-----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, CrcQFYB3P1U4Q3EAx6LuSVhBHIIP/U2wGMkIpB98SYmdNTRrGFJARZUO6pxz0zBJ 6jDkcox0+WlsaVRlidH7oQ== 0001209191-04-035366.txt : 20040709 0001209191-04-035366.hdr.sgml : 20040709 20040709083819 ACCESSION NUMBER: 0001209191-04-035366 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040709 FILED AS OF DATE: 20040709 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ARV ASSISTED LIVING INC CENTRAL INDEX KEY: 0000949322 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-NURSING & PERSONAL CARE FACILITIES [8050] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 033-30084 FILM NUMBER: 04907069 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 4 1 a00166arv.xml MAIN DOCUMENT DESCRIPTION X0202 4 2004-07-09 0000853274 AMERICAN RETIREMENT VILLAS PROPERTIES III LTD PARTNERSHIP N/A 0000949322 ARV ASSISTED LIVING INC 245 FISCHER AVENUE COSTA MESA, CA 92626 1 0 1 0 Managing General Partner Limited Partnership Units 2004-06-24 4 P 0 4444.393 400.00 A 18666.480 I By ARVP III Acquitsition LLC See Exhibit 99. The Reporting Person received notice on July 7, 2004 of the filing of a certificate of merger giving effect as of June 24, 2004 to its acquisition of the sercurities reported in item 4 of Table I, as further discussed in Exhibit 99 hereto. By ARVP III Acquisition LLC, a Delaware limited liability company and wholly owned subsidiary of ARV Assisted Living, Inc. /s/ MARK JESSEE 2004-07-09 EX-99 2 a00166exhibit99.htm ADDITIONAL EXHIBITS

EXHIBIT 99

     
Name and Address of Reporting Person:
  ARV Assisted Living, Inc.
   245 Fischer Avenue
   Costa Mesa, CA 92626
    
Issuer Name and Ticker
or Trading Symbol:
 
American Retirement Villas Properties III, L.P.
 
    
Statement for Month/Day/Year:
  [07/09/2004]

Explanation of Responses:

     The transaction reported on this Form 4 occurred as part of a “going private” transaction of the Issuer, in which ARV Assisted Living, Inc., a Delaware corporation (“ARV”) increased its beneficial ownership in the Issuer from approximately 76.2% to 100%. This transaction was effected pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 24, 2004, by and between the Issuer and ARVP III Acquisition, L.P., a California limited partnership (“Purchaser”), and approved by the board of directors of ARV Assisted Living, Inc., a Delaware corporation (“ARV”).

     The merger became effective on July [09], 2004 pursuant to a Certificate of Merger filed with the Secretary of State of California, at which time (the “Effective Time”) Purchaser was merged with and into the Issuer, with the Issuer as the surviving corporation.

     Immediately prior to the Effective Time, there were 18,666.480 units of limited partnership of the Issuer (“Units”) issued and outstanding. Immediately prior to the Effective Time, ARV and its subsidiaries held 14,222.087 Units, representing approximately 76.2% of the outstanding Units.

     At the Effective Time, (i) each Unit issued and outstanding immediately prior to the Effective Time (other than any Units held (1) by Purchaser, (2) ARV and its subsidiaries, and (3) in the treasury of the Issuer or by any wholly owned subsidiary of the Issuer), was automatically converted into and become the right to receive pursuant to the Merger Agreement $400.00 in cash per Unit, without interest thereon (the “LP Merger Consideration”), and (ii) each special limited partnership interest (“SPL Interest”) issued and outstanding immediately prior to the Effective Time was automatically converted into and became the right to receive pursuant to the Merger Agreement $14,933.00 in cash per SPL Interest, without interest thereon (the “SPL Merger Consideration” and, together with the LP Merger Consideration, the “Merger Consideration”).

     At the Effective Time, (i) the Units held (1) in the treasury of the Issuer, (2) by any wholly owned subsidiary of the Issuer, and (3) by the Purchaser, were cancelled and retired and no payment was made with respect thereto, (ii) each Unit held by ARV and its subsidiaries issued and outstanding immediately prior to the Effective Time remains issued and outstanding and continues to represent a Limited Partner interest in Issuer and no payment of Merger Consideration was made in respect of such Units held by ARV and its subsidiaries, and (iii) the limited partnership interest in Purchaser owned by ARVP III Acquisition LLC, a Delaware limited liability company and wholly owned subsidiary of ARV (“ARV LLC”), was automatically converted into and became one fully paid and non-assessable Unit of Issuer representing a Limited Partner interest in Issuer.

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