-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JcM+2sTpdSWDxXPJKfZ6ggJa0Ng7PiJpBmGpX5WPCGiT2TaesVX/YvmzEuqp8wW0 Z85p5XU9cnG/QknEOLvz9w== 0000950150-04-000605.txt : 20040628 0000950150-04-000605.hdr.sgml : 20040628 20040625175022 ACCESSION NUMBER: 0000950150-04-000605 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040628 GROUP MEMBERS: ARVP III ACQUISITION, L.P. 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 TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-62039 FILM NUMBER: 04882971 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: ARV ASSISTED LIVING INC CENTRAL INDEX KEY: 0000949322 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-NURSING & PERSONAL CARE FACILITIES [8050] IRS NUMBER: 330160968 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 245 FISCHER AVE STREET 2: SUITE D-1 CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 7147517400 MAIL ADDRESS: STREET 1: 245 FISCHER AVENUE STREET 2: SUITE D-1 CITY: COSTA MESA STATE: CA ZIP: 92626 SC TO-T/A 1 a98596t8sctovtza.htm SC TO-T/A ARV Properties III - SC TO-T/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. 8)

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. 8 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, Amendment No. 6 to the Initial Statement on Schedule TO filed by the Filing Persons with the SEC on June 4, 2004 and Amendment No. 7 to the Initial Statement on Schedule TO filed by the Filing Persons with the SEC on June 21, 2004 (the “Amendments,” together with the Initial Statement, the “Statement”). ARV, which is wholly-owned by Atria, is the general partner of the Purchaser. This Amended Statement is being filed in connection with the Offer to Purchase and Consent Solicitation Statement filed with the SEC on March 26, 2004 by the Filing Persons (the “Offer to Purchase”). Because the Offer to Purchase is also serving as a consent solicitation statement by the Purchaser, it has also been filed as part of the proxy statement filed with the SEC on March 26, 2004 on Schedule 14A by the Filing Persons. This Amended Statement relates to the offer (the “Offer”) by the Purchaser for all of the outstanding limited partnership units (the “Units”) of American Retirement Villas Properties 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 subsequent offering period expired at 11:59 p.m., Eastern time, on Thursday, June 24, 2004. Purchaser immediately accepted all Units properly tendered, as they were tendered, during the subsequent offering period and the tendering Unitholders will be promptly paid. As of 11:59 p.m., Eastern time, on Thursday, June 24, 2004, approximately 60.7 Units were validly tendered. Together with the 4353.714 Units previously acquired, in accordance with the Offer, the Purchaser, together with its affiliates, owns approximately 76.2% of the total outstanding Units.”

     A copy of the press release issued by the Filing Persons on June 28, 2004 is filed herewith as Exhibit (a)(1)(O) and is incorporated herein by reference.

ITEM 12. Exhibits

(a)(1)(O)   Press Release, dated June 28, 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)(O)   Press Release, dated June 28, 2004

3

EX-99.(A)(1)(O) 2 a98596t8exv99wxayx1yxoy.txt EXHIBIT 99.(A)(1)(O) Exhibit (a)(1)(O) FOR IMMEDIATE RELEASE Contact: Shari Eastwood Telephone Number: (866) 275-3707 ARVP III ACQUISITION, L.P. ANNOUNCES EXPIRATION OF ITS SUBSEQUENT OFFERING PERIOD FOR UNITS IN AMERICAN RETIREMENT VILLAS PROPERTIES III, L.P. AND APPROVAL OF MERGER BY CALIFORNIA CORPORATIONS COMMISSIONER COSTA MESA, C.A. - (BUSINESS WIRE) - June 28, 2004 - ARVP III Acquisition, L.P. (the "Purchaser") announced today that the subsequent offering period following the expiration of 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"), expired, as scheduled, at 11:59 p.m. Eastern time, on June 24, 2004. 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. The offer to purchase, together with the related consent solicitation, was made pursuant to the Purchaser's Offer to Purchase and Consent Solicitation Statement, dated March 24, 2004 (the "Offer to Purchase"). The same price offered in the prior offering period of $400.00 per Unit will be promptly paid for the Units tendered during the subsequent offering period. The subsequent offer was made on the same terms and was subject to the same conditions set forth in the Offer, except that Units tendered during the subsequent offering period could not be withdrawn. As of 11:59 p.m., Eastern Time, on Thursday, June 24, 2004, approximately 60.7 Units were tendered during the subsequent offering period. Purchaser immediately accepted all Units properly tendered, as they were tendered, during the subsequent offering period and the tendering unitholders will be promptly paid. Together with the 4353.714 Units previously acquired, in accordance with the Offer, the Purchaser, together with its affiliates, owns approximately 76.2% of the total outstanding Units. The terms and conditions of the merger of Purchaser with and into the Partnership described in the Offer to Purchase were approved and determined to be fair by the California Corporations Commissioner following a fairness hearing held on June 24, 2004. At the conclusion of the fairness hearing, the Commissioner issued a permit authorizing the merger. Pursuant to the terms and conditions of the merger which Purchaser and the Partnership intend to affect each Unit (other than units held by ARV Assisted Living, Inc. or its affiliates) not validly tendered in the offer or withdrawn or not validly tendered during the subsequent offering period will be converted into the right to receive $400 cash as more fully described in the Offer to Purchase. Purchaser has submitted a certificate of merger with the California Secretary of State. The merger will be consummated upon the filing and effectiveness of this certificate of merger. Purchaser expects the merger to close in July 2004. Following the closing of the merger, unitholders who have the right to receive $400 cash per Unit pursuant to the merger, will receive a letter of transmittal relating to the merger, and valid completion and return of the letter of transmittal is a condition for these unitholders to receive the merger consideration. Certain statements in this press release may constitute forward-looking statements. Forward-looking statements are not guarantees of future performance or actions and involve risks and uncertainties and other factors that may cause actual results or actions to differ materially from those anticipated at the time the forward-looking statements are made. Subject to Rules 13e-3(d)(2), 13e-3(f)(i)(iii) and 13d-3(b) of the Exchange Act, neither the Purchaser nor any of its affiliates undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. -----END PRIVACY-ENHANCED MESSAGE-----