-----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, EZlijK9TTNKsKsYH7xX7+pnakn4SdGQcCxU6NV7WKiuxTIp/4JwWQmg9RhVpiHHb GZdaWOJ3eRx+eFHwi4N5IQ== 0001209191-04-045862.txt : 20040927 0001209191-04-045862.hdr.sgml : 20040927 20040927211012 ACCESSION NUMBER: 0001209191-04-045862 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040924 FILED AS OF DATE: 20040927 DATE AS OF CHANGE: 20040927 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN RETIREMENT VILLAS PROPERTIES II CENTRAL INDEX KEY: 0000830156 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 330278155 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 245 FISCHER AVE STE D1 CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 7147517400 MAIL ADDRESS: STREET 2: 245 FISCHER AVE STE D1 CITY: COSTA MESA STATE: CA ZIP: 92626 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ARV ASSISTED LIVING INC CENTRAL INDEX KEY: 0000949322 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-NURSING & PERSONAL CARE FACILITIES [8050] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 033-20413 FILM NUMBER: 041048174 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 4 1 bla02051_bla2.xml MAIN DOCUMENT DESCRIPTION X0202 4 2004-09-24 0000830156 AMERICAN RETIREMENT VILLAS PROPERTIES II N/A 0000949322 ARV ASSISTED LIVING INC 501 SOUTH FOURTH AVENUE SUITE 140 LOUISVILLE KY 40202 0 0 1 1 Managing General Partner Limited Partnership Units 2004-09-16 4 P 1 7008.34 400 A 35019.88 D See Exhibit 99 The Reporting Person received notice on September 24, 2004 of the filing of a certificate of merger giving effect as of September 16, 2004 to its acquisition of the securities reported in item 4 of Table I, as further discussed in Exhibit 99 hereto. By ARVP II Acquisition LLC, a Delaware limited liability company and wholly owned subsdiary of ARV assisted Living, Inc. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a) MARK JESSEE 2004-08-28 EX-99 2 ex99.htm ADDITIONAL EXHIBITS EXHIBIT 99

EXHIBIT 99

     
Name and Address of Reporting Person:
  ARV Assisted Living, Inc.
  501 South Fourth Avenue, Suite 140
  Louisville, KY 40202
Issuer Name and Ticker
or Trading Symbol:
  American Retirement Villas Properties II,
a California limited partnership
Statement for Month/Day/Year:
  09/24/2004

Explanation of Responses:

     The transaction reported on this Form 4 occurred as part of a “going private” transaction of the Issuer, in which ARV Assisted Living, Inc., a Delaware corporation (“ARV”) increased its beneficial ownership in the Issuer from approximately 79.99% to 100%. This transaction was effected pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 24, 2004, by and between the Issuer and ARVP II Acquisition, L.P., a California limited partnership (“Purchaser”), and approved by the board of directors of ARV Assisted Living, Inc., a Delaware corporation (“ARV”).

     The merger became effective as of September 16, 2004 pursuant to a Certificate of Merger filed with the Secretary of State of California, at which time (the “Effective Time”) Purchaser was merged with and into the Issuer, with the Issuer as the surviving corporation.

     Immediately prior to the Effective Time, there were 35,019.88 units of limited partnership of the Issuer (“Units”) issued and outstanding. Immediately prior to the Effective Time, ARV and its subsidiaries held 28,011.51 Units, representing approximately 79.99% of the outstanding Units.

     At the Effective Time, (i) each Unit issued and outstanding immediately prior to the Effective Time (other than any Units held (1) by Purchaser, (2) ARV and its subsidiaries, and (3) in the treasury of the Issuer or by any wholly owned subsidiary of the Issuer), was automatically converted into and become the right to receive pursuant to the Merger Agreement $400.00 in cash per Unit, without interest thereon (the “LP Merger Consideration”), and (ii) each special limited partnership interest (“SPL Interest”) issued and outstanding immediately prior to the Effective Time was automatically converted into and became the right to receive pursuant to the Merger Agreement $26,265.00 in cash per SPL Interest, without interest thereon (the “SPL Merger Consideration” and, together with the LP Merger Consideration, the “Merger Consideration”).

     At the Effective Time, (i) the Units held (1) in the treasury of the Issuer, (2) by any wholly owned subsidiary of the Issuer, and (3) by the Purchaser, were cancelled and retired and no payment was made with respect thereto, (ii) each Unit held by ARV and its subsidiaries issued and outstanding immediately prior to the Effective Time remains issued and outstanding and continues to represent a Limited Partner interest in Issuer and no payment of Merger Consideration was made in respect of such Units held by ARV and its subsidiaries, and (iii) the limited partnership interest in Purchaser owned by ARVP II Acquisition LLC, a Delaware limited liability company and wholly owned subsidiary of ARV (“ARV LLC”), was automatically converted into and became one fully paid and non-assessable Unit of Issuer representing a Limited Partner interest in Issuer.

 

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