SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[x] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
ARV Assisted Living, Inc.
(Name of Registrant as Specified in Its Charter)
Emeritus Corporation
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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Contacts: Kelly J. Price
Chief Financial Officer
Emeritus Corporation
206-298-2909
or
Roy Winnick/Mark Semer
Kekst and Company
212-521-4842/4802
EMERITUS CORP. REQUESTS THAT THE AMERICAN STOCK
EXCHANGE INVESTIGATE APPARENT RULES VIOLATIONS BY ARV
ASSISTED LIVING, INC.
SEATTLE, WA, December 15, 1997 -- Emeritus Corporation (Amex: ESC), of
Seattle, a leader in the assisted living industry, said today that it has
brought to the attention of the American Stock Exchange a transaction by
ARV Assisted Living, Inc. (Amex: SRS; formerly Nasdaq: ARVI) which it
believes violated an American Stock Exchange rule that requires Amex-listed
companies to obtain shareholder approval before selling more than 20
percent of their common stock outstanding to another party at a discount to
market.
In a letter to the American Stock Exchange sent last week, Emeritus pointed
out "certain actions recently taken by ARV Assisted Living, Inc. . . .
which we believe have circumvented and violated Section 713 ('Section 713')
of the Amex Listing Standards, Policies and Requirements."
Specifically, the letter stated, "On December 8, 1997 ARV announced that it
had redeemed $60 million of 6.75% Convertible Subordinated Notes due 2007
(the 'Convertible Notes') issued on October 30, 1997 and held by Prometheus
Assisted Living LLC ('Prometheus') for approximately 4.3 million shares of
ARV common stock after taking into account the redemption premium of
23.214%. We believe that what ARV has done by issuing and then redeeming
the Convertible Notes six weeks later is to repackage an earlier deal with
Prometheus in such a way as to circumvent Section 713 and avoid shareholder
approval for the sale of more than 20% of ARV."
As previously reported, Emeritus, which currently owns more than one
million shares of ARV Common Stock, filed suit last week in Superior Court
in Orange County, California, seeking, among other things, to rescind ARV's
redemption of the $60 million principal amount of ARV's 6.75% Convertible
Subordinated Notes due 2007 that were issued to Prometheus Assisted Living
LLC ("Prometheus") just six weeks earlier. Including the approximately 4.3
million shares of ARV Common Stock issued in connection with that
redemption, Prometheus to date has purchased, according to ARV's
calculations, 39% of ARV's common stock at an effective price of $14 per
share -- well below the value of $17.25 per share as represented in ARV's
recent press release and also at a discount to the current market price.
Emeritus filed the lawsuit last week in part because it believes that ARV
shareholders have been significantly diluted and have been effectively
precluded from considering an alternative proposal that represents greater
value, namely, the Emeritus offer to acquire ARV for $16.50 per share in
cash.
Emeritus is a senior housing services company focused on operating
residential-style assisted-living communities. These communities provide
a residential housing alternative for senior citizens who need help with
the activities of daily living. Emeritus currently holds interests in 116
communities representing capacity for 11,000 residents in 25 states and Canada
(including a minority interest in Alert Care Corp.). Emeritus' common stock is
traded on the American Stock Exchange under the symbol "ESC".
The following persons may be considered to be participants in the
forthcoming proxy solicitation (those marked with an * are Emeritus'
proposed nominees for election to ARV's board): Emeritus Corporation,
Martin Roffe*, Thilo Best *, Richard Sontgerath*, Al Edmiston*, Frank
Ruffo*, Charles Uhlman*, Stanley Baty*, Jason Geisenger*, Patrick Duff*,
Jonathan Teague*, Jim Keller*, Bill Shorten*, Suzette McCanless*, Gary
Becker*, Russ Kubik*, Deutsche Morgan Grenfell Inc. ("DMG"), Federico
G.M. Mennella, and Philip Noblet. The persons listed above may have an
interest in the election of the Emeritus nominees due to the fact that
Emeritus has approached ARV with an acquisition proposal and the election
of the Emeritus nominees to the ARV Board may facilitate a transaction
between ARV and Emeritus. In the normal course of their business, DMG
and its associates may from time to time buy and sell securities issued
by ARV and its affiliates for their own account and for the accounts of
their customers, which transactions may result from time to time in DMG
and its associates having a net "long" or net "short" position in ARV
securities or option contracts or other derivatives in or relating to ARV
securities. Emeritus is the beneficial owner of 1,077,200 shares of ARV
common stock. Stanley Baty, an Emeritus nominee, owns 1,000 shares of ARV
common stock. To the knowledge of Emeritus, none of the other persons
listed above has any interest, direct or indirect, by security holdings
or otherwise in ARV. DMG does not admit that it or any of its directors,
officers or employees is a participant in the solicitation by Emeritus.
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