-----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, UkmeCL0wEsLlNlkRhkLETauAmMcq36tmM739COqYO2LjQkBpK0xfX1PKFUCAcwo2 ikWZvsDwWFk+8mCEpWrFxQ== 0000892569-97-000131.txt : 19970120 0000892569-97-000131.hdr.sgml : 19970120 ACCESSION NUMBER: 0000892569-97-000131 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970117 SROS: NASD GROUP MEMBERS: ARV ASSISTED LIVING INC GROUP MEMBERS: LAVRA, INC. 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: 97507597 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 #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*: $25,979,042 AMOUNT OF FILING FEE: $5,196 - --------------- * For purposes of calculating the filing fee only. This amount assumes the purchase of 4,403,227.50 units representing assignments of limited partnership interests (the "Units") of the subject partnership for $5.90 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: $5,196 Filing Party: ARV Assisted Living, Inc. Form or Registration No.: Schedule 14D-1 Date Filed: December 23, 1996
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- * Also constitutes an amendment to the Statement on Schedule 13D of LAVRA, Inc. and ARV Assisted Living, Inc. Index to Exhibits Located at Page 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 424,272.50 Units, which number includes 416,322.50 Units held by LAVRA, Inc. LAVRA, Inc. has a contract to purchase an additional 1,000 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 8.8%. (Based on 4,827,500 Units reported as outstanding as of September 30, 1996) - --------------------------------------------------------------------------------------------- 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 416,322.50 Units. Reporting person has a contract to purchase an additional 1,000 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 8.6% (Based on 4,827,500 Units reported as outstanding as of September 30, 1996) - --------------------------------------------------------------------------------------------- 10. TYPE OF REPORTING PERSON CO - ---------------------------------------------------------------------------------------------
This Amendment No. 1 amends the Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") filed with the Commission on December 23, 1996, by LAVRA, Inc., a Delaware corporation (the "Purchaser") and wholly owned subsidiary of ARV Assisted Living, Inc., a California corporation ("ARV"), to include as an exhibit the Purchaser's Letter to Unitholders dated January 16, 1996 distributed to respond to certain representations made by the Partnership (as defined below) in its Schedule 14D-9. As amended this statement relates to the offer by the Purchaser to purchase any and all of the units representing assignments of limited partnership interests (the "Units") of Senior Income Fund L.P., a Delaware limited partnership (the "Partnership") at $5.90 per Unit, net to the seller in cash, less the amount of Distributions (as defined in the Offer to Purchase) per Unit, if any, made, announced or paid by the Partnership from the date of the Offer (defined below) to the date on which the Purchaser purchases the tendered Units pursuant to the Offer, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 23, 1996, as it may be supplemented or amended from time to time (the "Offer to Purchase") 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, constitutes the "Offer"). Capitalized terms used but not defined herein have the meaning given to them in the Offer to Purchase. This statement also constitutes an amendment of the Statement on Schedule 13D of the Purchaser and ARV filed on December 17, 1996. 3 4 ITEM 10. ADDITIONAL INFORMATION. Item 10(f) is hereby amended by adding the following: (f) Reference is hereby made to the entire text of the letter to Unitholders, dated January 16, 1996, attached hereto as Exhibit 99.7, which is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby adding the following, which is attached hereto as an exhibit: 99.7 Letter to Unitholders, dated January 16, 1997. 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: January 17, 1997 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 - ----------- ------------------------------------------------------------------------------ 99.1* -- Form of Summary Advertisement, dated December 23, 1996 99.2* -- Offer to Purchase, dated December 23, 1996 99.3* -- Letter of Transmittal 99.4* -- Text of Press Release, dated December 23, 1996 99.5* -- Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 99.6* -- Letter to Unitholders, dated December 23, 1996 99.7 -- Letter to Unitholders, dated January 16, 1997
- --------------- * Previously filed. EX-99.7 2 LETTER TO UNITHOLDERS 1 EXHIBIT 99.7 LAVRA, INC. 245 FISCHER AVENUE, SUITE D-1 COSTA MESA, CA 92626 January 16, 1997 Dear Fellow Unitholder: As you know, on December 23, 1996, LAVRA, Inc. ("LAVRA"), a wholly owned subsidiary of ARV Assisted Living, Inc. ("ARV"), offered to purchase (the "Offer") any and all units ("Units") in Senior Income Fund, L.P., for cash, at a purchase price of $5.90 per Unit less the amount of distributions per Unit, if any, announced or paid by the Partnership from the date of the Offer. The Purchase Price of $5.90 per Unit is equal to the amount paid to Unitholders that validly tendered Units to the Purchaser during LAVRA's prior offer of $6.50 per Unit ("Prior Offer") after giving effect to a special distribution of $0.60 per Unit made by the Partnership in December, 1996. We also want you to know that the General Partner continues to go to great lengths to squash LAVRA's Offer while depleting Partnership resources to protect its own interests. Indeed, in its letter to Unitholders dated January 6, 1997, the General Partner continues its self-serving practice of creating the misimpression that its actions have created value for Unitholders. WE BELIEVE THAT THE GENERAL PARTNER VIEWS LAVRA'S OFFER AS A THREAT TO ITS CONTROL OF THE PARTNERSHIP AND THE PROFITS IT MAY DERIVE. YOU DECIDE FOR YOURSELF - LET'S COMPARE
LAVRA GENERAL PARTNER ----- --------------- Could be more than $5.90? THE CHOICE $5.90 Cash (less any distributions) Could be less than $5.90? May NOT EVER happen? - ----------------------------------------------------------------------------------------------------------- No Transfer Fees Fees to real estate broker(s). COSTS INVOLVED No Commissions Fees to the General Partner. Please deduct from above. - ----------------------------------------------------------------------------------------------------------- Payment will be made as soon as May happen in 6 months? TIMING practicable after January 31, 1997. May happen in 1 year? May NOT EVER happen? - ----------------------------------------------------------------------------------------------------------- If the sale of properties ever actually occurs, holders can END RESULT Holders who tender can reinvest reinvest whenever they actually proceeds in more liquid investments. receive funds. OR The General Partner is allowed to continue with its current practices. - -----------------------------------------------------------------------------------------------------------
NOW WITH THE UNABRIDGED INFORMATION LAID OUT IN BLACK AND WHITE, WE BELIEVE THERE IS ONLY ONE LOGICAL CHOICE - THE RISK FREE OFFER OF $5.90 PER UNIT BY LAVRA. In its correspondence to you, the General Partner states that it has already received an offer to purchase the Partnership's properties. Here again, however, the General Partner says there is UNCERTAINTY that the offer 2 will ever result in a sale. The General Partner then speculates that if this offer ever results in a sale, the result will be more cash than LAVRA's offer. Should any holders care to join the General Partner's guessing game, they should ask: Is this more cash before, or after, the General Partner takes its fees and pays fees to a real estate broker? Is there more cash before one accounts for the earnings the Unitholder could have made on the cash they would have received, with 100% certainty, upon acceptance of LAVRA's offer? LAVRA and ARV do not apologize for saying they want to manage the Partnership's properties. The General Partner claims to feel that the chance to earn fees motivates this. Ask yourself whether an experienced operator who has a financial stake in long-term gain on the properties won't be more motivated to run them well than a General Partner who stands to make significant fees upon the sale of the properties. THE GENERAL PARTNER HAS SQUANDERED PARTNERSHIP RESOURCES ON UNNECESSARY LITIGATION. It has spent the Partnership's money (that is to say, your money) on litigation to prevent LAVRA from communicating directly with you. Ask yourself whether the General Partner has acted in your interest in so strenuously fighting to prevent LAVRA from obtaining the list of the names and addresses of Unitholders - a list which LAVRA is entitled to receive under Delaware law! PLEASE DON'T FORGET THE FOLLOWING! - - LAVRA's Offer of $5.90 per Unit represents the highest price for your Units now available. - - The General Partner is under no obligation to sell a single property. - - According to the General Partner, LAVRA's Offer is well within its own estimated net asset value range. - - Cash distributions have been poor and the Partnership has performed below the General Partner's original expectations. - - The Purchase Price represents a significant premium over the prices at which Units changed hands before LAVRA's involvement. - - LAVRA's Offer provides Unitholders with liquidity and reduced risk. IN CLOSING, WE HOPE THAT YOU WILL CONSIDER ALL THE INFORMATION AND NOT JUST THE GENERAL PARTNER'S HALF TRUTHS AND MISREPRESENTATIONS. PLEASE REMEMBER, THE GENERAL PARTNER HAS GONE TO GREAT LENGTHS TO SQUASH LAVRA'S OFFER, WHILE AT THE SAME TIME WASTING PARTNERSHIP RESOURCES TO PROTECT ITS OWN ECONOMIC INTERESTS. We want to thank those Unitholders who have tendered to us. We are very encouraged by the positive response we continue to receive to our offers. For the many of you who have expressed interest in our Offer, please remember that the LAVRA Offer is currently scheduled to expire at 12:00 midnight, New York City time, on Friday, January 31, 1997. IF YOU HAVE NOT YET TENDERED WE STRONGLY URGE YOU TO TAKE ADVANTAGE OF OUR OFFER. There was some delay in mailing checks from LAVRA's prior offer because the Partnership did not verify the ownership of units as fast as we wanted. Please fill out your letter of transmittal accurately to reduce the chance this will happen again. If you have any questions concerning LAVRA's Offer or this letter, we encourage you to call our information agent, Beacon Hill Partners at (800) 854-9486. LAVRA, INC. /s/ Gary L. Davidson, President and CEO 3 Unitholders are encouraged to read in its entirety the Offer to Purchase dated December 23, 1996 for more information. Unitholders desiring more information or an additional Letter of Transmittal can contact the Information Agent: Beacon Hill Partners 90 Broad Street New York, New York 10004 (800) 854-9486 The offer expires at 12:00 Midnight, New York City time, on Friday, January 31, 1997, unless the Purchaser in its sole discretion extends the period of time during which the Offer is open. As described in the Offer, the Purchaser has expressly reserved the right to extend the period of time during which the Offer is open for any reason, by giving oral or written notice of the extension to the Depositary prior to the scheduled expiration time. Any extension will be followed as promptly as practicable by a press release or public announcement made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. -----END PRIVACY-ENHANCED MESSAGE-----