-----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, O2kmL19S8vgRlUPOTJOhp7RNCghdUO4xOP4WWzw4ioBhnGS/dRjpBpFB5yMZew4/ 9V7bxnjUmVeCA35/jEmnvA== 0000895345-03-000095.txt : 20030219 0000895345-03-000095.hdr.sgml : 20030219 20030219142457 ACCESSION NUMBER: 0000895345-03-000095 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030219 SUBJECT COMPANY: 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: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44631 FILM NUMBER: 03572410 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LAZARD FRERES REAL ESTATE INVESTORS LLC CENTRAL INDEX KEY: 0001042593 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA STREET 2: 63RD FL CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2126326000 MAIL ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA STREET 2: 63RD FL CITY: NEW YORK STATE: NY ZIP: 10020 SC 13D/A 1 lp13da_lazard.txt SCHEDULE 13D (AMENDMENT #18) SCHEDULE 13D (RULE 13D-101) Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Under the Securities Exchange Act of 1934 (Amendment No. 18)* ARV ASSISTED LIVING, INC. - ------------------------------------------------------------------------------ (Name of Issuer) Common Stock, par value $0.01 per share - ------------------------------------------------------------------------------ (Title of Class of Securities) 00204C107 ---------------------------------------------------- (CUSIP Number) Marjorie L. Reifenberg, Esq. Lee S. Parks, Esq. Lazard Freres Real Estate Investors Fried, Frank, Harris, Shriver & L.L.C. Jacobson 30 Rockefeller Plaza One New York Plaza New York, New York 10020 New York, New York 10004 (212) 632-6000 (212) 859-8000 - ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) February 18, 2003 - ------------------------------------------------------------------------------ (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box |_|. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 00204C107 PAGE 2 OF 12 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Prometheus Assisted Living LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 7,595,069 shares of Common Stock REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- 10 SHARED DISPOSITIVE POWER 7,595,069 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,595,069 shares of Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X] EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.5% 14 TYPE OF REPORTING PERSON OO SCHEDULE 13D CUSIP No. 00204C107 PAGE 3 OF 12 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON LF Strategic Realty Investors II L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO, BK 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 8,345,069 shares of Common Stock REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- 10 SHARED DISPOSITIVE POWER 8,345,069 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,345,069 shares of Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.8% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 00204C107 PAGE 4 OF 12 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON LFSRI II Alternative Partnership L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO, BK 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 7,595,069 shares of Common Stock REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- 10 SHARED DISPOSITIVE POWER 7,595,069 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,595,069 shares of Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X] EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.5% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 00204C107 PAGE 5 OF 12 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON LFSRI II - CADIM Alternative Partnership L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO, BK 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 7,595,069 shares of Common Stock REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- 10 SHARED DISPOSITIVE POWER 7,595,069 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,595,069 shares of Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X] EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.5% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 00204C107 PAGE 6 OF 12 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lazard Freres Real Estate Investors L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO, BK 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 8,345,069 shares of Common Stock REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- 10 SHARED DISPOSITIVE POWER 8,345,069 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,345,069 shares of Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.8% 14 TYPE OF REPORTING PERSON OO SCHEDULE 13D CUSIP No. 00204C107 PAGE 7 OF 12 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lazard Freres & Co. LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO, BK 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 8,345,069 shares of Common Stock REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- 10 SHARED DISPOSITIVE POWER 8,345,069 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,345,069 shares of Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.8% 14 TYPE OF REPORTING PERSON OO SCHEDULE 13D CUSIP No. 00204C107 PAGE 8 OF 12 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON LFSRI II Assisted Living LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 750,000 shares of Common Stock REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- 10 SHARED DISPOSITIVE POWER 750,000 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 750,000 shares of Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X] EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.1% 14 TYPE OF REPORTING PERSON OO This Amendment No. 18 to Schedule 13D is filed by Prometheus Assisted Living LLC, a Delaware limited liability company ("Prometheus"), LF Strategic Realty Investors II L.P., a Delaware limited partnership, LFSRI II Alternative Partnership L.P., a Delaware limited partnership, LFSRI II-CADIM Alternative Partnership L.P., a Delaware limited partnership, Lazard Freres Real Estate Investors L.L.C., a New York limited liability company ("LFREI"), LFSRI II Assisted Living LLC, a Delaware limited liability company, and Lazard Freres & Co. LLC, a New York limited liability company. Capitalized terms used herein but not defined shall have the meanings ascribed thereto in the Schedule 13D, as amended, originally filed by Prometheus and LFREI on July 23, 1997 (as amended, the "Initial Schedule 13D"). The Initial Schedule 13D is hereby amended as follows: ITEM 2. IDENTITY AND BACKGROUND. Item 2 is hereby amended to add the following information to the table contained in Schedule 2 (Management Committee of Lazard Freres & Co. LLC) to the Initial Schedule 13D: Name Principal Occupation ---- -------------------- Charles Stonehill Managing Director and (citizen of the United States and Head of Global Capital Markets of the United Kingdom) Lazard Freres & Co. LLC The references to Andrew E. Zobler and his principal occupation contained in Schedule 1 (Executive Officers and Members of Investment Committee of Lazard Freres Real Estate Investors L.L.C.) of the Initial Schedule 13D are hereby deleted in their entirety. ITEM 4. PURPOSE OF TRANSACTION. Item 4 is amended to add the following: Assisted Living, Inc. (the "Company") has outstanding 6-3/4% Convertible Subordinated Notes due 2006 (the "Notes") issued under the terms of an Indenture (the "Indenture"), dated as of April 3, 1996, between the Company and The Chase Manhattan Bank, N.A., as trustee. Under the terms of the Indenture, after the completion of the merger (the "Merger") contemplated by the Agreement and Plan of Merger (the "Agreement"), dated as of January 3, 2003, by and among Prometheus, Jenny Merger Corp. and the Company, the Notes will no longer be convertible into shares of the Company's common stock. Instead, upon conversion of any Note, the holder of such Note will receive an amount equal to $3.90, the consideration being paid for each share of the Company's common stock under the Agreement, multiplied by the number of shares of the Company's common stock into which the Note was convertible prior to the Merger, without interest. The terms of the Indenture and the Notes would require the Company, within 30 days after completion of the Merger, to mail to each holder of a Note an offer (a "Change of Control Offer") to repurchase all or any portion of the holder's Notes at a purchase price equal to 101% of the principal amount of the holder's Notes plus accrued and unpaid interest. Under the terms of the Indenture, the Company has the right, at any time, to redeem all or a portion of the Notes then outstanding at the following redemption prices (expressed as percentages of the principal amount), together with accrued interest to the redemption date, if redeemed during the twelve month period beginning April 1: YEAR REDEMPTION PRICE ---- ---------------- 2002 102.700% 2003 102.025% 2004 101.350% 2005 100.675% Prometheus presently intends to cause the Company to redeem promptly after the completion date of the Merger all of the outstanding Notes at the applicable redemption price set forth above instead of making a Change of Control Offer. In addition, prior to the completion of the Merger, Prometheus or one of its affiliates may, with the approval of the board of directors of the Company (the "Board") and the special committee of the Board, purchase outstanding Notes in open market or privately negotiated transactions. SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: February 18, 2003 PROMETHEUS ASSISTED LIVING LLC By: LF Strategic Realty Investors II L.P., LFSRI II Alternative Partnership L.P., and LFSRI II-CADIM Alternative Partnership L.P., its managing members By: Lazard Freres Real Estate Investors L.L.C. its general partner By: /s/ John A. Moore ------------------------ Name: John A. Moore Title: Managing Principal and Chief Financial Officer LF STRATEGIC REALTY INVESTORS II L.P. By: Lazard Freres Real Estate Investors L.L.C., its general partner By: /s/ John A. Moore ---------------------- Name: John A. Moore Title: Managing Principal and Chief Financial Officer LFSRI II ALTERNATIVE PARTNERSHIP L.P. By: Lazard Freres Real Estate Investors L.L.C., its general partner By: /s/ John A. Moore --------------------- Name: John A. Moore Title: Managing Principal and Chief Financial Officer LFSRI II-CADIM ALTERNATIVE PARTNERSHIP L.P. By: Lazard Freres Real Estate Investors L.L.C., its general partner By: /s/ John A. Moore --------------------- Name: John A. Moore Title: Managing Principal and Chief Financial Officer LAZARD FRERES REAL ESTATE INVESTORS L.L.C. By: /s/ John A. Moore --------------------- Name: John A. Moore Title: Managing Principal and Chief Financial Officer LAZARD FRERES & CO. LLC By: /s/ Scott D. Hoffman -------------------------- Name: Scott D. Hoffman Title: Managing Director LFSRI II ASSISTED LIVING LLC By: LF Strategic Realty Investors II L.P., its managing member By: Lazard Freres Real Estate Investors L.L.C. its general partner By: /s/ John A. Moore ------------------------ Name: John A. Moore Title: Managing Principal and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----