SC 13E3/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Rule 14d – 100)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 7)

AMERICAN RETIREMENT VILLAS PROPERTIES III, L.P.

(Name of Subject Company (Issuer))

ARVP III ACQUISITION, L.P.
ARV ASSISTED LIVING, INC.
ATRIA SENIOR LIVING GROUP, INC.

(Name of Filing Person (Offeror))

LIMITED PARTNERSHIP UNITS

(Title of Class of Securities)

029317203
(CUSIP Number of Class of Securities)

John A. Moore
Chief Executive Officer
ARVP III Acquisition, L.P.
ARV Assisted Living, Inc.
Atria Senior Living Group, Inc.
501 South Fourth Avenue, Suite 140
Louisville, KY 40202
(502) 719-1600
(Name, address and telephone numbers of person authorized to
receive notice and communications on behalf of filing person)

With a copy to:
Lee Parks, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004
(212) 859-8000

CALCULATION OF FILING FEE

Transaction valuation*	Amount of filing fee**
$3,543,522.80	$449

* For purposes of calculating amount of filing fee only. This calculation assumes the purchase of 8,858.807 of the outstanding limited partnership units of American Retirement Villas Properties III, L.P. at a purchase price of $400 per unit.

** The amount of the filing fee calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals 0.012670% of the value of the transaction.

þ  Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount previously Paid: $253.70

Form or Registration No.: Schedule TO

Filing Party: Atria Senior Living Group, Inc., ARVP III Acquisition, L.P. and ARV Assisted Living, Inc.

Date Filed: January 21, 2004

o	Check the box if filing relates solely to preliminary communications made before the commencement of a tender offer.
	Check the appropriate boxes below to designate any transactions to which the statement relates:

x third-party tender offer subject to Rule 14d-1.

o issuer tender offer subject to Rule 13e-4.

x going-private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

SCHEDULE TO

     This Amendment No. 7 to Tender Offer Statement on Schedule TO (this “Amended Statement”) amends and supplements the Tender Offer Statement on Schedule TO (the “Initial Statement”) filed with the Securities and Exchange Commission (the “SEC”) on January 21, 2004, by ARVP III Acquisition, L.P., a California limited partnership (the “Purchaser”), Atria Senior Living Group, Inc. (“Atria”) and ARV Assisted Living, Inc., a Delaware corporation (“ARV,” and together with Atria and the Purchaser, the “Filing Persons”), as amended and supplemented by Amendment No. 1 to the Initial Statement on Schedule TO filed by the Filing Persons with the SEC on March 4, 2004, Amendment No. 2 to the Initial Statement on Schedule TO filed by the Filing Persons with the SEC on March 26, 2004, Amendment No. 3 to the Initial Statement on Schedule TO filed by the Filing Persons with the SEC on May 5, 2004, Amendment No. 4 to the Initial Statement on Schedule TO filed by the Filing Persons with the SEC on May 11, 2004, Amendment No. 5 to the Initial Statement on Schedule TO filed by the Filing Persons with the SEC on May 17, 2004 and Amendment No. 6 to the Initial Statement on Schedule TO filed by the Filing Persons with the SEC on June 4, 2004 (the “Amendments,” together with the Initial Statement, the “Statement”). ARV, which is wholly-owned by Atria, is the general partner of the Purchaser. This Amended Statement is being filed in connection with the Offer to Purchase and Consent Solicitation Statement filed with the SEC on March 26, 2004 by the Filing Persons (the “Offer to Purchase”). Because the Offer to Purchase is also serving as a consent solicitation statement by the Purchaser, it has also been filed as part of the proxy statement filed with the SEC on March 26, 2004 on Schedule 14A by the Filing Persons. This Amended Statement relates to the contemplated offer (the “Offer”) by the Purchaser for all of the outstanding limited partnership units (the “Units”) of American Retirement Villas Properties III, L.P., a California limited partnership. Because the transactions contemplated by the Offer to Purchase would be a Rule 13e-3 transaction, this Amended Statement is also being filed on the date hereof in compliance with that rule.

     In accordance with the rules of the SEC, the Filing Persons are amending and supplementing the Statement as set forth below. The information set forth in the Offer to Purchase (including all schedules and annexes thereto) is hereby incorporated by reference herein in answer to the items of this Amended Statement. All capitalized terms used herein shall have the meanings assigned to them in the Offer to Purchase, unless otherwise defined herein.

ITEMS 1, 4 and 11

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

     “The Offer expired at 11:59 p.m., Eastern time, on Friday, June 18, 2004. Based upon a preliminary count, as of 11:59 p.m., Eastern time, on Friday, June 18, 2004, approximately 4448.3 Units were validly tendered pursuant to the Offer and not withdrawn. Upon Purchaser’s acceptance of and payment for these Units, in accordance with the Offer, the Purchaser, together with its affiliates, will beneficially own approximately 76.3% of the total outstanding Units.

     “At 9 a.m., Eastern Time, on Monday June 21, 2004, Purchaser will commence a subsequent offering period for all remaining untendered Units. The subsequent offering period expires at 11:59 p.m., Eastern Time, on June 24, 2004. Purchaser will immediately accept all Units properly tendered, as they are tendered, during the subsequent offering period and will pay the tendering unitholders promptly after acceptance. The same price offered in the prior offering period of $400.00 per Unit will be paid during the subsequent offering period. The subsequent offer is on the same terms and subject to the same conditions set forth in the Offer, except that Units tendered during the subsequent offering period may not be withdrawn.”

     A copy of the press release issued by the Filing Persons on June 21, 2004 is filed herewith as Exhibit (a)(1)(N) and is incorporated herein by reference.

ITEM 12. Exhibits

(a)(1)(N) Press Release, dated June 21, 2004

2

SIGNATURE

     After due inquiry and to my best knowledge and belief, I certify that the information set forth in this Amended Statement is true, complete and correct.

ARV Assisted Living, Inc.
By:	/s/ Mark Jessee
	Name:   Mark Jessee
	Title:     Chief Financial Officer
ARVP III Acquisition, L.P. By:     ARV Assisted Living, Inc., its general partner
By:	/s/ Mark Jessee
	Name:   Mark Jessee
	Title:     Chief Financial Officer
Atria Senior Living Group, Inc.
By:	/s/ Mark Jessee
	Name:   Mark Jessee
	Title:     Chief Financial Officer

EXHIBIT INDEX

(a)(1)(N) Press Release, dated June 21, 2004

3

EX-99.(A)(1)(N)

                                                               Exhibit (a)(1)(N)


FOR IMMEDIATE RELEASE
Contact: Shari Eastwood
Telephone Number: (866) 275-3707



        ARVP III ACQUISITION, L.P. ANNOUNCES EXPIRATION OF ITS OFFER AND
                       CONSENT SOLICITATION FOR UNITS IN
                AMERICAN RETIREMENT VILLAS PROPERTIES III, L.P.



COSTA MESA, C.A. - (BUSINESS WIRE) - June 21, 2004 - ARVP III Acquisition, L.P.
(the "Purchaser") announced today that its offer to purchase all of the limited
partnership units (other than units owned by ARV Assisted Living, Inc. or its
affiliates) of American Retirement Villas Properties III, L.P., a California
limited partnership (the "Partnership"), and the related consent solicitation
expired, as scheduled, at 11:59 p.m. Eastern time, on June 18, 2004. The offer
and the related consent solicitation were made pursuant to the Purchaser's Offer
to Purchase and Consent Solicitation Statement, dated March 24, 2004 (the "Offer
to Purchase").

Based upon a preliminary count, as of 11:59 p.m., Eastern Time, on Friday, June
18, 2004, approximately 4448.3 Units, or approximately 50.2% of all outstanding
Units (other than units held by ARV Assisted Living, Inc. or its affiliates)
were tendered and not withdrawn and have been accepted for payment. Assuming the
Partnership's confirmation of this figure, upon payment for these Units in
accordance with the Offer to Purchase, the Purchaser, together with its
affiliates, will beneficially own approximately 76.3% of all outstanding Units.
Payment for Units validly tendered, not withdrawn and accepted for payment will
be made promptly.

At 9 a.m., Eastern Time, on Monday June 21, 2004, Purchaser will commence a
subsequent offering period for all remaining untendered Units. The subsequent
offering period expires at 11:59 p.m., Eastern Time, on June 24, 2004. Purchaser
will immediately accept all Units properly tendered, as they are tendered,
during the subsequent offering period and will pay the tendering unitholders
promptly after acceptance. The same price offered in the prior offering period
of $400.00 per Unit will be paid during the subsequent offering period. The
subsequent offer is on the same terms and subject to the same conditions set
forth in the Offer, except that Units tendered during the subsequent offering
period may not be withdrawn. The Purchaser will continue to seek to consummate
the merger pursuant to the terms and conditions described in the Offer to
Purchase.

The Offer to Purchase, subject to approval of the terms and conditions of the
transactions by the California Corporations Commissioner in a fairness hearing
scheduled to be held on June 24, 2004, allows the Purchaser to effect a merger
pursuant to which each unit (other than units held by ARV Assisted Living, Inc.
or its affiliates) not validly tendered in the offer or withdrawn will be
converted into the right to receive $400, as more fully described in the Offer
to Purchase. ARV Assisted Living, Inc., the general partner of the Partnership,
directly or indirectly wholly-owns the Purchaser, and is a wholly-owned
subsidiary of Atria Senior Living Group, Inc. ARV Assisted Living, Inc. also
owns approximately 76.3% of the limited partnership units of the Partnership.

Unitholders who have any questions about the Purchaser's offer and/or consent
solicitation, need help or would like additional copies of the Offer to
Purchase, the Agreement of Assignment and Transfer, the Consent Form or any
other documents disseminated to unitholders should contact American Retirement
Villas Properties III, L.P., c/o ACS Securities Services, Inc., 3988 N. Central
Expressway, Building 5, 6th Floor, Dallas, Texas 75204 (Tel. (866) 275-3707).

THE PURCHASER STRONGLY ADVISES ALL PARTNERSHIP UNITHOLDERS TO READ THE OFFER TO
PURCHASE, THE AGREEMENT OF ASSIGNMENT AND TRANSFER AND THE CONSENT FORM THAT THE
PURCHASER MAILED TO ALL UNITHOLDERS, AS WELL AS ITS SCHEDULE TO AND SCHEDULE
14A, WITH EXHIBITS AND THEIR AMENDMENTS, THAT HAVE BEEN FILED WITH THE SEC.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO
PURCHASE ANY UNITS, THE SOLICITATION OF AN OFFER TO SELL ANY UNITS, THE
SOLICITATION OF THE CONSENT OF ANY LIMITED PARTNER OR A RECOMMENDATION TO ANY
UNITHOLDER TO TAKE ANY ACTION WITH RESPECT TO ANY OFFER. THE SOLICITATION AND
OFFER TO BUY UNITS OF THE PARTNERSHIP AND THE SOLICITATION OF UNITHOLDER
CONSENTS ARE BEING MADE PURSUANT TO THE OFFER TO PURCHASE, THE AGREEMENT OF
ASSIGNMENT AND TRANSFER, THE CONSENT FORM AND RELATED MATERIALS THAT THE
PURCHASER HAS SENT TO UNITHOLDERS AND FILED WITH THE SEC. THE PURCHASER STRONGLY
ADVISES ALL UNITHOLDERS TO READ SUCH MATERIALS CAREFULLY BECAUSE THEY CONTAIN
IMPORTANT INFORMATION, INCLUDING RISK FACTORS AND THE TERMS AND CONDITIONS OF
THE OFFER AND THE CONSENT SOLICITATION. UNITHOLDERS MAY OBTAIN COPIES OF THESE
MATERIALS FOR FREE FROM THE SEC'S WEBSITE AT WWW.SEC.GOV OR FROM THE INFORMATION
AGENT, ACS SECURITIES SERVICES, INC., AT (866) 275-3707 (TOLL-FREE). INFORMATION
RELATING TO THE PARTICIPANTS IN THE OFFER AND CONSENT SOLICITATION IS CONTAINED
IN THE OFFER TO PURCHASE.

Certain statements in this press release may constitute forward-looking
statements. Forward-looking statements are not guarantees of future performance
or actions and involve risks and uncertainties and other factors that may cause
actual results or actions to differ materially from those anticipated at the
time the forward-looking statements are made. Subject to Rules 13e-3(d)(2),
13e-3(f)(i)(iii) and 13d-3(b) of the Exchange Act, neither the Purchaser nor any
of its affiliates undertakes any obligation to publicly update or revise any
forward-looking statement, whether as a result of new information, future events
or otherwise.