Units for $300 per Unit.
Also on October 24, 2001, C3 Capital sent a letter to Unitholders
describing the Vintage offer and claiming that, upon the sale of the
Partnership's assets to Vintage, Unitholders would receive liquidating
distributions in the future of approximately $428 per Unit. Please note that
Vintage is not offering to buy your Units. The C3 Capital offer has been
completely withdrawn.
The General Partner recently received a phone call from another real estate
investor who indicated that they might be interested in purchasing the
Partnership's assets. There was no discussion of price or other terms.
Purpose of the Offer. The purpose of our revised Offer is to provide
Unitholders with an opportunity to sell all of your Units now at a price per
Unit that the General Partner believes to be fair and to enable the General
Partner to acquire a controlling interest in the Partnership.
Because of the inherent conflicts of interest in this matter, the General
Partner is not making any recommendation to you as to whether you should tender
your Units to us. Our revised Offer will enable Unitholders to promptly sell all
of your Units for $400 per Unit in cash if you wish to do so.
2
Effects of the Offer. If we are successful in completing the Offer and own
more than 30% of the outstanding Units, the General Partner will be the major
holder of Units and may be in a position to effectively control all decisions
that require a vote of the Unitholders. If the Offer is completed and we own
more than 50% of the outstanding Units, the General Partner will be in a
position to control all decisions with respect to the Partnership. If we
purchase more than 90% of the outstanding Units, the General Partner could cause
the Partnership to merge with us without the consent of any other Unitholders as
described under "EFFECTS OF THE OFFER" in the original Offer to Purchase.
If we purchase fewer than 90% of the outstanding Units pursuant to our
Offer, the General Partner's present intention is to continue to operate the
Partnership as in the past, with a view to enhancing the value of the properties
and to increasing the amount of cash distributable to Unitholders. The General
Partner reserves the right, however, to evaluate all alternatives available to
it as specified under "EFFECTS OF THE OFFER" in the Offer to Purchase. If we
acquire more than 90% of the outstanding Units, the General Partner intends to
cause the Partnership to merge with us as described under "EFFECTS OF THE OFFER"
in the Offer to Purchase.
FAIRNESS OF THE OFFER; DETERMINATION OF THE OFFER PRICE.
The General Partner continues to believe, based on and subject to the
factors set forth in the Offer to Purchase as supplemented by the information
set forth in this Amendment and Supplement, that the Offer is fair to you. In
making this determination, the General Partner took into account the possibility
of a sale of the Partnership's non-cash assets being consummated for a price
equal to or in excess of the $19.5 million conditional offer by Vintage as
described under "BACKGROUND, PURPOSE, AND EFFECTS OF THE OFFER," and that in
such event, the amount that could be distributed to Unitholders in the future
could equal or exceed the $428 per Unit estimated by Vintage. The General
Partner also took into account the possible time periods associated with such a
process and possible risks and uncertainties associated with it, including the
difficulties or delays in obtaining financing, uncertainties in the financial
markets caused by world or economic events, difficulties or delays in obtaining
consents, and the known and unknown costs and contingent liabilities associated
with the liquidation of an entity such as the Partnership.
In determining the increased price, the General Partner did not conduct any
further financial analysis in addition to what was disclosed in the Offer to
Purchase. The decision to increase the price was based on a variety of factors,
including the General Partner's ability to arrange financing over and above its
available cash to enable us to pay more for the Units, the fact that we are now
able to offer to purchase all outstanding Units and therefore ultimately own a
larger interest in the Partnership after the Offer is consummated, the costs
that must be incurred with respect to the Chandler Villas properties as
described above, and the existence of the Vintage conditional proposal (even
with its uncertainties). None of these factors was given any particular weight,
and they were considered as a whole.
TERMS OF THE OFFER.
Expiration Date. We are not extending the Expiration Date of the Offer
with this Amendment and Supplement. The Expiration Date is still 12:00 Midnight,
Eastern time, on November 15, 2001. We continue to have the right to extend the
Offer as set forth in the original Offer to Purchase.
Subsequent Offering Period. Pursuant to Rule 14d-11 under the Exchange
Act, we currently intend to elect, if necessary, to provide a subsequent
offering period (a "Subsequent Offering Period"). The Subsequent Offering Period
may continue for three to 20 business days following the expiration of the Offer
on the Expiration Date and acceptance for payment of the Units tendered in the
Offer. A Subsequent Offering Period is an additional period of time, following
the first purchase of Units in the Offer, during which Unitholders may tender
Units and be paid for them promptly.
During a Subsequent Offering Period, tendering Unitholders will not have
withdrawal rights, and we will promptly purchase and pay for any Units tendered
at the same price paid in the Offer. Rule 14d-11 provides that we may provide a
Subsequent Offering Period so long as, among other things, (a) the initial
20-business day period of the Offer has expired, (b) we offer the same form and
amount of consideration for Units
3
tendered during the Subsequent Offering Period as in the initial Offer, (c) we
immediately accept and promptly pay for all Units tendered during the Offer
prior to its expiration, (d) we announce the results of the Offer, no later than
9:00 a.m., Eastern time, on the next business day after the Expiration Date and
immediately begin the Subsequent Offering Period, and (e) we immediately accept
and promptly pay for Units as they are tendered during the Subsequent Offering
Period. If we elect to include a Subsequent Offering Period, we will notify
Unitholders consistent with the requirements of the Securities and Exchange
Commission.
PURSUANT TO RULE 14D-7(A)(2) OF THE EXCHANGE ACT, NO WITHDRAWAL RIGHTS
APPLY TO UNITS TENDERED DURING A SUBSEQUENT OFFERING PERIOD AND NO WITHDRAWAL
RIGHTS APPLY DURING THE SUBSEQUENT OFFERING PERIOD WITH RESPECT TO UNITS
TENDERED IN THE OFFER AND ACCEPTED FOR PAYMENT. THE SAME CONSIDERATION WILL BE
PAID TO UNITHOLDERS TENDERING UNITS IN THE OFFER OR IN A SUBSEQUENT OFFERING
PERIOD, IF ONE IS INCLUDED.
WITHDRAWAL RIGHTS.
Units tendered pursuant to the Offer may be withdrawn at any time on or
prior to the Expiration Date and, unless theretofore accepted for payment as
provided in the original Offer to Purchase, may also be withdrawn any time after
December 16, 2001 (the 60th day from the commencement of the Offer) or such
later day as may apply in case the Offer is extended. Once Units are accepted
for payment, they cannot be withdrawn.
If we provide a Subsequent Offering Period following the Offer, no
withdrawal rights will apply to Units tendered during such Subsequent Offering
Period or to Units tendered in the Offer and accepted for payment.
SOURCE AND AMOUNT OF FUNDS.
The total amount of funds required for us to purchase all of the
outstanding Units pursuant to the Offer and to pay fees and expenses related
thereto, is estimated to be approximately $8 million. We plan to obtain all
funds needed for the Offer from cash contributed by the General Partner. The
General Partner intends to obtain these funds from its cash on hand and a loan
of $4.25 million from Red Mortgage Capital, Inc. The loan will bear interest at
a rate of 10.25% per year and mature on January 1, 2003. The loan will be
secured by a pledge of all Units, and any distributions on such Units, purchased
by us in the Offer. In addition, the General Partner will deposit or pledge $2.2
million of cash, or a lesser amount depending upon its ownership interest in the
Partnership after the Offer, and pledge its equity interest in another of its
properties. The loan is conditioned upon the General Partner committing a
minimum of $3.25 million of its own funds to the Offer. The loan is still
subject to final approval by Red Mortgage Capital's Loan Committee. The General
Partner expects to be able to meet all conditions to the proposed financing to
enable the funding to be available promptly upon the purchase of the Units.
CONDITIONS TO THE OFFER.
The Offer is conditioned upon, among other things as set forth in the Offer
to Purchase, the General Partner having received the proceeds of the financing
in accordance with the commitment letter described above under "SOURCE AND
AMOUNT OF FUNDS."
The Offer is now conditioned upon there being tendered and not withdrawn a
number of Units that, together with the Units already owned by the General
Partner, will constitute at least 30%, as opposed to a majority as set forth in
the original Offer to Purchase, of the outstanding Units.
CERTAIN UNITED STATES FEDERAL TAX CONSEQUENCES.
Sale of Units Pursuant to Our Amended Offer. The tax consequences
associated with a sale of your Units pursuant to the Offer to Purchase are
described in the Offer to Purchase, and our amended offer set forth in this
Amendment and Supplement does not change the tax consequences associated with
any such
4
sale. However, if we purchase any Units pursuant to the Offer to Purchase, the
amended offer eliminates the risk that a Unitholder tendering all of its Units
will not be able to sell all of its Units pursuant to the Offer to Purchase. All
references herein to a "Section" refer to sections of the Internal Revenue Code
of 1986, as amended (the "Code").
Sale of Assets. If the Partnership were to sell its assets to Vintage
pursuant to the Vintage offer described above, or to any other party, each
Unitholder would be required to report his or her allocable share of the
Partnership's gain or loss on the sale in the Unitholder's taxable year in which
the assets are sold. Each Unitholder's allocable share of Partnership net
taxable income or loss from operations, capital gains and losses, Section 1231
gains and losses (as defined below), Section 1245 gains (as defined below), and
Section 1250 gains (as defined below) (as such allocable share is determined in
accordance with the allocation provisions contained in the Partnership
Agreement) would be reflected on the applicable Schedule K-1.
Section 1231 Gains and Losses. "Section 1231 gains" are those gains
arising from the sale or exchange of "Section 1231 Property," which is defined
to include (a) depreciable assets used in a trade or business and held for more
than one year or (b) real property used in a trade or business and held for more
than one year, in each case subject to exception for inventory property and
property held primarily for sale to customers in the ordinary course of
business. Conversely, "Section 1231 losses" are those losses arising from the
sale or exchange of Section 1231 Property.
To the extent that a Unitholder's Section 1231 gains for any taxable year
exceed its Section 1231 losses for the year, subject to certain exceptions (such
as depreciation recapture, as discussed below), such gains and losses generally
are treated as long-term capital gains. However, Section 1231 gains are treated
as ordinary income to the extent of prior Section 1231 losses from any source
that were treated as ordinary in any of the previous five years. If a
Unitholder's Section 1231 losses exceed his or her Section 1231 gains for any
taxable year, such losses and gains are treated as ordinary losses and gains by
the Unitholder. For these purposes, Section 1231 gains and losses are netted at
the Partnership level, and each Unitholder's share of the Partnership's net
Section 1231 gain or net Section 1231 loss is then netted against the
Unitholder's Section 1231 gains and Section 1231 losses from sources other than
the Partnership to determine the Unitholder's net Section 1231 gain or loss.
Section 1245 and Section 1250 Gains. Under Sections 1245 and 1250 of the
Code, a portion of any gain recognized upon a sale of the Partnership's assets
(including Section 1231 Property) equal to all or a portion of the depreciation
expense claimed with respect to the assets may be "recaptured" as ordinary
income upon such sale or other disposition ("Section 1245 gains" and "Section
1250 gains," respectively), notwithstanding that the gain recognized would have
been treated as capital gain in the absence of Section 1245 and/or 1250.
Distributions After a Sale of Assets. After allocating to Unitholders
income or loss from a sale of assets (with the concomitant tax basis
adjustments), the distribution of proceeds from the sale would reduce each
Unitholder's federal income tax basis in its Units. To the extent that the cash
received by a Unitholder in such distribution, when added to the Unitholder's
allocable share of the Partnership's debt assumed in the sale, exceeded the
Unitholder's basis in its Units prior to the sale, the Unitholder would
recognize gain on the distribution. Any such gain generally would be taxed as a
long-term or short-term capital gain depending on a Unitholder's holding period
in its Units. To the extent that a Unitholder's basis in its Units prior to the
sale exceeded the sum of the cash received by the Unitholder in such
distribution plus the Unitholder's allocable share of the Partnership's debt
assumed in the sale, the Unitholder would recognize a loss on the distribution
if the distribution was received in final liquidation of the Partnership. Any
such loss generally would be taxed as a long-term or short-term capital loss
depending on the Unitholder's holding period in its Units.
As described in the Offer to Purchase, this summary does not address all of
the tax consequences that may be applicable to Unitholders and to certain
categories of Unitholders in connection with a sale of Units pursuant to the
Offer to Purchase, nor does the summary address all of the tax consequences that
may be applicable to Unitholders and certain categories of Unitholders in
connection with a sale of assets. ACCORDINGLY, UNITHOLDERS SHOULD CONSULT THEIR
OWN TAX ADVISORS REGARDING THE SPECIFIC INCOME TAX CONSEQUENCES OF THE PROPOSED
TRANSAC-
5
TIONS, INCLUDING THE APPLICABILITY AND EFFECT OF FEDERAL, STATE, LOCAL AND
FOREIGN TAX LAWS.
OTHER TERMS.
Except as modified as described above, the terms of the Offer and other
information set forth in the original Offer to Purchase continue in full force
and effect.
If you have already tendered your Units, and wish to have them all
purchased at the new higher price, you do not need to do anything more. If you
have not tendered and wish to do so now, you should either (1) complete and sign
the Letter of Transmittal (or facsimile thereof) in accordance with the
instructions in the Letter of Transmittal and mail or deliver the Letter of
Transmittal (or such facsimile) and any other required documents to the
Depositary or (2) request your broker, dealer, bank, trust, partnership, or
other nominee to effect the transaction for you. If your Units are registered in
the name of a broker, dealer, bank, trust, partnership, or other nominee, you
MUST contact such person if you desire to tender your Units.
If you have any questions, you can call the Information Agent at (800)
223-2064 (toll-free).
ARVP ACQUISITION, L.P.
October 31, 2001
6
Facsimile copies of the Letter of Transmittal, properly completed and duly
executed, will be accepted. The Letter of Transmittal and any other required
documents should be sent or delivered by you or your broker, dealer, bank,
trust, partnership, or other nominee to the Depositary at its address set forth
below:
ALPINE FIDUCIARY SERVICES, INC.
By Mail: By Hand: By Overnight Delivery:
c/o Georgeson Shareholder c/o Georgeson Shareholder c/o Georgeson Shareholder
Communications Inc. Communications Inc. Communications Inc.
P.O. Box 2065 17 State Street, 28th Floor 111 Commerce Road
South Hackensack, NJ 07606-9974 New York, NY 10004 Carlstadt, NY 07072
Attn: Reorganization Dept.
By Facsimile Transmission:
(201) 460-2889
Confirmation Receipt of Facsimile by Telephone Only:
(201) 896-5648
Questions and requests for assistance may be directed to the Information
Agent at the address and telephone numbers listed below. Additional copies of
the Offer to Purchase, the Letter of Transmittal, and other tender offer
materials may be obtained from the Information Agent, and will be furnished
promptly at our expense. You may also contact your broker, dealer, bank, trust,
partnership, or other nominee for assistance concerning the Offer.
The Information Agent for the Offer is:
GEORGESON SHAREHOLDER COMMUNICATIONS INC.
17 State Street, 10th Floor
New York, New York 10004
Banks and Brokers Call: (212) 440-9800
All Others Please Call Toll-Free: (800) 223-2064
EX-99.(A)(1)(B)
4
a76436daex99-a1b.txt
EXHIBIT 99.(A)(1)(B)
EXHIBIT (a)(1)(B)
LETTER OF TRANSMITTAL
TO
TENDER LIMITED PARTNERSHIP UNITS
OF
AMERICAN RETIREMENT VILLAS PROPERTIES III, L.P.
AT
$400 NET PER UNIT
(INCREASED PRICE)
PURSUANT TO THE OFFER TO PURCHASE DATED OCTOBER 18, 2001,
AS AMENDED AND SUPPLEMENTED ON OCTOBER 31, 2001
BY
ARVP ACQUISITION, L.P.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN
TIME, ON THURSDAY, NOVEMBER 15, 2001, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
ALPINE FIDUCIARY SERVICES, INC.
By Mail: By Hand: By Overnight Delivery:
c/o Georgeson Shareholder c/o Georgeson Shareholder c/o Georgeson Shareholder
Communications Inc. Communications Inc. Communications Inc.
P.O. Box 2065 17 State Street, 28th Floor 111 Commerce Road
South Hackensack, NJ 07606-9974 New York, NY 10004 Carlstadt, NJ 07072
Attention: Mark Zimkind Attention: Reorg Department
By Facsimile Transmission:
(201) 460-2889
Confirmation Receipt of Facsimile by Telephone Only:
(201) 896-5648
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OTHER THAN AS SET
FORTH ABOVE, DOES NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
--------------------------------------------------------------------------------
DESCRIPTION OF UNITS TENDERED
----------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS YOUR NAME(S) APPEAR(S)
ON
THE RECORDS OF THE PARTNERSHIP. IF YOU HAVE A QUESTION AS TO
HOW YOUR NAME(S) APPEAR(S) ON THE RECORDS OF THE
PARTNERSHIP, PLEASE CALL THE INFORMATION AGENT.)
----------------------------------------------------------------------------------------------------------------------
TOTAL NUMBER OF NUMBER OF UNITS
UNITS HELD TENDERED*
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
TOTAL UNITS TENDERED:
----------------------------------------------------------------------------------------------------------------------
* Unless otherwise indicated, you will be deemed to have
tendered the total number of Units held by you. See
Instruction 4.
--------------------------------------------------------------------------------
NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING
INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to 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"), the above-described Limited
Partnership Units (the "Units") of the Partnership, at a net cash price of $400
per Unit, without interest, reduced by the amount of distributions per Unit, if
any, made by the Partnership from the date of the original Offer to Purchase
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, as amended
and supplemented on October 31, 2001 (the "Offer to Purchase") and this Letter
of Transmittal (which, together with any further amendments or supplements
thereto or hereto, collectively constitute the "Offer"), receipt of which is
hereby acknowledged.
Upon the terms of the Offer, subject to, and effective upon, acceptance for
payment of, and payment for, the Units tendered hereby in accordance with the
terms of the Offer, the undersigned hereby sells, assigns and transfers to, or
upon the order of, the Purchaser all right, title and interest in and to all the
Units that are being tendered hereby (and any and all distributions in respect
thereof (collectively, the "Distributions")).
The undersigned hereby irrevocably appoints the Purchaser, or any of the
Purchaser's designees, the undersigned's true and lawful attorney-in-fact and
proxy, with full power of substitution, to the full extent of the undersigned's
rights with respect to the Units tendered hereby and accepted for payment by
Purchaser, to (a) present such Units (and any Distributions) for transfer on the
Partnership's records and (b) receive all benefits and otherwise exercise all
rights of beneficial ownership of such Units (and any Distributions), all in
accordance with the terms of the Offer. All such proxies will be considered
coupled with an interest in the tendered Units, are irrevocable and are granted
in consideration of, and are effective upon, the Purchaser's acceptance for
payment of the Units in accordance with the terms of the Offer. Upon acceptance
for payment, all prior powers of attorney and proxies given by the undersigned
with respect to the Units (and any Distributions) will, without further action,
be revoked, and no subsequent powers of attorney and proxies may be given (and,
if given, will be without force or effect). The Purchaser's designees will, with
respect to the Units for which the appointment is effective, be empowered to
exercise all the undersigned's voting and other rights as such designees in
their sole discretion may deem proper at any meeting of the Partnership or any
adjournment or postponement thereof. In order for Units to be deemed validly
tendered, immediately upon the Purchaser's acceptance for payment of the Units,
the Purchaser or the Purchaser's designees must be able to exercise full voting
rights with respect to the Units, including voting at any meeting of the
Partnership's unitholders.
If the Partnership declares or pays a Distribution on the Units, then,
subject to the provisions contained in the Offer to Purchase, the Offer Price
will be reduced by the amount of any such Distribution, and such Distribution
will be required to be promptly remitted and transferred by each tendering
unitholder to the Depositary for the account of the Purchaser, accompanied by
appropriate documentation of transfer. Pending such remittance and subject to
applicable law, the Purchaser will be entitled to all rights and privileges as
owner of any such Distribution and may withhold the entire Offer Price or deduct
from the Offer Price the amount or value thereof, as determined by the Purchaser
in its sole discretion.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the tendered Units
(and any Distributions), and, when the same are accepted for payment by the
Purchaser, the Purchaser will acquire good title thereto, free and clear of all
liens, restrictions, claims and encumbrances and the same will not be subject to
any adverse claim. The undersigned will, upon request, execute any additional
documents deemed by the Depositary or the Purchaser to be necessary or desirable
to complete the sale, assignment and transfer of the tendered Units (and any
Distributions).
All authority conferred or agreed to be conferred pursuant to this Letter
of Transmittal shall be binding upon the successors, assigns, heirs, executors,
administrators and legal representatives of the undersigned and shall not be
affected by, and shall survive, the death or incapacity of the undersigned.
Except as stated in the Offer to Purchase, this tender is irrevocable; provided,
however, Units tendered pursuant to the Offer may be withdrawn in the manner set
forth in the Offer to Purchase, at any time prior to the Expiration Date.
The undersigned understands that the valid tender of Units pursuant to any
of the procedures contained in "THE TENDER OFFER -- Procedures for Accepting the
Offer and Tendering Units" of the Offer to Purchase and in the Instructions
hereto will constitute a binding agreement between the undersigned and the
Purchaser upon the terms and subject to the conditions of the Offer. The
undersigned recognizes that under certain circumstances set forth in the Offer
to Purchase, the Purchaser may not be required to accept for payment any of the
Units tendered hereby.
2
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the Offer Price in the name(s) of the registered
holder(s) appearing under "Description of Units Tendered." Similarly, unless
otherwise indicated herein under "Special Delivery Instructions," please mail
the check for the Offer Price and/or send notification regarding any Units not
accepted for payment (and accompanying documents, as appropriate) to the
address(es) of the registered holder(s) appearing under "Description of Units
Tendered." If both the "Special Delivery Instructions" and the "Special Payment
Instructions" are completed, please issue the check for the Offer Price in the
name of, and deliver such check and/or notification (and any accompanying
documents, as appropriate) to, the person or persons so indicated.
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for the Offer Price of Units accepted for
payment is to be issued in the name of someone other than the undersigned.
Issue Check to:
Name: --------------------------------------------------------------------------
(PLEASE PRINT)
Address: -----------------------------------------------------------------------
----------------------------------------------------------
----------------------------------------------------------
(INCLUDE ZIP CODE)
----------------------------------------------------------
(EMPLOYER IDENTIFICATION OR
SOCIAL SECURITY NUMBER)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if notification regarding any Units not accepted for
payment and/or the check for the Offer Price of Units accepted for payment
are/is to be sent to someone other than the undersigned or to the undersigned at
an address other than that above.
Mail: [ ] Check [ ] Notification to:
Name: --------------------------------------------------------------------------
(PLEASE PRINT)
Address: -----------------------------------------------------------------------
----------------------------------------------------------
----------------------------------------------------------
(INCLUDE ZIP CODE)
----------------------------------------------------------
(EMPLOYER IDENTIFICATION OR
SOCIAL SECURITY NUMBER)
SIGN HERE TO TENDER YOUR UNITS
(ALSO COMPLETE SUBSTITUTE FORM W-9 ON THE OTHER SIDE OF THIS FORM)
X
--------------------------------------------------------------------------------
(SIGNATURE(S) OF HOLDER(S))
DATED __________________ , 2001
(Must be signed by registered holder(s) as name(s) appear(s) on the records of
the Partnership or by person(s) authorized to become registered holder(s) by
documents transmitted herewith. If signature is by trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or others
acting in a fiduciary or representative capacity, please provide the following
information and see Instruction 5.)
Name(s)
--------------------------------------------------------------------------------
(PLEASE PRINT)
Capacity (Full Title)
--------------------------------------------------------------------------------
Address
--------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Daytime Area Code and Telephone No.
--------------------------------------------------------------------------------
Employer Identification or Social Security No.
--------------------------------------------------------------------------
(SEE SUBSTITUTE FORM W-9)
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED, SEE INSTRUCTIONS 1 AND 5)
Authorized Signature
--------------------------------------------------------------------------------
Name
--------------------------------------------------------------------------------
(PLEASE PRINT)
Title
--------------------------------------------------------------------------------
Name of Firm
--------------------------------------------------------------------------------
Address
--------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Daytime Area Code and Telephone No.
--------------------------------------------------------------------------------
Dated
--------------------------------------------------------------------------------
3
SUBSTITUTE FORM W-9
REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION
REQUESTOR
Alpine Fiduciary Services, Inc.
17 State Street
New York, NY 10004
--------------------------------------------------------------------------------
NAME (SEE GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9)
--------------------------------------------------------------------------------
BUSINESS NAME, IF DIFFERENT FROM ABOVE (SEE GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9)
--------------------------------------------------------------------------------
I am a(n): __ Individual/Sole
Proprietor __ Corporation __ Partnership __ Other ____________________
--------------------------------------------------------------------------------
ADDRESS (NUMBER, STREET, AND APT. OR SUITE NO.)
--------------------------------------------------------------------------------
CITY, STATE AND ZIP CODE
------------------------------------------------------------------------------------------------------------------
PART 1 -- TAXPAYER IDENTIFICATION NUMBER
------------------------------------------------------------------------------------------------------------------
Enter your social security number OR employer Social Security Number
identification number in the appropriate box. For --------------------------------------------------------
individuals, this is your social security number (SSN). Employer Identification Number
However, for a nonresident alien, sole proprietor, or
disregarded entity, see the Guidelines for
Certification of Taxpayer Identification Number on
Substitute Form W-9. For other entities, it is your
employer identification number (EIN). If you do not
have a number, see the Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9.
------------------------------------------------------------------------------------------------------------------
PART 2 -- EXEMPT PAYEES
--------------------------------------------------------------------------------
For U.S. Payees Exempt from Backup Withholding ____________________
-------------------------------------------------------------------------------------------------------------------
PART 3 -- CERTIFICATION
-------------------------------------------------------------------------------------------------------------------
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be
issued to me), and
2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been
notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure
to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup
withholding, and
3. I am a U.S. person (including a U.S. resident alien).
-------------------------------------------------------------------------------------------------------------------
SIGN SIGNATURE OF
HERE U.S. PERSON DATE
-------------------------------------------------------------------------------------------------------------------
4
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. No signature guarantee is required on this
Letter of Transmittal (a) if this Letter of Transmittal is signed by the
registered holder(s) of Units tendered herewith, unless such registered
holder(s) has completed either the box entitled "Special Payment Instructions"
or the box entitled "Special Delivery Instructions" on the Letter of Transmittal
or (b) if such Units are tendered for the account of a financial institution
(including most commercial banks, savings and loan associations and brokerage
houses) that is a participant in the Security Transfer Agents Medallion Program
(an "Eligible Institution"). In all other cases, all signatures on this Letter
of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5.
The most convenient place to get a medallion guaranty is your bank.
Generally, banks require that you have an open account and a valid ID to give a
medallion guaranty.
2. REQUIREMENTS OF TENDER. This Letter of Transmittal is to be completed
by all tendering unitholders. For a unitholder validly to tender Units pursuant
to the Offer, the Depositary must receive at one of its addresses set forth
herein, on or prior to the Expiration Date (as defined in the Offer to
Purchase), (a) this Letter of Transmittal (or a facsimile hereof), properly
completed and duly executed, together with any required signature guarantees,
and (b) any other documents required by this Letter of Transmittal.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED
DOCUMENTS IS AT THE ELECTION AND SOLE RISK OF THE TENDERING UNITHOLDER. UNITS
WILL BE DEEMED DELIVERED ONLY UPON ACTUAL RECEIPT OF THIS LETTER OF TRANSMITTAL
(AND ALL OTHER REQUIRED DOCUMENTS) BY THE DEPOSITARY. IF DELIVERY IS BY MAIL,
REGISTERED MAIL, WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY
DELIVERY.
No alternative, conditional or contingent tenders will be accepted and no
fractional Units will be purchased. All tendering holders, by execution of this
Letter of Transmittal (or a facsimile thereof), waive any right to receive any
notice of the acceptance of their Units for payment.
3. INADEQUATE SPACE. If the space provided herein is inadequate, the
number of Units should be listed on a separate schedule attached hereto.
4. PARTIAL TENDERS. If fewer than all the Units are to be tendered, fill
in the number of Units that are to be tendered in the box entitled "Number of
Units Tendered." All Units listed in the column "Total Number of Units Held"
will be deemed to have been tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL. If this Letter of Transmittal is
signed by the registered holder of the Units tendered hereby, the signature must
correspond with the name as it appears on the records of the Partnership without
any change whatsoever.
If any of the Units tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If any tendered Units appear in the records of the Partnership in different
names, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal as there are different recordations.
If this Letter of Transmittal is signed by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or others
acting in a fiduciary or representative capacity, such persons should so
indicate when signing, and proper evidence satisfactory to the Purchaser of
their authority so to act must be submitted.
When this Letter of Transmittal is signed by the registered holder(s) of
the Units listed and transmitted hereby, no further documents are required with
respect to such Units.
If Units appear in the records of the Partnership in the name of a person
other than the signer of this Letter of Transmittal, or if payment is to be
made, or notification regarding any Units not accepted for payment is to be
given, to a person other than the person appearing in the records of the
Partnership as the holder of the Units tendered, this Letter of
5
Transmittal must be accompanied by appropriate transfer documents, signed
exactly as the name or names of the holder or holders appear on the records of
the Partnership, with the signatures on the transfer documents guaranteed as
aforesaid by an Eligible Institution. See Instruction 1.
6. TRANSFER TAXES. The Purchaser will pay any transfer taxes with respect
to the transfer and sale of Units to it or its order pursuant to the Offer. If,
however, payment of the Offer Price is to be made to any person(s) other than
the person(s) appearing on the records of the Partnership as the holder(s), or
if tendered Units appear in the records of the Partnership in the name of any
person(s) other than the person(s) signing this Letter of Transmittal, the
amount of any transfer taxes (whether imposed on the record holder(s) or such
person(s)) payable on account of the transfer to such person(s) will be deducted
from the Offer Price, unless satisfactory evidence of the payment of such taxes
or exemption therefrom is submitted.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check is to be issued
in the name of, and/or notification regarding any Units not accepted for payment
is to be given to, a person other than the signer of this Letter of Transmittal,
or if a check is to be sent to a person other than the signer of this Letter of
Transmittal or to an address other than that shown above, the appropriate boxes
on this Letter of Transmittal should be completed.
8. DEFECTS AND WAIVER OF CONDITIONS. All questions as to the validity,
form, eligibility (including time of receipt) and acceptance of a Letter of
Transmittal will be determined by the Purchaser and the determinations will be
final and binding. The Purchaser's interpretation of the terms of the Offer
(including these instructions) will be final and binding. The Purchaser will
have the right to waive any defects or conditions as to the manner of tendering.
Any defects in connection with tenders, unless waived, must be cured within such
time as the Purchaser will determine. This Letter of Transmittal will not be
valid until all defects have been cured or waived. Neither the Purchaser, the
Depositary, nor any other person is under any duty to give notification of
defects in a Letter of Transmittal and will incur no liability for failure to
give notification.
9. BACKUP WITHHOLDING. In order to avoid backup withholding of U.S.
federal income tax on payments of cash pursuant to the Offer, a unitholder
surrendering Units in the Offer must, unless an exemption applies, provide the
Depositary with such unitholder's correct taxpayer identification number ("TIN")
on Substitute Form W-9 included as part of this Letter of Transmittal and
certify under penalties of perjury that such TIN is correct and that such
unitholder is not subject to backup withholding. If a unitholder does not
provide such unitholder's correct TIN or fails to provide the certifications
described above, the Internal Revenue Service (the "IRS") may impose a penalty
on such unitholder and payment of cash to such unitholder pursuant to the Offer
may be subject to backup withholding of 30.5%. All unitholders surrendering
Units pursuant to the Offer should complete and sign the main signature form and
the Substitute Form W-9 to provide the information and certification necessary
to avoid backup withholding (unless an applicable exemption exists and is proved
in a manner satisfactory to the Purchaser and the Depositary).
Backup withholding is not an additional tax. Rather, the amount of the
backup withholding is credited against the U.S. federal income tax liability of
the person subject to the backup withholding. If backup withholding results in
an overpayment of tax, a refund can be obtained by the unitholder upon filing an
income tax return.
The unitholder is required to give the Depositary the tax identification
number, ie, the social security number or employer identification number (the
"TIN") of the record owner of the Units. When determining the TIN to be
furnished, please refer to the following as a guide:
Individual Accounts -- registered owner's social security number
Joint Accounts -- social security number of registered owner whose name
appears first
Trust Accounts -- TIN assigned to the Trust
IRA Custodial Accounts -- TIN of the Custodian (not necessary to provide)
Custodial Accounts for the Benefit of Minors -- social security number of
the minor
Corporations, Partnership or Other Business Entity -- TIN assigned to the
entity
If the tendering unitholder has not been issued a TIN and has applied for a
TIN or intends to apply for TIN in the near future, the unitholder should
contact the Depositary, toll free, at (800) 223-2064, and the Depositary will
provide the
6
unitholder with the appropriate forms. Consult the "Guidelines for Certification
of Taxpayer Identification Number on Substitute Form W-9" enclosed with the
original Offer materials for additional guidance on which number to report.
The certification in Part 3 of the Substitute Form W-9 may be given if the
tendering unitholder has not been issued a TIN and has applied for a TIN or
intends to apply for a TIN in the near future. Notwithstanding that the
certification in Part 3 is given, if the tendering unitholder has not been
issued a TIN, the Depositary will withhold 30.5% on all payments made prior to
the time a properly certified TIN is provided to the Depositary.
Certain unitholders are not subject to backup withholding. Noncorporate
foreign unitholders should complete and sign the main signature form and a Form
W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax
Withholding) or W-8ECI (Certificate of Foreign Person's Claim for Exemption from
Withholding on Income Effectively Connected With the Conduct of a Trade or
Business in the United States), as applicable, in order to avoid backup
withholding. A copy of either of these forms may be obtained from the
Depositary. See the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for more instructions.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests
for assistance may be directed to Georgeson Shareholder Communications Inc. as
the Information Agent, at its address listed below. Additional copies of the
Offer to Purchase, this Letter of Transmittal and the Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 may be
obtained from the Information Agent or from brokers, dealers, banks, trust
companies or other nominees.
IMPORTANT: IN ORDER FOR UNITS TO BE VALIDLY TENDERED PURSUANT TO THE OFFER,
THIS LETTER OF TRANSMITTAL (OR A FACSIMILE HEREOF), PROPERLY COMPLETED AND DULY
EXECUTED, TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES AND ANY OTHER
DOCUMENTS REQUIRED BY THIS LETTER OF TRANSMITTAL, MUST BE RECEIVED BY THE
DEPOSITARY ON OR PRIOR TO THE EXPIRATION DATE.
THIS LETTER OF TRANSMITTAL (OR A FACSIMILE HEREOF), PROPERLY COMPLETED AND
DULY EXECUTED WITH ANY REQUIRED SIGNATURE GUARANTEES, TOGETHER WITH ANY OTHER
REQUIRED DOCUMENTS, SHOULD BE SENT OR DELIVERED BY EACH UNITHOLDER OR SUCH
UNITHOLDER'S BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE TO
THE DEPOSITARY AT ONE OF ITS ADDRESSES SET FORTH BELOW.
[Remainder of Page Left Blank]
7
The Depositary for the Offer is:
ALPINE FIDUCIARY SERVICES INC.
By Mail: By Hand: By Overnight Delivery:
c/o Georgeson Shareholder c/o Georgeson Shareholder c/o Georgeson Shareholder
Communications Inc. Communications Inc. Communications Inc.
P.O. Box 2065 17 State Street, 28th Floor 111 Commerce Road
South Hackensack, NJ 07606-9974 New York, NY 10004 Carlstadt, NJ 07072
Attention: Mark Zimkind Attention: Reorg Department
By Facsimile Transmission:
(201) 460-2889
Confirmation Receipt of Facsimile by Telephone Only:
(201) 896-5648
Questions and requests for assistance may be directed to the Information
Agent at its address set forth below. Additional copies of the Offer to Purchase
and this Letter of Transmittal may be obtained from the Information Agent. You
may also contact your broker, dealer, bank, trust company or other nominee for
assistance concerning the Offer.
The Information Agent for the Offer is:
GEORGESON SHAREHOLDER COMMUNICATIONS INC.
17 State Street
New York, NY 10004
Banks and Brokers Call: (212) 440-9800
All Others Please Call Toll-Free: (800) 223-2064
EX-99.(A)(1)(C)
5
a76436daex99-a1c.txt
EXHIBIT 99.(A)(1)(C)
EXHIBIT (a)(1)(C)
AMENDED AND SUPPLEMENTED
OFFER TO PURCHASE FOR CASH
ALL OF THE LIMITED PARTNERSHIP UNITS
OF
AMERICAN RETIREMENT VILLAS PROPERTIES III, L.P.
AT
$400 NET PER UNIT
(INCREASED PRICE)
BY
ARVP ACQUISITION, L.P.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN
TIME, ON THURSDAY, NOVEMBER 15, 2001, UNLESS THE OFFER IS EXTENDED.
October 31, 2001
To Our Clients:
Enclosed for your consideration is an Amendment and Supplement to the Offer
to Purchase dated October 18, 2001 (the "Offer to Purchase") and the related
Letter of Transmittal (which, together with any further amendments or
supplements thereto, collectively constitute the "Offer") relating to the Offer
by ARVP Acquisition, L.P. (the "Purchaser") to purchase your limited partnership
units ("Units").
WE (OR OUR NOMINEES) ARE THE HOLDER OF RECORD OF UNITS HELD BY US FOR YOUR
ACCOUNT. A TENDER OF SUCH UNITS CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD
AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU
FOR YOUR INFORMATION ONLY AND CANNOT BE USED TO TENDER UNITS HELD BY US FOR YOUR
ACCOUNT.
We request instructions as to whether you wish to tender any of or all the
Units held by us for your account pursuant to the terms and conditions set forth
in the Offer as supplemented and amended by the enclosed documents.
Your attention is directed to the following significant respects in which
the Offer has been amended:
1. The Purchaser is now offering to purchase Units at a net cash
price of $400 per Unit, without interest, reduced by the amount of
distributions per Unit, if any, made by the Partnership from the date of
the original Offer to Purchase until the date that the Purchaser purchases
the Units tendered. This represents an increase of $40 or 11% over the
Purchaser's original Offer to Purchase.
2. The Purchaser is now offering to purchase all of the outstanding
Units of the Partnership, not just 10,000 Units as set forth in its
original Offer to Purchase.
3. The Purchaser has reduced the minimum condition to the Offer so
that the Offer is now 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 30% of
the outstanding Units as of the date Units are accepted for purchase
pursuant to the Offer to Purchase.
4. The Purchaser plans to obtain all funds needed for the Offer from
cash contributed by the General Partner. The General Partner intends to
obtain these funds from its cash on hand and a loan from Red Mortgage
Capital, Inc. The loan will be secured by a pledge of all Units, and any
Distributions on such Units, purchased by the Purchaser in the Offer to
Purchase.
Please see the enclosed Amendment and Supplement to the Offer to Purchase
for a full discussion of all amendments.
If you wish to have us tender any or all of the Units held by us for your
account, please so instruct us by completing, executing, detaching and returning
to us the instruction form on the detachable part hereof. An envelope to return
your instructions to us is enclosed. If you authorize the tender of your Units,
all such Units will be tendered unless otherwise specified on the final page
hereof. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US
TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION DATE.
IF YOU HAVE ALREADY TENDERED YOUR UNITS TO THE PURCHASER IN RESPONSE TO THE
OFFER TO PURCHASE THAT WAS MAILED OCTOBER 18, 2001, YOU DO NOT NEED TO TAKE ANY
FURTHER ACTION AT THIS TIME.
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.
The Purchaser is not aware of any jurisdiction where the making of the
Offer is prohibited by any administrative or judicial action pursuant to any
valid state statute. If the Purchaser becomes aware of any valid state statute
prohibiting the making of the Offer or the acceptance of the Units, the
Purchaser will make a good faith effort to comply with such state statute. If,
after such good faith effort the Purchaser cannot comply with any such state
statute, the Offer will not be made to (nor will tenders be accepted from or on
behalf of) the holders of Units in such state. In any jurisdiction where the
securities, blue sky or other laws require the Offer to be made by a licensed
broker or dealer, the Offer is being made on behalf of the Purchaser by one or
more registered brokers or dealers that are licensed under the laws of such
jurisdiction.
2
INSTRUCTIONS WITH RESPECT TO THE
OFFER TO PURCHASE FOR CASH
ALL OF THE LIMITED PARTNERSHIP UNITS
OF
AMERICAN RETIREMENT VILLAS PROPERTIES III, L.P.
AT
$400 NET PER UNIT
(INCREASED PRICE)
BY
ARVP ACQUISITION, L.P.
The undersigned acknowledge(s) receipt of your letter, the Offer to
Purchase of ARVP Acquisition, L.P. (the "Purchaser"), dated October 18, 2001, as
amended and supplemented on October 31, 2001 (the "Offer to Purchase") and the
related Amended Letter of Transmittal relating to the offer by the Purchaser to
purchase all of the limited partnership units (the "Units"), of American
Retirement Villas Properties III, L.P., a California limited partnership.
This will instruct you to tender the number of Units indicated below held
by you for the account of the undersigned, on the terms and subject to the
conditions set forth in the Offer to Purchase and related Letter of Transmittal.
NUMBER OF UNITS SIGN HERE
TO BE TENDERED:
-------------------------------------------- --------------------------------------------
------------------------------------------- UNITS*:
Signature(s)
--------------------------------------------
--------------------------------------------
--------------------------------------------
--------------------------------------------
PLEASE TYPE OR PRINT NAME(S)
--------------------------------------------
--------------------------------------------
TYPE OR PRINT ADDRESS(ES)
--------------------------------------------
AREA CODE AND TELEPHONE NO.
--------------------------------------------
TAXPAYER IDENTIFICATION OR SOCIAL SECURITY
NO.
Dated:
--------------------------------------------
---------------
* Unless otherwise indicated, it will be assumed that all your Units are to be
tendered.
3
EX-99.(A)(1)(D)
6
a76436daex99-a1d.txt
EXHIBIT 99.(A)(1)(D)
EXHIBIT (a)(1)(D)
AMENDED AND SUPPLEMENTED
OFFER TO PURCHASE FOR CASH
ALL OF THE LIMITED PARTNERSHIP UNITS
OF
AMERICAN RETIREMENT VILLAS PROPERTIES III, L.P.
AT
$400 NET PER UNIT
(INCREASED PRICE)
BY
ARVP ACQUISITION, L.P.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON
THURSDAY, NOVEMBER 15, 2001, UNLESS THE OFFER IS EXTENDED.
October 31, 2001
To Brokers, Dealers, Banks,
Trust Companies and other Nominees:
On October 31, 2001, 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"), offered to purchase all of the
outstanding limited partnership units ("Units") of the Partnership at a net cash
price of $400 per Unit, without interest reduced by the amount of distributions,
if any, made by the Partnership from October 18, 2001 until the date on which
the Purchaser purchases the Units tendered (the "Offer Price"), upon the terms
and subject to the conditions set forth in the Purchaser's Offer to Purchase
dated October 18, 2001, as amended on October 31, 2001 (the "Offer to
Purchase"), and in the related Letter of Transmittal (which, together with any
amendments or supplements thereto, constitute the "Offer").
We would like to direct your attention to the following significant changes
in the terms and conditions of the Offer:
- The Purchase is now offering to purchase the Units at a net cash price of
$400 per Unit, without interest, reduced by the amount of distributions
per Unit, if any, made by the Partnership from the date of the original
Offer to Purchase until the date that we purchase the Units tendered.
This represents an increase of $40 or 11% over the Purchaser's original
Offer to Purchase.
- The Purchaser is now offering to purchase all of the outstanding Units of
the Partnership, not just 10,000 Units as set forth in our prior Offer to
Purchase.
- The Purchaser has reduced the minimum condition to the Offer so that the
Offer is now 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 30% of
the outstanding Units as of the date Units are accepted for purchase
pursuant to the Offer to Purchase.
- The Purchaser plans to obtain all funds needed for the Offer from cash
contributed by the General Partner. The General Partner intends to obtain
these funds from its cash on hand and a loan from Red Mortgage Capital,
Inc. The loan will be secured by a pledge of all Units, and any
Distributions on such Units, purchased by the Purchaser in the Offer to
Purchase.
Please see the enclosed Amendment and Supplement to the Offer to Purchase
for a full discussion of all amendments.
Enclosed herewith for your information and forwarding to your clients are
copies of the following documents, amending the Offer:
1. Amendment and Supplement to the Offer to Purchase, dated October
31, 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, as amended;
4. Return envelope addressed to Alpine Fiduciary Services, Inc., as
Depositary;
5. Amended Solicitation/Recommendation Statement on Schedule 14D-9;
and
6. Urgent Instructions.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS 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, as amended. 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
EX-99.(A)(5)(A)
7
a76436daex99-a5a.txt
EXHIBIT 99.(A)(5)(A)
EXHIBIT (a)(5)(A)
FOR IMMEDIATE RELEASE
October 31, 2001
ARV Assisted Living, Inc. Amends Tender Offer for American Retirement Villas
Properties III, L.P.
COSTA MESA, CA., October 31, 2001. ARV Assisted Living, Inc. (AMEX:SRS) the
Managing General Partner of American Retirement Villas Properties III, L.P.,
today announced an amendment to the cash tender offer that it commenced through
a wholly-owned limited partnership, ARVP Acquisition, L.P., on October 18, 2001.
The amendment to the tender offer increases both the total number of units
that will be purchased and the purchase price per unit. ARVP is now offering to
purchase all of the limited partnership units for a net cash purchase price of
$400 per unit. The Offer, which began October 18, 2001, will expire at 12:00
midnight (Eastern Time) on Thursday, November 15, 2001. The Offer, as amended,
is conditioned upon, among other things, there being validly tendered and not
withdrawn a number of units that will constitute at least 30% of the outstanding
units in ARVP III.
Founded in 1980, ARV is one of the largest operators of assisted living
communities in the nation, currently operating 57 communities containing
approximately 6,800 units in ten states.
THIS NEWS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY. IT DOES NOT
CONSTITUTE A SOLICITATION/RECOMMENDATION STATEMENT WITH RESPECT TO THE TENDER
OFFER FOR ARVP III'S LIMITED PARTNERSHIP UNITS. ARVP III'S UNITHOLDERS WILL BE
ABLE TO OBTAIN ARVP III'S SOLICITATION/RECOMMENDATION STATEMENT FOR FREE WHEN IT
BECOMES AVAILABLE AT THE SEC'S WEB SITE AT WWW.SEC.GOV. ARV HAS URGED THE ARVP
III UNITHOLDERS TO CAREFULLY REVIEW ANY SUCH SOLICITATION/RECOMMENDATION
STATEMENT PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO THE TENDER OFFER
PROPOSAL.
Contact:
ARV Assisted Living Inc.
Abdo H. Khoury, President and
Chief Financial Officer
714/751-7400
EX-99.(A)(5)(B)
8
a76436daex99-a5b.txt
EXHIBIT 99.(A)(5)(B)
EXHIBIT(a)(5)(B)
[ARV LOGO]
October 31, 2001
American Retirement Villas Properties III, L.P. Limited Partners
RE: INCREASED OFFER TO PURCHASE ALL LIMITED PARTNERSHIP UNITS FOR $400 IN
CASH PER UNIT
Dear Limited Partner:
We are pleased to inform you that we are amending our Offer to provide you
with additional options and benefits. First, we have increased our tender offer
price TO $400 PER UNIT (AN INCREASE OF $40 PER UNIT, OR 11%, OVER OUR ORIGINAL
OFFER). Second, we have broadened our offer to purchase units tendered from the
previous maximum of 10,000 units to ALL UNITS TENDERED. Our offer allows you the
opportunity to LIQUIDATE YOUR ENTIRE INVESTMENT and END YOUR TAX FILING
RESPONSIBILITIES resulting from annual Schedule K-1's. YOU WILL RECEIVE YOUR
$400 PER UNIT PAYMENT IMMEDIATELY AFTER THE OFFER EXPIRES.
Prior to tendering your units, you should carefully review the information
we have provided to you and consult with your professional advisors. Please
understand that THERE ARE RISKS INVOLVED, WHETHER OR NOT YOU TENDER YOUR UNITS.
You must evaluate these risks, which we have attempted to clearly and thoroughly
outline for you in our original Offer to Purchase and the enclosed materials,
and make the decision which YOU BELIEVE IS IN YOUR BEST INTERESTS. IF YOU ELECT
TO TENDER YOUR UNITS, YOU SHOULD ACT PROMPTLY AS OUR OFFER TO PURCHASE YOUR
UNITS EXPIRES AT 12:00 MIDNIGHT, EASTERN TIME, ON NOVEMBER 15, 2001.
As you may know, C3 Capital has terminated their previous tender offer at
$300 per unit. Their affiliate, Vintage Senior Housing, LLC ("Vintage"), has
conditionally offered to buy the Partnership's real estate and other assets.
Although their conditional offer, if consummated, could eventually result in
liquidating distributions to you that Vintage estimates at $428 per Unit, IT IS
SUBJECT TO SIGNIFICANT DUE DILIGENCE AND FINANCING CONTINGENCIES. THESE
CONTINGENCIES AND UNCERTAINTIES WOULD, IN OUR JUDGMENT, MAKE IT DOUBTFUL AS TO
WHETHER A TRANSACTION WITH VINTAGE WOULD CLOSE AND, EVEN IF IT WERE TO CLOSE,
MAKE IT UNLIKELY THAT LIQUIDATING DISTRIBUTIONS TO YOU WOULD COMMENCE BEFORE THE
SECOND QUARTER OF 2002. Furthermore, on October 22, 2001, we were notified by
the Arizona Department of Health Services, Assurance and Licensure Services that
the Partnership's Chandler Villas community must add fire protection sprinklers
throughout the residents' units. Our estimate of the cost of adding sprinklers
to this community is approximately $600,000. Our $400 per unit Offer gives
consideration to this cost; the Vintage proposal does not, as it was just
recently provided this information. It is possible that this information or
other information that Vintage might obtain through due diligence would cause it
to renegotiate its original purchase offer. For your consideration and
evaluation, we have enclosed Vintage's conditional offer letter to us and our
response to them. PLEASE NOTE THAT VINTAGE IS NOT OFFERING TO BUY YOUR UNITS.
If you have already tendered your units, and wish to have them all
purchased at $400 per unit, YOU DO NOT NEED TO DO ANYTHING MORE. If you have not
tendered your units and wish to do so now, enclosed is a new Letter of
Transmittal TO BE USED IN TENDERING YOUR UNITS. PLEASE USE THE BLUE LETTER OF
TRANSMITTAL AND WHITE ENVELOPE.
IF YOU BELIEVE SELLING ALL OR ANY PART OF YOUR UNITS AT $400 PER UNIT IS IN
YOUR BEST INTEREST AND YOU HAVE NOT ALREADY TENDERED TO US, YOU MUST COMPLETE
THE BLUE TRANSMITTAL FORM AND FORWARD IT IN THE WHITE STAMPED AND SELF-ADDRESSED
ENVELOPE BY NOVEMBER 15, 2001. If the holders of at least 30% of the outstanding
Units accept our offer, YOU WILL RECEIVE YOUR $400 PER UNIT PAYMENT IMMEDIATELY
AFTER THE
Letter to Limited Partners
October 31, 2001
Page 2
OFFER EXPIRES. IF YOU SELL ALL YOUR UNITS, YOU WILL HAVE NO FURTHER TAX FILING
RESPONSIBILITIES RELATIVE TO THE PARTNERSHIP FOR CALENDAR 2002 OR FUTURE YEARS.
Enclosed is an Amendment and Supplement to our Offer to Purchase, as well
as an Amendment to the Schedule 14D-9 that was previously sent to you. IN LIGHT
OF OUR CONFLICTS OF INTEREST IN THIS MATTER, WE ARE NOT MAKING ANY
RECOMMENDATION AS TO WHETHER OR NOT YOU SHOULD TENDER YOUR UNITS. PLEASE GIVE
THESE MATERIALS YOUR IMMEDIATE AND CAREFUL ATTENTION.
IF YOU HAVE ANY QUESTIONS, PLEASE CALL THE INFORMATION AGENT AT (800)
223-2064 OR MS. CONNIE LESTER AT (714) 435-4338.
Sincerely,
ARV ASSISTED LIVING, INC.
/s/ DOUGLAS M. PASQUALE
Douglas M. Pasquale
Chairman and Chief Executive Officer
Attachments
EX-99.(A)(5)(C)
9
a76436daex99-a5c.txt
EXHIBIT 99.(A)(5)(C)
EXHIBIT(a)(5)(C)
[ARV LOGO]
URGENT
1. To sell your limited partnership units ("Units") to us in our $400 per
Unit Offer to Purchase you must sign the BLUE Amended Letter of Transmittal and
complete the attached Substitute Form W-9. RETURN THE COMPLETED BLUE LETTER OF
TRANSMITTAL AS SOON AS POSSIBLE AND NOT LATER THAN NOVEMBER 15, 2001. You may
return it by:
- faxing it to Alpine Fiduciary Services, Inc. to (201) 460-2889; or
- mailing it in the accompanying WHITE envelope.
2. IF YOU HAVE ALREADY TENDERED YOUR UNITS TO US IN RESPONSE TO OUR
ORIGINAL OFFER TO PURCHASE DATED OCTOBER 18, 2001, YOU DO NOT NEED TO TAKE ANY
FURTHER ACTION AT THIS TIME.
3. If you have already tendered your Units to C3 Capital, your tender is
no longer effective due to C3 Capital's withdrawal on October 24, 2001 and you
may tender to us, if you wish, by following the instructions above.
4. Call Georgeson Shareholder Communications Inc. toll-free at (800)
223-2064, if you have any questions.