-----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, V4G1rS0+xKexhd/d6mYL+67ONxlT7ZRflk4p/TKpGUXxiEBM/uz2wDtUmarKc+Js Y3ydFy/8xI3ovGwD0twh2g== 0000892569-98-000455.txt : 19980220 0000892569-98-000455.hdr.sgml : 19980220 ACCESSION NUMBER: 0000892569-98-000455 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980128 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980219 SROS: NASD FILER: 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: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13575 FILM NUMBER: 98545433 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 8-K 1 FORM 8-K FOR THE REPORT DATE OF JANUARY 28, 1998 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 28, 1998 Commission file number 0-26980 ARV ASSISTED LIVING, INC. (Exact name of Registrant as specified in its charter) CALIFORNIA 33-0160968 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 245 FISCHER AVENUE, D-1 COSTA MESA, CA 92626 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (714) 751-7400 2 ITEM 5. OTHER EVENTS At the Annual Meeting of Shareholders of ARV Assisted Living, Inc. (the "Company") held on January 28, 1998, the shareholders of the Company approved, among other things, the re-election of the Company's existing Board of Directors and a proposal to reincorporate the Company under the laws of Delaware. A copy of the Final Report of the Inspectors of Election relating to the Annual Meeting is attached hereto as Exhibit 99.1. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS (a) Exhibits Number Exhibit ------ ------- 99.1 Final report of the Inspectors of Election 99.2 Press release dated February 5, 1998 2 3 Pursuant to the requirement of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ARV Assisted Living, Inc. By: /s/ SHEILA M. MULDOON ------------------------- Sheila M. Muldoon Vice President, General Counsel and Secretary (Duly authorized officer) Date: February 19, 1998 3 4 EXHIBIT INDEX ------------- Number Exhibit - ------ ------- 99.1 Final report of the Inspectors of Election 99.2 Press release dated February 5, 1998 EX-99.1 2 FINAL REPORT OF INSPECTORS OF ELECTIONS 1 EXHIBIT 99.1 ARV ASSISTED LIVING, INC. ANNUAL MEETING OF SHAREHOLDERS JANUARY 28, 1998 FINAL REPORT OF INSPECTORS OF ELECTION WE, THE SUBSCRIBERS, INSPECTORS OF ELECTION, DO HEREBY CERTIFY: 1. We were duly appointed to act as Inspectors of Election at the Annual Meeting of Shareholders of ARV Assisted Living, Inc. (the "Company"), held at the Airport Hilton, 18800 MacArthur Blvd., Irvine, California on Wednesday, January 28, 1998, at 9:00 a.m. 2. At the close of business on December 18, 1997, the record date for the determination of shareholders entitled to vote at the Meeting, there were outstanding and entitled to vote 15,848,498 shares of Common Stock, each such share being entitled to one vote. 3. The holders of a total of 12,792,787 shares of the Company's Common Stock entitled to vote were present in person or represented by proxy at the Meeting or 80.71 percent of the total shares issued and outstanding and entitled to vote at the Meeting, constituting a quorum. 4. At the Meeting, the votes cast for, against and abstaining from voting with respect to the reincorporation of the Company as a Delaware corporation were as follows: FOR AGAINST ABSTAIN --- ------- ------- 12,099,703 600,774 92,260 5. At the Meeting, the votes cast for, against and abstaining from voting with respect to the Restated Articles of Incorporation of the Company to, among other things, increase the maximum number of authorized directors from nine to ten were as follows: FOR AGAINST ABSTAIN --- ------- --------- 10,676,668 541,881 1,574,238 6. The following named persons received the following votes cast for and withheld with respect to the Election of Directors: FOR WITHHELD ---------- -------- John A. Booty 10,508,592 351,448 Robert P. Freeman 10,507,782 352,258 Howard G. Phanstiel 10,508,307 351,733 R. Bruce Andrews 10,507,960 352,080 David P. Collins 10,507,919 352,121 Kenneth M. Jacobs 10,507,782 352,258 Maurice J. Dewald 10,507,960 352,080 Murry N. Gunty 10,507,058 352,982 John J. Rydzewski 10,507,058 352,982 Martin Roffe 1,920,045 18,535 Jason Geisenger 1,920,545 18,035 Richard Sontgerath 1,920,045 18,535 Stanley Baty 1,920,545 18,035 Charles Uhlman 1,920,045 18,535 Thilo Best 1,920,545 18,035 Patrick Duff 1,920,045 18,535 Al Edmiston 1,920,545 18,035 Frank Ruffo 1,920,545 18,035 Jonathan Teague 1,920,545 18,035 Jim Keller 1,920,545 18,035 Bill Shorten 1,920,545 18,035 Suzette McCanless 1,920,545 18,035 Gary Becker 1,920,545 18,035 Russ Kubik 1,920,045 18,535 We have made this Final Report and have hereunto set out hands this 4th day of February, 1998. CT CORPORATION SYSTEM /s/ LAWRENCE H. BLOOM ----------------------------- Lawrence H. Bloom /s/ CREIGHTON D. DUNLOP ----------------------------- Creighton D. Dunlop EX-99.2 3 BOARD OF DIRECTORS MEETING 1 EXHIBIT 99.2 ARV Assisted Living Directors Elected By A Margin of 5-to-1; Emeritus Withdraws Conditional Tender Offer And Cancels Special Shareholder Meeting Thursday, February 5, 1998 08:21 AM COSTA MESA, Calif.--(BW HealthWire)--Feb. 5, 1998--After receiving final certified results of voting from the Independent Inspectors of Election, ARV Assisted Living, Inc. (Amex:SRS) today announced that its shareholders voted in favor of ARV's Board of Directors by a margin exceeding 5-to-1. The Company also announced that it has received notification from Emeritus withdrawing its request for a Special Meeting of ARV shareholders. As a result, the Special Meeting scheduled for Friday, February 6, 1998, is now cancelled. According to the Inspectors of Election, shareholders voted more than 10.5 million shares, which represents approximately 85% of the approximately 12.4 million shares voted, in favor of the ARV directors. In addition, the proposal seeking approval for reincorporating as a Delaware corporation and a proposal with respect to the Restated Articles of Incorporation of the company to, among other things, increase the maximum number of authorized directors from nine to ten were approved. "I wish to thank our individual shareholders as well as the institutions who supported ARV's nominees," said Howard G. Phanstiel, the company's Chairman and Chief Executive Officer. "During the last three months, the proxy contest and tender offer were distractions for management and the Board. Now we can direct our attention to implementing our strategic plan, including potential new acquisitions, strategic alliances and repositioning of business lines to complement our core business as a provider of high-quality assisted living. Our energy is now totally focused on going forward and enhancing shareholder value. ARV Assisted Living, Inc. was founded in 1980. The company is one of the nation's leading providers of assisted living. ARV operates 49 communities containing about 6,300 units in 10 states. It has five communities containing 633 units under construction in Florida, Massachusetts and Nevada. CONTACT: ARV Assisted Living Mitch Gellman Director of Investor Relations 714/435-4322 E-Mail: investor.relations@arvi.com -----END PRIVACY-ENHANCED MESSAGE-----