-----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, PX2R8AAm0z9pnSC1BZEJ4V+Pb86+eHHbfVA0LfB+D7RHWJaFfuuSLa+LyiHDSOBJ F0e0a9bnNchYF1NSBHXWQg== 0000892569-96-002504.txt : 19961126 0000892569-96-002504.hdr.sgml : 19961126 ACCESSION NUMBER: 0000892569-96-002504 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19961125 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SENIOR INCOME FUND L P CENTRAL INDEX KEY: 0000805387 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 133392077 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47275 FILM NUMBER: 96671763 BUSINESS ADDRESS: STREET 1: 3 WORLD FINANCIAL CENTER 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10285 BUSINESS PHONE: 2125263237 MAIL ADDRESS: STREET 1: 3 WORLD FINANCIAL CENTER STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 102 FORMER COMPANY: FORMER CONFORMED NAME: SHEARSON LEHMAN SENIOR INCOME FUND LTD PARTNERSHIP DATE OF NAME CHANGE: 19920703 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: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 14D1/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 14D1/A 1 AMENDMENT NO. 1 TO SCHEDULE 14D-1 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) ------------------------ SENIOR INCOME FUND L.P. (NAME OF SUBJECT ISSUER) LAVRA, INC. ARV ASSISTED LIVING, INC. (BIDDERS) UNITS REPRESENTING ASSIGNMENTS OF LIMITED PARTNERSHIP INTERESTS (TITLE OF CLASS OF SECURITIES) 820930105 (CUSIP NUMBER OF CLASS OF SECURITIES) ------------------------ GARY L. DAVIDSON CHAIRMAN OF THE BOARD ARV ASSISTED LIVING, INC. 245 FISCHER AVENUE, D-1 COSTA MESA, CALIFORNIA 92626 (714) 751-7400 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS) ------------------------ COPY TO: PETER J. TENNYSON, ESQ. STEPHEN D. COOKE, ESQ. VINCENT D. LOWDER, ESQ. PAUL, HASTINGS, JANOFSKY & WALKER LLP SEVENTEENTH FLOOR 695 TOWN CENTER DRIVE COSTA MESA, CALIFORNIA 92626-1924 (714) 668-6200 ------------------------ CALCULATION OF FILING FEE TRANSACTION VALUATION*: $16,003,163 AMOUNT OF FILING FEE: $3,201 - --------------- * For purposes of calculating the filing fee only. This amount assumes the purchase of 2,462,025 units representing assignments of limited partnership interests (the "Units") of the subject partnership for $6.50 per Unit in cash. The amount of the filing fee, calculated in accordance with Rule 0-11(d) under the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the aggregate of the cash offered by the bidders. [X] Check 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: $3,072 Filing Party: ARV Assisted Living, Inc. Form or Registration No.: Schedule 14D-1 Date Filed: November 8, 1996
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Index to Exhibits Located at Page 6 2 14D-1 CUSIP No. 820930105 - --------------------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ARV Assisted Living, Inc. 33-0160968 - --------------------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - --------------------------------------------------------------------------------------------- 3. SEC USE ONLY - --------------------------------------------------------------------------------------------- 4. SOURCES OF FUNDS WC, BK - --------------------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) [ ] - --------------------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION California - --------------------------------------------------------------------------------------------- 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,225 Units, which number includes 32,275 Units held of record by LAVRA, Inc. LAVRA, Inc. has contracts to purchase an additional 9,100 Units. - --------------------------------------------------------------------------------------------- 8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] - --------------------------------------------------------------------------------------------- 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) Approximately 1%. - --------------------------------------------------------------------------------------------- 10. TYPE OF REPORTING PERSON CO - ---------------------------------------------------------------------------------------------
2 3 14D-1 CUSIP No. 820930105 - --------------------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON LAVRA, Inc. 33-0650949 - --------------------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - --------------------------------------------------------------------------------------------- 3. SEC USE ONLY - --------------------------------------------------------------------------------------------- 4. SOURCES OF FUNDS AF - --------------------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) [ ] - --------------------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------------------------------------------------------------------------------------------- 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,275 Units. Reporting person has contracts to purchase an additional 9,100 Units. - --------------------------------------------------------------------------------------------- 8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] - --------------------------------------------------------------------------------------------- 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) Less than 1% - --------------------------------------------------------------------------------------------- 10. TYPE OF REPORTING PERSON CO - ---------------------------------------------------------------------------------------------
AMENDMENT NO. 1 TO SCHEDULE 14D-1 This Amendment No. 1 amends the Tender Offer Statement on Schedule 14D-1 filed with the Commission on November 8, 1996 by LAVRA, Inc., a Delaware corporation (the "Purchaser") and wholly-owned subsidiary of ARV Assisted Living, Inc., a California corporation ("ARV") (the "Schedule 14D-1"), to increase the number of units sought, to increase the purchase price, and to extend the expiration date. As amended, this statement relates to the offer by the Purchaser to purchase up to 2,462,025 of the units representing assignments of limited partnership interests (the "Units") of Senior Income Fund L.P., a Delaware limited partnership (the "Partnership"), at a purchase price of $6.50 per Unit, less the amount of Distributions (as defined in the Offer to Purchase dated November 8, 1996), if any, made by the Partnership from November 8, 1996, the date the Offer, to the date on which the Purchaser purchases the tendered Units, except for a distribution of $0.075 per Unit made for the quarter ended September 30, 1996, upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 8, 1996, as it may be supplemented or amended from time to time (the "Offer to Purchase"), including by the Notice of Increase and Supplement to Offer to Purchase dated November 25, 1996 (the "Supplement"), and the related Letter of Transmittal, as it may be supplemented or amended from time to time (the "Letter of Transmittal," which together with the Offer to Purchase and the Supplement, constitutes the "Offer"), to include the information set forth below. Terms not otherwise defined herein shall have the meaning given to them in the Schedule 14D-1 and the Offer to Purchase. The following items are amended as follows: 3 4 ITEM 1. SECURITY AND SUBJECT COMPANY. Item 1(b) is hereby amended by adding the following: Reference is hereby made to the information set forth in the cover page and in the "Introduction" of the Supplement, attached hereto as Exhibit 99.7, which is incorporated herein by reference. ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 4(a) is hereby amended by adding the following: Reference is hereby made to the information set forth in "Certain Additional Information Concerning the Purchaser and ARV" of the Supplement, attached hereto as Exhibit 99.7, which is incorporated herein by reference. A portion of the funds used to purchase Units may be derived from ARV's existing line of credit maintained on customary terms and in the normal course of business. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. Item 6(a) is hereby amended by adding the following: Reference is made to the information set forth in "Certain Additional Information Concerning the Purchaser and ARV" of the Supplement, attached hereto as Exhibit 99.7, which is incorporated herein by reference. ITEM 10. ADDITIONAL INFORMATION. Item 10(f) is hereby amended by adding the following: Reference is specifically made to the entire text of the Supplement, attached hereto as Exhibit 99.7, and the revised Letter of Transmittal attached hereto as Exhibit 99.8, which are incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended by deleting Exhibit 99.6 (Letter to Unitholders, dated November 8, 1996), which was not distributed, and by adding the following, which are attached hereto as exhibits: 99.6 Deleted 99.7 Notice of Increase and Supplement to Offer to Purchase, dated November 25, 1996. 99.8 Revised Letter of Transmittal 99.9 Press Release dated November 25, 1996. 4 5 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: November 25, 1996 LAVRA, INC. By: /s/ GARY L. DAVIDSON ------------------------------------ Gary L. Davidson President and Chairman of the Board ARV ASSISTED LIVING, INC. By: /s/ GARY L. DAVIDSON ------------------------------------ Gary L. Davidson President and Chairman of the Board 5 6 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ------------------------------------------------------------------------------ 99.6 -- Deleted 99.7 -- Notice of Increase and Supplement to Offer to Purchase, dated November 25, 1996 99.8 -- Revised Letter of Transmittal 99.9 -- Press Release, dated November 25, 1996
EX-99.7 2 NOTICE OF INCREASE AND SUPPLEMENT TO OFFER,11/25 1 EXHIBIT 99.7 NOTICE OF INCREASE AND SUPPLEMENT TO OFFER TO PURCHASE FOR CASH UP TO 2,462,025 UNITS REPRESENTING ASSIGNMENTS OF LIMITED PARTNERSHIP INTERESTS OF SENIOR INCOME FUND L.P. FOR $6.50 NET PER UNIT BY LAVRA, INC., A WHOLLY-OWNED SUBSIDIARY OF ARV ASSISTED LIVING, INC. - ------------------------------------------------------------------------------- THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME ON FRIDAY, DECEMBER 13, 1996, UNLESS THE OFFER IS EXTENDED. - ------------------------------------------------------------------------------- LAVRA, Inc., a Delaware corporation (the "Purchaser") and wholly-owned subsidiary of ARV Assisted Living, Inc., a California corporation ("ARV"), hereby supplements and amends its offer to purchase units representing assignments of limited partnership interests ("Units") in Senior Income Fund L.P., a Delaware limited partnership (the "Partnership"), upon the terms and conditions set forth in the Offer to Purchase, dated November 8, 1996 (the "Offer to Purchase"), in this Notice of Increase and Supplement (the "Supplement"), and in the related Letter of Transmittal (the "Letter of Transmittal"), as each may be supplemented or amended from time to time. Capitalized terms used in this Supplement shall have the meanings given to them in the Offer to Purchase. As amended, the Purchaser offers to purchase Units at a net cash price of $6.50 per Unit (the "Purchase Price"), less the amount of Distributions per Unit, if any, made by the Partnership from the date of the Offer (as defined below), until the date on which the Purchaser purchases the Units tendered pursuant to the Offer. The Purchaser will not treat the $0.075 per Unit distribution for the quarter ended September 30, 1996 made by the Partnership as being made after the date of the Offer. The Offer to Purchase, this Supplement and the Letter of Transmittal constitute the "Offer." The Offer is not conditioned upon financing. The Offer has been extended and now expires Friday, December 13, 1996 at 12:00 midnight, New York City Time. ------------------------ For More Information or for Further Assistance Please Call or Contact the Information Agent: BEACON HILL PARTNERS, INC. (800) 854-9486 (Toll Free) November 25, 1996 2 To: Unitholders of Senior Income Fund L.P. INTRODUCTION The Purchaser hereby amends the Offer (1) to increase the number of Units sought and to offer to purchase up to 2,462,025 Units, (2) to extend the Expiration Date to 12:00 midnight, New York City Time, December 13, 1996, and (3) to increase the Purchase Price to $6.50 per Unit, less the amount of Distributions per Unit, if any, made by the Partnership from November 8, 1996, the date of the Offer, until the date on which the Purchaser purchases the Units tendered pursuant to the Offer (including distributions resulting from the Partnership's settlement of its insurance claims relating to the earthquake damage that occurred to certain of its Properties). The Purchaser will not treat the $0.075 per Unit distribution for the quarter ended September 30, 1996 made by the Partnership as being made after the date of the Offer. The Purchaser's Offer is upon the terms set forth in the Offer to Purchase, this Supplement and in the related Letter of Transmittal, as each may be amended from time to time. An amended copy of the Letter of Transmittal is included for convenience. In considering the Offer, Unitholders may wish to consider the following: - Unitholders can receive $6.50 per Unit by accepting the Offer without uncertainty about whether future sales of the Properties will occur, but will give up the possibility that sales of the Partnership properties could result in Distributions totalling more than $6.50 per Unit at some time in the future. - There is, as the General Partner acknowledges, no assurance the Partnership can sell the Properties, what the sale prices will be, or when sales might occur. - The Purchase Price of $6.50 per Unit matches the General Partner's minimum estimate of current net asset value per Unit as set forth in the Partnership's Schedule 14D-9 filed with the Commission in response to the Offer (the "Schedule 14D-9") and the Partnership's letter to Unitholders dated November 21, 1996 (the "Response Letter"). - The Purchase Price of $6.50 per Unit also exceeds the $6.00 amount the General Partner has estimated in the Response Letter could be distributed from insurance proceeds and sales of the Properties, and pays it without the uncertainty and delay involved in waiting to see if sales actually occur. - If the General Partner makes a Distribution of approximately $0.50 per Unit from insurance proceeds as contemplated in the Response Letter, that $0.50 Distribution will reduce the price paid for Units if it is made before the purchase of Units pursuant to the Offer and will be assigned to the Purchaser if Units are purchased pursuant to the Offer before the $0.50 Distribution is made. - The Offer is an immediate opportunity for Unitholders to liquidate their investment in the Partnership, but Unitholders who tender their Units will be giving up the opportunity to participate in any potential future benefits from ownership of Units, including, for example, the right to sell the Units later at a possibly higher price and the right to participate in any future Distributions. - A purchase pursuant to the Offer returns to Unitholders who purchased Units when the Partnership was formed more than the amount of their original investment not yet returned through Distributions. ADDITIONAL INFORMATION REGARDING DETERMINATION OF PURCHASE PRICE The Partnership filed a Schedule 14D-9, which included the Response Letter as an exhibit, on or about November 21, 1996. The Schedule 14D-9 and the Response Letter state: The Partnership's minimum estimate of current net asset value is approximately $6.50 per Unit . . . . Such estimate takes into consideration [recent offers from third parties for the Partnership's assets], the independent appraisal of the Partnership's properties as of December 31, 1995 and the Partnership's current assets and liabilities. Such estimate also includes [a $3.2 million insurance settlement]. It should be noted that the estimate of net asset value is only an estimate of the current value and the actual amount realizable upon a sale of the Partnership's properties may be different. 1 3 The Response Letter also states in part that the Partnership has received offers for the Properties "at prices that, together with the insurance proceeds . . . would result in cash distributions totalling approximately $6.00 per Unit." The Response Letter cautions that there can be no assurance sales will actually be consummated or what the prices will be. The Purchaser has increased its offer to match the minimum net asset value of $6.50 per Unit estimated by the General Partner in the Schedule 14D-9 and the Response Letter, each dated November 21, 1996. The Purchaser does not know if current appraisals or sales would produce a higher or lower value of the Partnership's assets. CERTAIN ADDITIONAL INFORMATION CONCERNING THE PARTNERSHIP According to the 1995 Form 10-K and the Partnership's Forms 10-Q for the quarters ended March 31, 1996, June 30, 1996 and September 30, 1996, for the period from the Partnership's inception to September 30, 1996, Unitholders were paid cash Distributions totalling $4,735 per $10,000 investment. If the Partnership actually makes the $0.50 Distribution per Unit described in the Response Letter, the Distributions would be $5,235 per $10,000 investment. CERTAIN ADDITIONAL INFORMATION CONCERNING THE PURCHASER AND ARV Based on the Purchase Price of $6.50 per Unit, the Purchaser estimates that the total amount of funds necessary to purchase all Units it is seeking to purchase in the Offer is approximately $16,800,000. The Purchaser and ARV have funds available either as cash on hand or under an existing secured line of credit (maintained on customary terms including a floating rate of interest and in the normal course of business) to purchase the Units sought by the amended Offer. If used, funds from the line of credit will be repaid from ARV's operations. The Purchaser's June 21 contract to purchase 6,600 Units has been limited to 5,100 Units, thus limiting the total number of Units the Purchaser had contracted to purchase to 9,100. CERTAIN DETAILS OF THE OFFER On the terms and subject to the conditions of the Offer, the Purchaser will accept and purchase up to 2,462,025 Units that are validly tendered in accordance with the Offer. Except as otherwise set forth in this Supplement, the terms and conditions previously set forth in the Offer to Purchase remain applicable in all respects to the Offer, and this Supplement should be read in conjunction with the Offer to Purchase. An amended copy of the Letter of Transmittal is included with this Supplement for the convenience of Unitholders. Unitholders who have already sent a previously circulated Letter of Transmittal do not have to do anything further to receive the increased purchase price. The Purchaser will accept tenders made on either the original or the amended Letters of Transmittal. If more than 2,462,025 Units are validly tendered in accordance with the procedures specified in Section 3 of the Offer to Purchase and not properly withdrawn in accordance with the procedures specified in Section 5 of the Offer to Purchase on or prior to the Expiration Date, the Purchaser will, upon the terms and subject to the conditions of the Offer, take into account the number of Units so tendered, accept for payment and pay for an aggregate of 2,462,025 Units, pro rata, according to the number of Units validly tendered by each Unitholder and not properly withdrawn on or prior to the Expiration Date, with appropriate adjustments to avoid purchases of fractional Units, and purchases that would cause a Unitholder who sells less than all of its Units to continue to hold less than 200 Units if the Unitholder is a Qualified Plan or less than 500 Units if the Unitholder is not a Qualified Plan. If the number of Units validly tendered and not properly withdrawn on or prior to the Expiration Date is less than or equal to 2,462,025 Units, the Purchaser will purchase all Units so tendered and not withdrawn, upon the terms and subject to the conditions of the Offer. LAVRA, Inc. November 25, 1996 2 4 The Letter of Transmittal, certificates for Units and any other required documents should be sent or delivered by each Unitholder or his broker, dealer, commercial bank, trust company or other nominee to the Depositary at one of its addressees set forth below: The Depositary for the Offer is: IBJ SCHRODER BANK & TRUST COMPANY (212) 858-2103 (Collect) By Mail: By Hand/Overnight Delivery: P.O. Box 84 One State Street Bowling Green Station New York, New York 10004 New York, New York Attn: Securities Processing Window 10274-0084 Subcellar One Attn: Reorganization Operations Department
Questions and requests for assistance may be directed to the Information Agent at its address and telephone number listed below. Additional copies of the Offer to Purchase, this Supplement, the Letter of Transmittal and other tender offer materials may be obtained from the Information Agent as set forth below, and will be furnished promptly at the Purchaser's expense. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer. The Information Agent for the Offer is: BEACON HILL PARTNERS, INC. 90 Broad Street New York, New York 10004 (800) 854-9486 (Toll Free) EX-99.8 3 REVISED LETTER OF TRANSMITTIAL 1 EXHIBIT 99.8 LETTER OF TRANSMITTAL TO TENDER UNITS REPRESENTING ASSIGNMENTS OF LIMITED PARTNERSHIP INTERESTS OF SENIOR INCOME FUND L.P. PURSUANT TO THE OFFER TO PURCHASE DATED NOVEMBER 8, 1996, AS AMENDED, BY LAVRA, INC., A WHOLLY-OWNED SUBSIDIARY OF ARV ASSISTED LIVING, INC. - ------------------------------------------------------------------------------- THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME ON FRIDAY, DECEMBER 13, 1996, UNLESS THE OFFER IS EXTENDED. - ------------------------------------------------------------------------------- The Depositary for the Offer is: IBJ SCHRODER BANK & TRUST COMPANY (212) 858-2103 (Collect) By Mail: By Hand/Overnight Delivery: P.O. Box 84 One State Street Bowling Green Station New York, NY 10004 New York, NY 10274-0084 Attn: Securities Processing Window Attn: Reorganization Operations Subcellar One Department
DELIVERY OF THIS LETTER OF TRANSMITTAL TO A DIFFERENT ADDRESS THAN ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. 2 THE INSTRUCTIONS INCLUDED IN THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. This Letter of Transmittal is to be completed by unitholders ("Unitholders") who desire to tender Units (as defined below) pursuant to the Offer (as defined below) pursuant to the procedures set forth in the Offer to Purchase (as defined below) under Section 3 under the heading "DETAILS OF THE OFFER." Any Unitholder that was issued certificates to evidence Unit ownership ("certificates") must tender the certificates with this Letter of Transmittal. Unitholders who have previously validly tendered Units pursuant to the Offer using the previously circulated Letter of Transmittal and who have not properly withdrawn the Units for purposes of the Offer, as amended, need not take any further action. 3 NOTE: SIGNATURES MUST BE PROVIDED BELOW PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY Ladies and Gentlemen: The undersigned hereby tenders to LAVRA, Inc., a Delaware corporation (the "Purchaser") and a wholly-owned subsidiary of ARV Assisted Living, Inc., a California corporation (the "Parent"), the above-described units representing assignments of limited partnership interests (the "Units") of Senior Income Fund L.P., a Delaware limited partnership (the "Partnership"), pursuant to the Purchaser's offer to purchase up to 2,462,025 Units at a price of $6.50 per Unit, net to the seller in cash, without interest, less the amount of the Distributions (as defined below) per Unit, if any, made by the Partnership from the date of the Offer (as defined below) to the date on which the Purchaser purchases the Units pursuant to the Offer, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 8, 1996, as it may be supplemented or amended from time to time (the "Offer to Purchase"), including by the Notice of Increase and Supplement, dated November 25, 1996 (the "Supplement"), receipt of both which is hereby acknowledged, and in this Letter of Transmittal, as it may be supplemented or amended from time to time (the "Letter of Transmittal," which together with the Offer to Purchase and the Supplement constitute the "Offer"). The Purchaser will not treat the $0.075 per Unit distribution for the quarter ended September 30, 1996 made by the Partnership as being made after the date of the Offer. The undersigned understands that the Purchaser reserves the right to transfer or assign, in whole or in part, from time to time, to the Parent or to one or more of the Parent's affiliates the right to purchase Units tendered pursuant to the Offer. Subject to, and effective upon, acceptance for payment for the Units tendered herewith in accordance with the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms or conditions of any extension or amendment), the undersigned hereby sells, assigns and transfers to, or upon the order of, the Purchaser all right, title and interest in and to all Units that are being tendered hereby and any and all distributions, other Units, rights or other securities issued or issuable in respect thereof (collectively, "Distributions") on or after the date the Purchaser purchases the Units pursuant to the Offer and irrevocably constitutes and appoints IBJ Schroder Bank & Trust Company (the "Depositary") the true and lawful agent and attorney-in-fact of the undersigned with respect to the Units (and with respect to any Distributions), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to (i) deliver Units (and any Distributions), together with all accompanying evidences of transfer and authenticity, to or upon the order of the Purchaser, upon receipt by the Depositary, as the undersigned's agent, of the purchase price, (ii) present the Units (and any Distributions) for transfer on the books of the Partnership, and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of the Units (and any Distributions), all in accordance with the terms and subject to the conditions of the Offer; provided, however, that if proration of tendered Units is required as described in Section 1 under the heading "Details of the Offer" of the Offer to Purchase and in the Supplement, this Letter of Transmittal shall be effective to transfer to the Purchaser only the number of the undersigned's Units as is accepted for payment and thereby purchased by the Purchaser. The undersigned hereby irrevocably appoints the Purchaser and its officers, and each of them or any other designee of the Purchaser, the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, to the full extent of the undersigned's rights with respect to all Units tendered hereby and accepted for payment by the Purchaser (and with respect to any Distributions). All such proxies will be considered coupled with an interest in the Units tendered herewith, are irrevocable and are granted in consideration of, and are effective upon, the acceptance for payment of such Units by the Purchaser in accordance with the terms of the Offer. Upon the acceptance for payment, all prior powers of attorney and proxies by the undersigned with respect to the Units and Distributions will be revoked, without further action, and no subsequent powers of attorney and proxies may be given (and, if given, will be without force or effect). The designees of the Purchaser will, with respect to the Units for which the appointment is effective, be empowered to exercise all voting and other rights of the undersigned as they in their sole discretion may deem proper at any meeting of the Partnership or any adjournment or postponement thereof. The undersigned understands that, in order for Units to be deemed validly tendered, immediately upon the Purchaser's acceptance for payment of the Units, the Purchaser or its designee must be able to exercise full voting rights with respect to the Units, and other securities, including voting at any meeting of limited partners or Unitholders. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Units tendered hereby and that when the same are accepted for payment by the Purchaser, the Purchaser will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions (except for those restrictions contained in the Partnership's Partnership Agreement and Depositary Agreement), claims and encumbrances. The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or the Purchaser to be necessary or desirable to complete or confirm the sale, assignment and transfer of the Units (and any Distributions). In addition, the undersigned will promptly remit and transfer to the Depositary for the account of the Purchaser any and all Distributions in respect to the Units tendered hereby, accompanied by appropriate documentation of transfer and, pending the remittance or appropriate assurance thereof, the Purchaser will be entitled to 4 all rights and privileges as owner of any such Distributions, and may withhold the entire purchase price or deduct from the purchase price of Units tendered hereby the amount or value thereof, as determined by the Purchaser in its sole discretion. All authority conferred or agreed to be conferred pursuant to this Letter of Transmittal will be binding upon the successors, assigns, heirs, executors, administrators and legal representatives of the undersigned and will not be affected by, and will survive, the death or incapacity of the undersigned. The undersigned understands that the Purchaser's acceptance for payment of Units tendered will constitute a binding agreement between the undersigned and the Purchaser upon the terms and subject to the conditions of the Offer. The undersigned recognizes that under certain circumstances set forth in the Offer to Purchase and the Supplement, the Purchaser may not be required to accept for payment any or all of the Units tendered hereby. In such event, the undersigned understands that any Letter of Transmittal for Units not accepted for payment may be destroyed by the Depositary (in accordance with its customary practice) and any certificates evidencing the Units tendered therewith will be returned to the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable; provided, however, Units tendered pursuant to the Offer may be withdrawn, in the manner set forth in the Offer to Purchase, at any time prior to the Expiration Date. 5 SIGN HERE TO TENDER YOUR UNITS PLEASE BE SURE TO COMPLETE ALL ITEMS BELOW UNITHOLDERS MUST ALSO COMPLETE BOX A AND BOX B, AND IF APPLICABLE, BOX C - -------------------------------------------------------------------------------- By executing this document in the space provided below, the undersigned Unitholder (or authorized person signing on behalf of the registered Unitholder) hereby: (i) evidences the Unitholder's agreement to and acceptance of all of the terms, provisions and matters set forth in this Letter of Transmittal and in the Offer; and (ii) tenders the number of Units specified below pursuant to the terms of the Offer. The undersigned hereby acknowledges and certifies, under penalty of perjury, to all of the foregoing and that the information and representations set forth below and provided in Boxes A and B of this Letter of Transmittal, which have been duly completed by the undersigned, are true and correct as of the date hereof. X -------------------------------------------------------------------------- X -------------------------------------------------------------------------- Signature(s) of Unitholders (Must be signed by registered Unitholder(s) exactly as name(s) appear(s) on the certificate(s) or in the Partnership's records. If signature is by an officer of a corporation, attorney-in-fact, agent, executor, administrator, trustee, guardian or other person(s) acting in fiduciary or representative capacity, please complete the line captioned "Capacity (Full Title)" and see Instruction 5.) Date: ------------------------------------------------ In addition to signing your name(s) above, PLEASE PRINT YOUR NAME(S) in the following space -------------------------------------------------------------------------- Capacity (Full Title): -------------------------------------------------------------------------- Address: -------------------------------------------------------------------------- -------------------------------------------------------------------------- (The address to which a check and (if applicable) new certificate is to be sent should be filled in above. See Instructions 4 and 7.) -------------------------------------------------------------------------- Area Code and Telephone Number Total Number of Units Owned: -------------------------------------------------------------------------- Total Number of Units Tendered: -------------------------------------------------------------------------- (See Instructions 3 and 4.) - -------------------------------------------------------------------------------- Please check one of the following boxes (See Instruction 2): [ ] I am tendering certificates herewith or have enclosed a Statement of Destroyed, Lost or Stolen Certificate(s). [ ] I hold the Units in book-entry form on the records of the Partnership and am not tendering certificates evidencing the Units. - -------------------------------------------------------------------------------- GUARANTEE OF SIGNATURE(S) (ALL SIGNATURES MUST BE MEDALLION SIGNATURE GUARANTEED -- SEE INSTRUCTIONS 1 AND 5) Authorized Signature: Name of Firm: ------------------------------------------ ------------------------------------ Name: Address: --------------------------------------------- ------------------------------------------- Date: Area Code and Tel. No.: --------------------------------------------- --------------------------
- -------------------------------------------------------------------------------- 6 BOX A - -------------------------------------------------------------------------------- FIRPTA AFFIDAVIT -- CERTIFICATE OF NON-FOREIGN STATUS Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. To inform the Purchaser that withholding of tax is not required upon this disposition of a U.S. real property interest, the undersigned hereby certifies the following on behalf of the tendering Unitholder named above: 1. The Unitholder, if an individual, is not a nonresident alien for purposes of U.S. income taxation, and if not an individual, is not a foreign corporation, foreign partnership, foreign trust or foreign estate as those terms are defined in the Internal Revenue Code and the regulations promulgated thereunder); 2. The Unitholder's Social Security Number (for individuals) or Employer Identification Number (for non-individuals) is: ----------------------------------------------------; and 3. The Unitholder's address is: ------------------------------------------------------------. I understand that this certification may be disclosed to the Internal Revenue Service by the transferee and that any false statement I have made here could be punished by fine, imprisonment, or both. Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct and complete. ----------------------------------------------- ----------------------------------------------- Signature Signature Title: Title: ----------------------------------------------- -----------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN WITHHOLDING OF 10% OF THE AMOUNT REALIZED BY YOU PURSUANT TO THE OFFER. SEE INSTRUCTION 10. In case of problems, the Depositary should contact: Name: -------------------------------------------------------------------------- Telephone Number: -------------------------------------------------------------------------- Name of Entity: -------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 7 BOX B - -------------------------------------------------------------------------------- PAYER'S NAME: IBJ SCHRODER BANK & TRUST COMPANY, AS DEPOSITARY AGENT - ---------------------------------------------------------------------------------------------------------- SUBSTITUTE Part 1-PLEASE PROVIDE YOUR TIN IN THE BOX AT Social Security Number(s) FORM W-9 RIGHT AND CERTIFY BY SIGNING AND DATING OR DEPARTMENT OF THE TREASURY BELOW ------------------------------ INTERNAL REVENUE SERVICE Employer Identification Number ---------------------------------------------------------------------------- PAYER'S REQUEST FOR TAXPAYER Part 2-Certificate-Under Penalties of Perjury, I certify that: IDENTIFICATION NUMBER (1) The number shown on this form is my correct taxpayer identification ("TIN") number (or I am waiting for a number to be issued for me), and (2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding. Certification Instructions-You must cross out Item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return. -------------------------------------------------------------------------- SIGNATURE: DATE: , 1996 Part 3-Awaiting TIN [ ] - ------------------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY CASH PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9. - -------------------------------------------------------------------------------- CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number within sixty days following the date of delivery of the Letter of Transmittal to the Depositary, 31% of all reportable payments made to me thereafter will be withheld until I provide a number. ----------------------------------------------- ----------------------------------------------- Signature Signature
- -------------------------------------------------------------------------------- 8 BOX C - ------------------------------------------------------------------------------- STATEMENT OF DESTROYED, LOST OR STOLEN CERTIFICATE(S) (IF REQUIRED -- SEE INSTRUCTION NO. 12) TO BE COMPLETED ONLY IF YOU CANNOT LOCATE YOUR CERTIFICATES NAME & ADDRESS CITY/STATE/ZIP NUMBER OF UNITS OWNED The undersigned person(s) hereby represents, warrants, acknowledges and agrees under penalty of perjury as follows: I am the lawful owner of certificate(s) representing the number of Units referred to above. The certificate(s) has not been endorsed, cashed, negotiated, transferred, assigned, or otherwise disposed of. I have made a diligent search for the certificate(s) and have been unable to find it, and make this Statement to the Purchaser, ARV, the Partnership, the general partner thereof, the Partnership's transfer agent (the "Transfer Agent") and the Depositary for the purpose of inducing the acceptance of tender of the certificate(s) without surrender of the certificate(s), and hereby agree to surrender the certificate(s) for cancellation should I at any time find the certificate(s). I, in consideration of the proceeds of tendering the Units and the certificate(s), agree to completely indemnify, protect and save harmless the Purchaser, ARV, the Partnership, the general partner thereof, the Transfer Agent and the Depositary, and each of their respective agents and affiliates, and any other party to the transaction (collectively, the "Obligees"), from and against all loss, costs and damages, including, without limitation, court costs and attorneys' fees, which they may be subject to or liable for in respect of the cancellation and replacement of the certificate(s), and the distribution of the proceeds of the certificate(s). The rights accruing to the Obligees under the preceding sentences shall not be limited by the negligence, inadvertence, accident, oversight or their failure to inquire into, contest, or litigate any claim, whenever such negligence, inadvertence, accident, oversight, breach or failure may occur or have occurred. Signed and delivered this ____ day of ________, 1996. X Signature(s) of Unitholders (Must be signed by registered Unitholder(s) exactly as name(s) appear(s) in the certificate(s) or in the Partnership's records. If signature is by an officer of a corporation, attorney-in-fact, agent, executor, administrator, trustee, guardian or other person(s) acting in fiduciary, or representative capacity, please complete the line captioned "Capacity (Full Title)" and see Instruction 5.) Date: In addition to signing your name above, PLEASE PRINT YOUR NAME(S) in the following space: Capacity (Full Title): - ------------------------------------------------------------------------------- 9 INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER 1. GUARANTEE OF SIGNATURES. All signatures on this Letter of Transmittal must be medallion guaranteed by a firm which is a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of a registered national securities exchange or of the National Association of Securities Dealers, Inc. (each an "Eligible Institution"). See Instruction 5. If the Units are registered in the name of a person other than the signer of this Letter of Transmittal, or if payment is to be made to a person other than the registered owner, then this Letter of Transmittal must be accompanied by duly executed unit powers, signed exactly as the name or names of the registered owner or owners appear on the transfer books of the Partnership. The signature on the unit powers must be guaranteed by an Eligible Institution as provided above. See Instruction 5. 2. REQUIREMENTS OF TENDER. This Letter of Transmittal, properly completed and duly executed, with all medallion signature guarantees, all certificates, if any, and any other required documents must be received by the Depository at one of its addresses set forth herein on or prior to the Expiration Date. Certain Unitholders were issued Units in book-entry form, without certificates, and other Unitholders may have been issued certificates. If the Units tendered hereby are evidenced by certificates, the tendering Unitholder must (i) tender the certificates with the Letter of Transmittal or (ii) complete, execute and deliver with this Letter of Transmittal a Statement of Destroyed, Lost or Stolen Certificate(s) (see Instruction 12), in each case on or prior to the Expiration Date. Unitholders who have previously validly tendered Units pursuant to the Offer using the previously circulated Letter of Transmittal do not have to do anything further to receive the increased purchase price. THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE CERTIFICATES, IF ANY, AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING UNITHOLDER AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. No alternative, conditional or contingent tenders will be accepted and no fractional Units will be purchased except for fractional Units owned by a Unitholder who is tendering all of its Units. All tendering Unitholders, by execution of a Letter of Transmittal, waive any right to receive any notice of the acceptance of their Units for payment. 3. INADEQUATE SPACE. If the space provided herein under "Total Number of Units Tendered" is inadequate, the number of Units should be listed on a separate signed schedule attached hereto. 4. PARTIAL TENDERS. If fewer than all the Units held by the Unitholder are to be tendered hereby, fill in the number of Units which are to be tendered in the box entitled "Total Number of Units Tendered" as appropriate; provided, however, that if the Unitholder desires to transfer less than all of its Units and (a) the Unitholder is an Individual Retirement Account, Keogh or other qualified employee benefit plan (each a "Qualified Plan"), it must retain at least 200 Units and (b) the Unitholder is not a Qualified Plan, it must retain at least 500 Units. 5. SIGNATURES ON LETTER OF TRANSMITTAL AND ENDORSEMENTS. If this Letter of Transmittal is signed by the registered owner(s) of the Units tendered thereby, the signature(s) must correspond with the name(s) as written on the transfer books of the Partnership without any change whatsoever. If any of the Units tendered hereby are owned of record by two or more joint owners (including Units held as community property), all owners must sign this Letter of Transmittal. If any tendered Units are registered in different names, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations. If this Letter of Transmittal is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing and must provide proper evidence satisfactory to the Purchaser of their authority to act. 6. TRANSFER TAXES. The Purchaser will pay or cause to be paid any transfer taxes with respect to the transfer and sale of Units to it pursuant to the Offer. If, however, payment of the purchase price is to be made to, or if tendered Units are registered in the name of, any person other than the person(s) signing this Letter of Transmittal, the amount of any transfer taxes payable on account of the transfer will be deducted from the purchase price unless satisfactory evidence of the payment of the taxes or exemption therefrom is submitted. 7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check is to be issued in the name of a person other than the signer of this Letter of Transmittal or if a check is to be sent to someone other than the signer of this Letter of Transmittal or to address other than that shown above, the information pertaining to the special payment and special delivery must be specified on a separate signed and medallion signature guaranteed schedule and attached hereto. 10 8. WAIVER OF CONDITIONS. The conditions of the Offer may be waived by the Purchaser, in whole or in part, at any time or from time to time in the Purchaser's sole discretion to the extent set forth in the Offer. 9. TAXPAYER IDENTIFICATION NUMBER (SUBSTITUTE FORM W-9). Each tendering Unitholder is required to provide the Depositary with the Unitholder's correct taxpayer identification number ("TIN"), generally, the Unitholder's social security or federal employer identification number, on Substitute Form W-9, which is provided in BOX B above, and to certify whether such person is subject to backup withholding of federal income tax. When determining the TIN to be furnished, please refer to the following as a guide: Individual Accounts -- registered owner's social security number Joint Accounts -- social security number of registered owner whose name appears first Trust Accounts -- TIN assigned to the Trust IRA Custodial Accounts -- TIN of the Custodian (not necessary to provide) Custodial Accounts for the Benefit of Minors -- social security number of the minor Corporations, Partnership or Other Business Entity -- TIN assigned to the entity A Unitholder must cross out item (2) in the Certification box on Substitute Form W-9 if the Unitholder is subject to backup withholding. Failure to provide the information on the Substitute Form W-9 may subject the tendering Unitholder to 31% federal income tax backup withholding on the payments made to the Unitholder or other payee. The box in Part 3 of the form should be checked if the tendering Unitholder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked and the Depositary is not provided with a TIN within 60 days following the date of delivery of the Letter of Transmittal to the Depositary, thereafter the Depositary will withhold 31% of all payments of the purchase price made to the tendering Unitholder. 10. FIRPTA AFFIDAVIT. To avoid potential withholding of tax pursuant to Section 1445 of the Internal Revenue Code in an amount equal to 10% of the purchase price for the Units purchased pursuant to the Offer, plus the amount of any liabilities of the Partnership allocable to such Units, each Unitholder who or which is a United States person must complete the FIRPTA Affidavit contained in BOX A above stating, under penalties of perjury, the Unitholder's TIN and address, and that the Unitholder is not a foreign person. Tax withheld under Section 1445 is not an additional tax. If withholding results in an overpayment of tax, a refund may be obtained from the Internal Revenue Service. 11. DEFECTS. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of a Letter of Transmittal will be determined by the Purchaser and the determinations will be final and binding. The Purchaser's interpretation of the terms and conditions of the Offer (including these instructions for the Letter of Transmittal) will be final and binding. The Purchaser will have the right to waive any defects or conditions as to the manner of tendering. Any defects in connection with tenders, unless waived, must be cured within such time as the Purchaser will determine. This Letter of Transmittal will not be valid until all defects have been cured or waived. Neither the Purchaser, the Depositary nor any other person is under any duty to give notification of defects in a Letter of Transmittal and will incur no liability for failure to give notification. 12. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES. Any tendering Unitholder who was issued certificates and the certificates have been mutilated, lost, stolen or destroyed must complete the Statement of Destroyed, Lost or Stolen Certificate(s) included as BOX C above. IMPORTANT: THIS LETTER OF TRANSMITTAL, PROPERLY COMPLETED AND DULY EXECUTED, TOGETHER WITH ALL REQUIRED MEDALLION SIGNATURE GUARANTEES AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE DEPOSITARY, ON OR PRIOR TO THE EXPIRATION DATE. 11 IMPORTANT TAX INFORMATION Under federal income tax law, a Unitholder whose tendered Units are accepted for payment is required to provide the Depositary (as payer) with the Unitholder's correct TIN on Substitute Form W-9 (BOX B). If the Unitholder is an individual, his/her TIN is his/her social security number. The Certificate of Awaiting Taxpayer Identification Number should be completed if the tendering Unitholder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future. If the correct TIN is not provided to the Depositary, a $50 penalty may be imposed on the Unitholder by the Internal Revenue Service. In addition, payments that are made to the Unitholder may be subject to backup withholding. Certain Unitholders (including, among others, all corporations and certain foreign individuals) are not subject to backup withholding. Exempt Unitholders should indicate their exempt status on Substitute Form W-9. In order for a foreign individual to qualify as an exempt recipient, the individual must submit a statement, signed under penalties of perjury, attesting to the individual's exempt status. Forms of such statements can be obtained from the Depositary. If backup withholding applies, the Depositary is required to withhold 31% of any payments made to the Unitholder or other payee. Backup withholding is not an additional tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. 12 QUESTIONS AND REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES OF THE OFFER TO PURCHASE, THE SUPPLEMENT, THE LETTER OF TRANSMITTAL AND THE OTHER TENDER OFFER MATERIALS MAY BE DIRECTED TO THE INFORMATION AGENT: BEACON HILL PARTNERS, INC. 90 Broad Street New York, New York 10004 (800) 854-9486 (Toll Free) - -------------------------------------------------------------------------------- (DO NOT WRITE IN SPACE BELOW) - -------------------------------------------------------------------------------- Date Received Accepted by Checked By --------------- --------------- ---------------
- -------------------------------------------------------------------------------- Units Units Check Amount Certificate Tendered Accepted No. of Check No. (if any)
- -------------------------------------------------------------------------------- Gr. Tax Net
- -------------------------------------------------------------------------------- Delivery Prepared by Check By Date
- -------------------------------------------------------------------------------- EX-99.9 4 PRESS RELEASE, DATED NOVEMBER 25, 1996 1 EXHIBIT 99.9 NEWS RELEASE CONTACT: Sheila M. Muldoon, Esq. ARV Assisted Living, Inc. (714) 751-7400 245 Fischer Avenue, Suite D-1 Costa Mesa, California 92626-3545 (714) 751-7400 TRADED: NASDAQ: ARVI FOR IMMEDIATE RELEASE NOVEMBER 25, 1996 ARV ASSISTED LIVING, INC. ANNOUNCES INCREASE IN PRICE AND NUMBER OF UNITS SOUGHT IN TENDER OFFER COSTA MESA, CALIFORNIA, NOVEMBER 25, 1996 - ARV Assisted Living, Inc. (NASDAQ: ARVI) announced today that its wholly-owned subsidiary, LAVRA, Inc., amended its tender offer for units of Senior Income Fund L.P. to increase the offer price to $6.50 net per unit in cash, less the amount of distributions made by the partnership from the date of the November 8 offer until the date on which the tendered units are purchased (except that the seven and one-half cents per unit distribution for the quarter ended September 30, 1996 will not affect the offer price), and to increase the number of units which LAVRA is offering to purchase in the tender offer to up to 2,462,025 units. The expiration date of the offer has also been extended. A supplement to LAVRA's offer to purchase has been prepared and a request is being made to the partnership for the prompt dissemination of the supplement to the partnership's unitholders. The amended offer is not conditioned upon financing or upon any minimum aggregate number of units being tendered, but is subject to the conditions contained in the offer to purchase. The offer, withdrawal rights and proration period will expire at 12:00 midnight, New York City time on Friday, December 13, 1996, unless the offer is extended. Questions, requests for assistance and requests for copies of the supplemented offer to purchase and related letter of transmittal should be directed to Beacon Hill Partners, Inc., 90 Broad Street, New York, New York 10004, telephone (800) 854-9486. # # # -----END PRIVACY-ENHANCED MESSAGE-----