0001095811-01-505801.txt : 20011030
0001095811-01-505801.hdr.sgml : 20011030
ACCESSION NUMBER: 0001095811-01-505801
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 3
CONFORMED PERIOD OF REPORT: 20011008
ITEM INFORMATION: Other events
ITEM INFORMATION: Financial statements and exhibits
FILED AS OF DATE: 20011025
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: ARV ASSISTED LIVING INC
CENTRAL INDEX KEY: 0000949322
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-NURSING & PERSONAL CARE FACILITIES [8050]
IRS NUMBER: 330160968
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-26980
FILM NUMBER: 1765684
BUSINESS ADDRESS:
STREET 1: 245 FISCHER AVE
STREET 2: SUITE D-1
CITY: COSTA MESA
STATE: CA
ZIP: 92626
BUSINESS PHONE: 7147517400
MAIL ADDRESS:
STREET 1: 245 FISCHER AVENUE
STREET 2: SUITE D-1
CITY: COSTA MESA
STATE: CA
ZIP: 92626
8-K
1
a76498e8-k.txt
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: October 8, 2001
ARV ASSISTED LIVING, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-26980 33-0160968
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
245 Fischer Avenue, D-1
Costa Mesa, CA 92626
(Address of Principal Executive Offices and Zip Code)
(714) 751-7400
(Registrant's telephone number, including area code)
Item 5. Other Events
(a) ARV Assisted Living, Inc., the Managing General Partner of American
Retirement Villas Properties III, L.P., announced on October 18, 2001 it is
commencing a cash tender offer, through a wholly-owned limited partnership, ARVP
Acquisition, L.P., for up to 10,000 limited partnership units for a net cash
purchase price of $360 per unit (the "Offer"). The Offer, which begins on
October 18, 2001, will expire at 12:00 p.m. (Eastern Time) on Thursday, November
15, 2001. The Offer is conditioned upon, among other things, there being validly
tendered and not withdrawn a number of units that will constitute at least a
majority of the outstanding units in ARVP III.
The terms and conditions of the Offer are set forth in the Schedule TO, Offer to
Purchase and Letter of Transmittal, filed with the Securities and Exchange
Commission on October 18, 2001.
The press release relating to the forgoing is attached hereto as Exhibit 99.1
and incorporated herein by reference.
(b) ARV Assisted Living Inc. announced on October 8, 2001 that it has entered
into new property management contracts with an affiliate of Texas-based Lone
Star Funds, providing for ARV to manage three assisted living communities
located in Texas and New Mexico.
Since 1995, Lone Star Funds has organized equity investments in excess of $4
billion for real estate related investments. Lone Star Funds has appointed ARV
to manage a 99-unit community in Harlingen, Texas providing assisted living and
Alzheimer's care, a 92-unit community in Roswell, N.M. providing assisted living
and Alzheimer's care, and a 12-unit seniors apartment project also in Roswell.
In addition, the parties are negotiating to appoint ARV as manager of a 52-unit
assisted living community in Denison, Texas within the next several weeks. These
new management contracts provide for ARV to realize significant base management
fees and the opportunity to earn incentive management fees based upon improved
operations.
ARV also announced that as the result of its election not to exercise an
uneconomic real estate purchase option, it was removed as a manager of Encino
Renovation LLC and Berkshire Renovation LLC (companies), pursuant to an Oct. 1,
2001 notice received from the remaining, and now sole, manager of the companies,
Vintage/ABR (Renovation) LLC (Vintage/ABR).
Although Vintage/ABR has taken no further action as of the date of this release,
the operating agreements for both companies provide that Vintage/ABR may elect
to terminate ARV as manager of the Encino Terrace assisted living community
located in Encino, Calif. and of the Berkshire assisted living community located
in Berkeley, Calif. and designate a successor manager, which may be one of its
own members, under terms negotiated by Vintage/ABR.
The selection of the new property manager will remain subject to approval by the
first mortgage lender for the communities and such approval is not assured.
Termination of ARV's management
of the two communities could result in the loss of gross management fees in the
amount of $130,000 annually. ARV is reviewing the situation and will respond as
deemed necessary.
In a related development, ARV, as the managing general partner of American
Retirement Villas Properties III L.P. (ARVP III), received notice of an
unsolicited offer to purchase up to 10,000 limited partnership units of ARVP III
for a net cash price of $300 per unit in cash from C3 Capital, LLC, subject to
reduction under certain circumstances. The offer is subject to various
conditions.
Vintage Senior Housing LLC, a managing member of Vintage/ABR, is also a member
of C3 Capital LLC. ARV also confirmed its receipt of notice that C3 Capital LLC
intended to solicit the consent of the ARVP III limited partners to remove ARV
as the managing general partner of the partnership and terminate ARV as the
manager to the two assisted living communities owned by ARVP III in Camarillo,
Calif. and Chandler, Ariz.
At the same time, C3 Capital LLC proposes to appoint its own member, Vintage
Senior Housing LLC, as the new property manager for the communities. In the
event that C3 Capital LLC succeeds in removing ARV as the managing general
partner and terminating the ARV property management agreements, ARV will sustain
the loss of gross management and administration fees in the amount of $450,000
per year.
The press release relating to the forgoing is attached hereto as Exhibit 99.2
and incorporated herein by reference.
-2-
Item 7. Exhibits
(c) Exhibits.
Exhibit No. Description
----------- -----------
99.1 Press Release dated October 18, 2001
99.2 Press Release dated October 8, 2001
-3-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ARV ASSISTED LIVING, INC.
Date: October 24, 2001 By: / s / Douglas Pasquale
----------------------------
Name: Douglas Pasquale
Title: Chief Executive Officer
-4-
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
99.1 Press Release dated October 18, 2001
99.2 Press Release dated October 8, 2001
-5-
EX-99.1
3
a76498ex99-1.txt
EXHIBIT 99.1
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
October 18, 2001
ARV Assisted Living, Inc. Commences Tender Offer for American Retirement Villas
Properties III, L.P.
COSTA MESA, CA., October 18, 2001. ARV Assisted Living, Inc., the Managing
General Partner of American Retirement Villas Properties III, L.P., today
announced it is commencing a cash tender offer, through a wholly-owned limited
partnership, ARVP Acquisition, L.P., for up to 10,000 limited partnership units
for a net cash purchase price of $360 per unit. The Offer, which begins today,
will expire at 12:00 p.m. (Eastern Time) on Thursday, November 15, 2001. The
Offer is conditioned upon, among other things, there being validly tendered and
not withdrawn a number of units that will constitute at least a majority of the
outstanding units in ARVP III.
The Offer has been made in response to an earlier hostile tender offer made by
C3 Capital, LLC, a newly formed company, to purchase up to 10,000 limited
partnership units in ARVP III at a net cash purchase price of $300 per unit. ARV
has determined that the hostile offer made by C3 Capital is not in the best
interests of limited partners and has recommended that limited partners reject
the hostile offer and not tender their units to C3 Capital.
Founded in 1980, ARV is one of the largest operators of assisted living
communities in the nation, currently operating 57 communities containing
approximately 6,800 units in ten states.
THIS NEWS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY. IT DOES NOT CONSTITUTE A
SOLICITATION/RECOMMENDATION STATEMENT WITH RESPECT TO THE TENDER OFFER FOR ARVP
III'S LIMITED PARTNERSHIP UNITS. ARVP III'S UNITHOLDERS WILL BE ABLE TO OBTAIN
ARVP III'S SOLICITATION/RECOMMENDATION STATEMENT FOR FREE WHEN IT BECOMES
AVAILABLE AT THE SEC'S WEB SITE AT WWW.SEC.GOV. ARV HAS URGED THE ARVP III
UNITHOLDERS TO CAREFULLY REVIEW ANY SUCH SOLICITATION/RECOMMENDATION STATEMENT
PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO THE TENDER OFFER PROPOSAL.
Contact: ARV Assisted Living Inc.
Abdo H. Khoury, President
and Chief Financial Officer
714/751-7400
EX-99.2
4
a76498ex99-2.txt
EXHIBIT 99.2
EXHIBIT 99.2
MONDAY OCTOBER 8, 6:37 PM EASTERN TIME
PRESS RELEASE
SOURCE: ARV Assisted Living Inc.
ARV ASSISTED LIVING INC. ANNOUNCES MANAGEMENT CONTRACT CHANGES
COSTA MESA, Calif. -- (BUSINESS WIRE) -- Oct. 8, 2001 -- ARV Assisted Living
Inc. (AMEX: SRS - news) today announced that it has entered into new property
management contracts with an affiliate of Texas-based Lone Star Funds, providing
for ARV to manage three assisted living communities located in Texas and New
Mexico.
Since 1995, Lone Star Funds has organized equity investments in excess of $4
billion for real estate related investments. Lone Star Funds has appointed ARV
to manage a 99-unit community in Harlingen, Texas providing assisted living and
Alzheimer's care, a 92-unit community in Roswell, N.M. providing assisted living
and Alzheimer's care, and a 12-unit seniors apartment project also in Roswell.
In addition, the parties are negotiating to appoint ARV as manager of a 52-unit
assisted living community in Denison, Texas within the next several weeks. These
new management contracts provide for ARV to realize significant base management
fees and the opportunity to earn incentive management fees based upon improved
operations.
ARV also announced that as the result of its election not to exercise an
uneconomic real estate purchase option, it was removed as a manager of Encino
Renovation LLC and Berkshire Renovation LLC (companies), pursuant to an Oct. 1,
2001 notice received from the remaining, and now sole, manager of the companies,
Vintage/ABR (Renovation) LLC (Vintage/ABR).
Although Vintage/ABR has taken no further action as of the date of this release,
the operating agreements for both companies provide that Vintage/ABR may elect
to terminate ARV as manager of the Encino Terrace assisted living community
located in Encino, Calif. and of the Berkshire assisted living community located
in Berkeley, Calif. and designate a successor manager, which may be one of its
own members, under terms negotiated by Vintage/ABR.
The selection of the new property manager will remain subject to approval by the
first mortgage lender for the communities and such approval is not assured.
Termination of ARV's management of the two communities could result in the loss
of gross management fees in the amount of $130,000 annually. ARV is reviewing
the situation and will respond as deemed necessary.
In a related development, ARV, as the managing general partner of American
Retirement Villas Properties III L.P. (ARVP III), received notice of an
unsolicited offer to purchase up to 10,000 limited partnership units of ARVP III
for a net cash price of $300 per unit in cash from C3
Capital, LLC, subject to reduction under certain circumstances. The offer is
subject to various conditions.
Vintage Senior Housing LLC, a managing member of Vintage/ABR, is also a member
of C3 Capital LLC. ARV also confirmed its receipt of notice that C3 Capital LLC
intended to solicit the consent of the ARVP III limited partners to remove ARV
as the managing general partner of the partnership and terminate ARV as the
manager to the two assisted living communities owned by ARVP III in Camarillo,
Calif. and Chandler, Ariz.
At the same time, C3 Capital LLC proposes to appoint its own member, Vintage
Senior Housing LLC, as the new property manager for the communities. In the
event that C3 Capital LLC succeeds in removing ARV as the managing general
partner and terminating the ARV property management agreements, ARV will sustain
the loss of gross management and administration fees in the amount of $450,000
per year.
ARV, as the managing general partner, will review the offer, evaluate
alternatives, and promptly make a recommendation regarding the offer to the
limited partners. ARV has urged the limited partners not to take any action with
respect to the offer until ARV makes its recommendation.
Founded in 1980, ARV is one of the largest operators of assisted living
communities in the nation, currently operating 57 communities containing
approximately 6,800 units in 10 states.
This news release includes statements that may constitute "forward-looking"
statements, usually containing the words "believe", "estimate", "project",
"expect" or similar expressions. These statements are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements inherently involve risks and uncertainties that could
cause actual results to differ materially from the forward-looking statements.
Factors that would cause or contribute to such differences include, but are not
limited to, continued acceptance of the company's products and services in the
marketplace, competitive factors, changes in regulatory environments, and other
risks detailed in the company's periodic reports filed with the Securities and
Exchange Commission. By making these forward-looking statements, the company
undertakes no obligation to update these statements for revisions or changes
after the date of this release.
This news release is for informational purposes only. It does not constitute a
solicitation/recommendation statement with respect to the tender offer for ARVP
III's limited partnership units or a solicitation of consents with respect to
the limited partnership units. ARVP III's unitholders will be able to obtain
ARV's solicitation/recommendation statement with respect to the tender offer for
free when it becomes available at the SEC's Web site at www.sec.gov. ARV urges
the ARVP III unitholders to carefully review any such
solicitation/recommendation statement prior to making any decisions with respect
to the tender offer proposal.
Contact: ARV Assisted Living Inc., Costa Mesa
Abdo H. Khoury, 714/751-7400