SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
AMERICAN RETIREMENT VILLAS PROPERTIES III, L.P.
(Name of Subject Company (Issuer))
C3 CAPITAL, LLC
(Name of Filing Person (Offeror))
LIMITED
PARTNERSHIP INTERESTS
(Title of Class of Securities)
029317203
(CUSIP Number of Underlying Class of Securities)
| copies to: | ||
| Graham P. Espley-Jones | Peter J. Tennyson | |
| 359 San Miguel Drive | Paul, Hastings, Janofsky & Walker LLP | |
| Suite 300 | 695 Town Center Drive, 17th Floor | |
| Newport Beach, CA 92660 | Costa Mesa, California 92626-1924 | |
| Telephone: (866) 719-4093 | Tel: (714) 668-6200 | |
| Fax: (714) 979-1921 |
(Name,
address and telephone number of person authorized to receive notices
and communications on behalf of filing person)
| Transaction Valuation* |
|
Amount of Filing Fee |
||
|---|---|---|---|---|
| $3,000,000 | $600 | |||
* The amount assumes the purchase of 10,000 units representing limited partnership interests at a price per share of $300 in cash.
[X] Check 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: | $600 | |
| Form or Registration No.: | 005-62039 | |
| Filing Party: | C3 Capital, LLC | |
| Date Filed: | October 4, 2001 |
[ ] Check the box if the 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:
[X] third party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] 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. [X]
This Amendment No. 1 to Tender Offer Statement on Schedule TO (this "Final Amendment") amends and supplements the Tender Offer Statement on Schedule TO (the "Tender Offer Statement") filed by C3 Capital, LLC, a California limited liability company, ("C3 Capital") relating to the offer (the "Offer") by C3 Capital to purchase up to 10,000 units representing limited partnership interests (the "Units") in American Retirement Villas Properties III, L.P. for a net cash price of $300 per unit upon the terms and subject to the conditions set forth in the Offer to Purchase for Cash dated October 4, 2001 and in the related Offer to Sell for Cash, copies of which are annexed to and filed with the Tender Offer Statement as Exhibits (a)(1)(A) and (a)(1)(B), respectively.
On October 24, 2001, C3 Capital issued a press release to announce that it was withdrawing its offer to acquire the Units. C3 Capital hereby terminates the Offer according to its terms. Based on a final report from the depositary, as of October 23, 2001, 21.5 Units had been tendered in the Offer and not withdrawn. C3 Capital will not purchase any of the tendered Units and has instructed the depositary to return all Units tendered in the Offer to the tendering unitholders in accordance with the depositary's procedures.
The information set forth in the exhibits identified in Item 12 and attached hereto is incorporated herein by reference with respect to Items 1, 4, 6 and 11.
ITEM 12 EXHIBITS
Item 12 of the Tender Offer Statement is supplemented by adding the following information thereto:
2
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.
| C3 Capital, LLC | |
/s/ GRAHAM P. ESPLEY-JONES Graham P. Espley-Jones Manager |
Date: October 24, 2001
3
| Exhibit Number |
Description |
|
|---|---|---|
99.(a)(1)(E) |
Text of press release issued by C3 Capital dated October 24, 2001 |
|
99.(a)(1)(F) |
Form of Letter to Limited Partners Regarding Offer to Purchase the Partnership Assets |
4
C3 CAPITAL, LLC
Exhibit 99.(a)(1)(E)
NEWS RELEASE
Contact: Graham P. Espley-Jones
(949) 719-1166
AFFILIATE OF C3 CAPITAL ANNOUNCES OFFER TO PURCHASE ASSETS OF
AMERICAN RETIREMENT VILLAS PROPERTIES III, L.P.;
TENDER OFFER BY C3 CAPITAL TERMINATED
NEWPORT BEACH -(BUSINESS WIRE)—(OCTOBER 24, 2001)—In response to the tender offer by an affiliate of ARV Assisted Living, Inc. (ARV) (AMEX: SRS) for units of the limited partnership interests of American Retirement Villas Properties III, L.P., C3 Capital, LLC (C3 Capital) announced today that its affiliate, Vintage Senior Housing, LLC made an offer to purchase all of the partnership assets of American Retirement Villas Properties III, L.P., including its two retirement facilities in Chandler, Arizona and Camarillo, California for $19.5 Million. If accepted, this offer could result in an aggregate distribution to the limited partners of approximately $428 per unit.
C3 Capital also announced today it has elected to terminate its tender offer for up to 10,000 units representing limited partnership interests in American Retirement Villas Properties III, L.P. Any units tendered will be returned to unit holders.
Gary L. Davidson, Chairman of C3 Capital, said, "After evaluating the tender offer recently launched by an affiliate of ARV for $360 per unit, our interests and the interests of limited partners will be better served if Vintage Senior Housing, LLC purchased the partnership assets resulting in a potential estimated distribution to limited partners of $428 per unit. This amount represents a $68 per unit or approximately a 19% premium over the ARV tender offer of $360 per unit. It also represents a $45 per unit or approximately a 12% premium over ARV's determination of the partnership's liquidation value of $383 per unit. This is an opportunity for limited partners to receive a liquidating distribution from the partnership."
About C3 Capital, LLC.
C3 Capital, LLC is a company founded by persons formerly affiliated with ARV Assisted Living, Inc., the managing general partner of American Retirement Villas Properties III, L.P. Gary L. Davidson was formerly a general partner and is now a special limited partner of American Retirement Villas Properties III, L.P. Neither Gary L. Davidson nor C3 Capital, LLC or its affiliates are currently affiliated with ARV Assisted Living, Inc. More information regarding C3 Capital and its affiliates is available in C3 Capital's tender offer statement sent to holders of limited partnership units of American Retirement Villas Properties III, L.P. on October 4, 2001.
This news release is for informational purposes only. In the event there is submitted to unit holders of the partnership any matter requiring their vote, proxy or consent, unit holders should read the proxy or consent solicitation statement when it is available because it contains important information. Copies of any proxy or consent statement sent in the future from C3 Capital or its affiliates will be available for free from C3 Capital and will be available on the Securities and Exchange Commission's web site at www.sec.gov.
Exhibit 99.(a)(1)(F)
C3 CAPITAL, LLC
October 24, 2001
Dear American Retirement Villas Properties III Limited Partner:
Do not sell your partnership units for $360 per unit before reading this letter as we believe you could receive approximately $428 per unit!
Recently, you received two sets of offering materials concerning the potential sale of your partnership units ("Units") in American Retirement Villas Properties III, L.P. (the "Partnership"). On October 4, 2001, C3 Capital, LLC made an offer to purchase your Units for $300 each. On October 18, 2001, ARVP Acquisitions, L.P., a wholly-owned subsidiary of ARV Assisted Living, Inc. ("ARV") made an offer to purchase your Units for $360 per unit.
After evaluating the information provided to us for the first time in ARV's offer to purchase, including appraisals of the Partnership assets and ARV's estimate of value, our affiliate, Vintage Senior Housing, LLC ("Vintage") made an offer on October 23, 2001 to purchase the Partnership assets for $19.5 Million. This offer is $300,000 more than ARV valued the Partnership assets in its offering documents. We believe this is a fair offer and an excellent opportunity for the Partnership.
Should ARV accept the Vintage offer, we estimate you would receive a dividend of approximately $428 per unit. Please see the liquidation analysis on the reverse side of this letter which provides our calculations of this estimated dividend. This amount far exceeds ARV's offer and represents a $68 per unit or approximately a 19% premium over their tender offer of $360 per unit. If accepted, the proposed transaction is contingent upon, among other things, the approval of the majority in interest of the unit holders of limited partnership interests of the Partnership.
As a result of the Vintage offer to purchase the remaining Partnership assets, we are withdrawing our offer to purchase limited partnership units previously sent to you.
It is important to remind limited partners that Vintage purchased Bradford Square, a 92 unit assisted living community in Placentia, California, from the Partnership in December 2000 for $8.1 Million. The Bradford Square acquisition by Vintage resulted in a dividend to limited partners of $4.0 Million or $214 per unit in the first quarter of 2001.
Once again, we urge you not to accept the offer to purchase from ARVP Acquisitions, L.P. of $360 per unit as the offer from Vintage to purchase the remaining Partnership assets should result in dividends to you of approximately $428 per unit. If you have already tendered your units to ARVP Acquisitions, L.P., you may withdraw your tender by faxing a withdrawal notice to Alpine Fiduciary Services, Inc. Their fax number is (201) 460-2889. Please refer to the offer to purchase of ARVP Acquisition, L.P. for the information required to be included in your withdrawal notice. If you want to encourage ARV to accept Vintage's offer, you can call ARV at (714) 751-7400.
More information regarding C3 Capital and its affiliates is available in C3 Capital's tender offer statement sent to holders of limited partnership units of American Retirement Villas Properties III, L.P. on October 4, 2001. In the event there is submitted to unit holders of the partnership any matter requiring their vote, proxy or consent, unit holders should read the proxy or consent solicitation statement when it is available because it contains important information. Copies of any proxy or consent statement sent in the future from C3 Capital or its affiliates will be available for free from C3 Capital and will be available on the Securities and Exchange Commission's web site at www.sec.gov.
Sincerely,
Gary
L. Davidson
Chairman
AMERICAN RETIREMENT VILLAS PROPERTIES III, LP
LIQUIDATION ANALYSIS
| Vintage Senior Housing Offer for Real Estate and Claremont Note (a) | $ | 19,500,000 | |||
Less: |
|||||
| Selling Costs of 3.5% (b) | (682,500 | ) | |||
| Prepayment Penalties (c) | — | ||||
| Mortgages (d) | (13,770,000 | ) | |||
| Net Proceeds from Real Estate and Claremont Note | $ | 5,047,500 | |||
Net Working Capital |
|||||
| Cash Net of Liabilities (d) | 2,170,000 | ||||
| Impounds (d) | 785,000 | ||||
| Other (d) | 75,000 | ||||
| $ | 3,030,000 | ||||
| American Retirement Villas Properties III, LP Net Liquidation Value | $ | 8,077,500 | |||
| Less General Partner and Special Limited Partners Distribution (1%) | $ | (80,775 | ) | ||
| Estimated Unit Holder Liquidating Distribution | $ | 7,996,725 | |||
Number of Units |
18,666 |
||||
Estimated Liquidating Distribution Per Unit |
$ |
428.41 |
|||
| Estimated Percent Increase to Limited Partners based on Vintage Senior Housings Offer for Partnership Assets Compared to the offer made by ARVP Acquistions, L.P. | 19.00 | % | |||
NOTES