-----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, CEVLY5eeybq1oQsmLNBXD8E7dAmiG/Yu9vxDMRTESYCr+TklzjfRTDR/BN0eiljc cMgpspMl+4kBYgcxemMhpw== 0000892569-98-001598.txt : 19980520 0000892569-98-001598.hdr.sgml : 19980520 ACCESSION NUMBER: 0000892569-98-001598 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980501 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980519 SROS: AMEX 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: 000-26980 FILM NUMBER: 98627989 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 DATED MAY 1, 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): May 1, 1998 ARV ASSISTED LIVING, INC. (Exact name of Registrant as specified in charter) DELAWARE 33-0160968 (State or other jurisdiction of 000-26980 (I.R.S. Employer incorporation) (Commission File Number) Identification Number)
245 FISCHER AVENUE SUITE D-1 COSTA MESA, CALIFORNIA 92626 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (714) 751-7400 None (Former name or former address, if changed since last report) 2 ITEM 5: OTHER EVENTS On January 28, 1998, the shareholders of ARV Assisted Living, Inc., a California corporation ("ARV California") and predecessor of ARV Assisted Living, Inc., a Delaware Corporation (the "Registrant"), approved a change of the Registrant's state of incorporation from the State of California to the State of Delaware. The reincorporation was effected by a merger of ARV California with and into Registrant on May 1, 1998. Registrant, a Delaware corporation, was organized solely for the purpose of effecting the reincorporation and is the surviving corporation in the merger. ITEM 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Exhibits NUMBER EXHIBIT ------ ------- 2.1 Agreement and Plan of Merger, dated as of March 4, 1998, by and between ARV Assisted Living, Inc. and ARV Delaware, Inc. (Incorporated by reference to Appendix A to the Definitive Proxy Statement for the ARV California 1997 Annual Meeting of the Shareholders filed with the Securities and Exchange Commission). 3.1 Certificate of Incorporation of ARV Delaware, Inc. (Incorporated by reference to Appendix B to the Definitive Proxy Statement for the ARV California 1997 Annual Meeting of the Shareholders filed with the Securities and Exchange Commission). 3.2 By-laws of ARV Delaware, Inc. (Incorporated by reference to Appendix C to the Definitive Proxy Statement for the ARV California 1997 Annual Meeting of the Shareholders filed with the Securities and Exchange Commission). 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DATE: May 18, 1998 ARV ASSISTED LIVING, INC. By: /s/ SHEILA M. MULDOON ----------------------------------- Sheila M. Muldoon Senior Vice President and General Counsel 4 EXHIBIT INDEX NUMBER EXHIBIT ------ ------- 2.1 Agreement and Plan of Merger, dated as of March 4, 1998, by and between ARV Assisted Living, Inc. and ARV Delaware, Inc. (Incorporated by reference to Appendix A to the Definitive Proxy Statement for the ARV California 1997 Annual Meeting of the Shareholders filed with the Securities and Exchange Commission). 3.1 Certificate of Incorporation of ARV Delaware, Inc. (Incorporated by reference to Appendix B to the Definitive Proxy Statement for the ARV California 1997 Annual Meeting of the Shareholders filed with the Securities and Exchange Commission). 3.2 By-laws of ARV Delaware, Inc. (Incorporated by reference to Appendix C to the Definitive Proxy Statement for the ARV California 1997 Annual Meeting of the Shareholders filed with the Securities and Exchange Commission). -----END PRIVACY-ENHANCED MESSAGE-----