<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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*: $16,003,163 AMOUNT OF FILING FEE: $3,201
- ---------------
* For purposes of calculating the filing fee only. This amount assumes the
purchase of 2,462,025 units representing assignments of limited partnership
interests (the "Units") of the subject partnership for $6.50 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.
<TABLE>
<S> <C> <C> <C>
Amount Previously Paid: $3,072 Filing Party: ARV Assisted Living, Inc.
Form or Registration No.: Schedule 14D-1 Date Filed: November 8, 1996
</TABLE>
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Index to Exhibits Located at Page 6
<PAGE> 2
14D-1
CUSIP No. 820930105
<TABLE>
<C> <S>
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ARV Assisted Living, Inc.
33-0160968
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCES OF FUNDS
WC, BK
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR
2(f) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
California
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7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,225 Units, which number includes 32,275 Units held of record by LAVRA, Inc.
LAVRA, Inc. has contracts to purchase an additional 9,100 Units.
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8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES [ ]
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9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 1%.
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10. TYPE OF REPORTING PERSON
CO
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</TABLE>
2
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14D-1
CUSIP No. 820930105
<TABLE>
<C> <S>
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LAVRA, Inc.
33-0650949
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCES OF FUNDS
AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR
2(f) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,275 Units. Reporting person has contracts to purchase an additional 9,100 Units.
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8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES [ ]
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9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Less than 1%
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10. TYPE OF REPORTING PERSON
CO
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</TABLE>
AMENDMENT NO. 1 TO SCHEDULE 14D-1
This Amendment No. 1 amends the Tender Offer Statement on Schedule 14D-1
filed with the Commission on November 8, 1996 by LAVRA, Inc., a Delaware
corporation (the "Purchaser") and wholly-owned subsidiary of ARV Assisted
Living, Inc., a California corporation ("ARV") (the "Schedule 14D-1"), to
increase the number of units sought, to increase the purchase price, and to
extend the expiration date. As amended, this statement relates to the offer by
the Purchaser to purchase up to 2,462,025 of the units representing assignments
of limited partnership interests (the "Units") of Senior Income Fund L.P., a
Delaware limited partnership (the "Partnership"), at a purchase price of $6.50
per Unit, less the amount of Distributions (as defined in the Offer to Purchase
dated November 8, 1996), if any, made by the Partnership from November 8, 1996,
the date the Offer, to the date on which the Purchaser purchases the tendered
Units, except for a distribution of $0.075 per Unit made for the quarter ended
September 30, 1996, upon the terms and subject to the conditions set forth in
the Offer to Purchase dated November 8, 1996, as it may be supplemented or
amended from time to time (the "Offer to Purchase"), including by the Notice of
Increase and Supplement to Offer to Purchase dated November 25, 1996 (the
"Supplement"), 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 and the Supplement, constitutes the "Offer"), to include
the information set forth below. Terms not otherwise defined herein shall have
the meaning given to them in the Schedule 14D-1 and the Offer to Purchase. The
following items are amended as follows:
3
<PAGE> 4
ITEM 1. SECURITY AND SUBJECT COMPANY.
Item 1(b) is hereby amended by adding the following:
Reference is hereby made to the information set forth in the cover
page and in the "Introduction" of the Supplement, attached hereto as
Exhibit 99.7, which is incorporated herein by reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 4(a) is hereby amended by adding the following:
Reference is hereby made to the information set forth in "Certain
Additional Information Concerning the Purchaser and ARV" of the Supplement,
attached hereto as Exhibit 99.7, which is incorporated herein by reference.
A portion of the funds used to purchase Units may be derived from ARV's
existing line of credit maintained on customary terms and in the normal
course of business.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6(a) is hereby amended by adding the following:
Reference is made to the information set forth in "Certain Additional
Information Concerning the Purchaser and ARV" of the Supplement, attached
hereto as Exhibit 99.7, which is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby amended by adding the following:
Reference is specifically made to the entire text of the Supplement,
attached hereto as Exhibit 99.7, and the revised Letter of Transmittal
attached hereto as Exhibit 99.8, which are incorporated herein by
reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended by deleting Exhibit 99.6 (Letter to Unitholders,
dated November 8, 1996), which was not distributed, and by adding the following,
which are attached hereto as exhibits:
99.6 Deleted
99.7 Notice of Increase and Supplement to Offer to Purchase, dated
November 25, 1996.
99.8 Revised Letter of Transmittal
99.9 Press Release dated November 25, 1996.
4
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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: November 25, 1996
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
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<C> <C> <S>
99.6 -- Deleted
99.7 -- Notice of Increase and Supplement to Offer to Purchase, dated November 25,
1996
99.8 -- Revised Letter of Transmittal
99.9 -- Press Release, dated November 25, 1996
</TABLE>
<PAGE> 1
EXHIBIT 99.7
NOTICE OF INCREASE
AND
SUPPLEMENT TO OFFER TO PURCHASE FOR CASH
UP TO 2,462,025 UNITS REPRESENTING ASSIGNMENTS OF
LIMITED PARTNERSHIP INTERESTS
OF
SENIOR INCOME FUND L.P.
FOR
$6.50 NET PER UNIT
BY
LAVRA, INC.,
A WHOLLY-OWNED SUBSIDIARY
OF
ARV ASSISTED LIVING, INC.
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THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME ON FRIDAY, DECEMBER 13, 1996,
UNLESS THE OFFER IS EXTENDED.
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LAVRA, Inc., a Delaware corporation (the "Purchaser") and wholly-owned
subsidiary of ARV Assisted Living, Inc., a California corporation ("ARV"),
hereby supplements and amends its offer to purchase units representing
assignments of limited partnership interests ("Units") in Senior Income Fund
L.P., a Delaware limited partnership (the "Partnership"), upon the terms and
conditions set forth in the Offer to Purchase, dated November 8, 1996 (the
"Offer to Purchase"), in this Notice of Increase and Supplement (the
"Supplement"), and in the related Letter of Transmittal (the "Letter of
Transmittal"), as each may be supplemented or amended from time to time.
Capitalized terms used in this Supplement shall have the meanings given to them
in the Offer to Purchase. As amended, the Purchaser offers to purchase Units at
a net cash price of $6.50 per Unit (the "Purchase Price"), less the amount of
Distributions per Unit, if any, made by the Partnership from the date of the
Offer (as defined below), until the date on which the Purchaser purchases the
Units tendered pursuant to the Offer. The Purchaser will not treat the $0.075
per Unit distribution for the quarter ended September 30, 1996 made by the
Partnership as being made after the date of the Offer. The Offer to Purchase,
this Supplement and the Letter of Transmittal constitute the "Offer." The Offer
is not conditioned upon financing. The Offer has been extended and now expires
Friday, December 13, 1996 at 12:00 midnight, New York City Time.
------------------------
For More Information or for Further Assistance Please Call
or Contact the Information Agent:
BEACON HILL PARTNERS, INC.
(800) 854-9486 (Toll Free)
November 25, 1996
<PAGE> 2
To: Unitholders of Senior Income Fund L.P.
INTRODUCTION
The Purchaser hereby amends the Offer (1) to increase the number of Units
sought and to offer to purchase up to 2,462,025 Units, (2) to extend the
Expiration Date to 12:00 midnight, New York City Time, December 13, 1996, and
(3) to increase the Purchase Price to $6.50 per Unit, less the amount of
Distributions per Unit, if any, made by the Partnership from November 8, 1996,
the date of the Offer, until the date on which the Purchaser purchases the Units
tendered pursuant to the Offer (including distributions resulting from the
Partnership's settlement of its insurance claims relating to the earthquake
damage that occurred to certain of its Properties). The Purchaser will not treat
the $0.075 per Unit distribution for the quarter ended September 30, 1996 made
by the Partnership as being made after the date of the Offer. The Purchaser's
Offer is upon the terms set forth in the Offer to Purchase, this Supplement and
in the related Letter of Transmittal, as each may be amended from time to time.
An amended copy of the Letter of Transmittal is included for convenience.
In considering the Offer, Unitholders may wish to consider the following:
- Unitholders can receive $6.50 per Unit by accepting the Offer without
uncertainty about whether future sales of the Properties will occur, but
will give up the possibility that sales of the Partnership properties
could result in Distributions totalling more than $6.50 per Unit at some
time in the future.
- There is, as the General Partner acknowledges, no assurance the
Partnership can sell the Properties, what the sale prices will be, or
when sales might occur.
- The Purchase Price of $6.50 per Unit matches the General Partner's
minimum estimate of current net asset value per Unit as set forth in the
Partnership's Schedule 14D-9 filed with the Commission in response to
the Offer (the "Schedule 14D-9") and the Partnership's letter to
Unitholders dated November 21, 1996 (the "Response Letter").
- The Purchase Price of $6.50 per Unit also exceeds the $6.00 amount the
General Partner has estimated in the Response Letter could be
distributed from insurance proceeds and sales of the Properties, and
pays it without the uncertainty and delay involved in waiting to see if
sales actually occur.
- If the General Partner makes a Distribution of approximately $0.50 per
Unit from insurance proceeds as contemplated in the Response Letter,
that $0.50 Distribution will reduce the price paid for Units if it is
made before the purchase of Units pursuant to the Offer and will be
assigned to the Purchaser if Units are purchased pursuant to the Offer
before the $0.50 Distribution is made.
- The Offer is an immediate opportunity for Unitholders to liquidate their
investment in the Partnership, but Unitholders who tender their Units
will be giving up the opportunity to participate in any potential future
benefits from ownership of Units, including, for example, the right to
sell the Units later at a possibly higher price and the right to
participate in any future Distributions.
- A purchase pursuant to the Offer returns to Unitholders who purchased
Units when the Partnership was formed more than the amount of their
original investment not yet returned through Distributions.
ADDITIONAL INFORMATION REGARDING
DETERMINATION OF PURCHASE PRICE
The Partnership filed a Schedule 14D-9, which included the Response Letter
as an exhibit, on or about November 21, 1996. The Schedule 14D-9 and the
Response Letter state:
The Partnership's minimum estimate of current net asset value is
approximately $6.50 per Unit . . . . Such estimate takes into
consideration [recent offers from third parties for the Partnership's
assets], the independent appraisal of the Partnership's properties as
of December 31, 1995 and the Partnership's current assets and
liabilities. Such estimate also includes [a $3.2 million insurance
settlement]. It should be noted that the estimate of net asset value
is only an estimate of the current value and the actual amount
realizable upon a sale of the Partnership's properties may be
different.
1
<PAGE> 3
The Response Letter also states in part that the Partnership has received offers
for the Properties "at prices that, together with the insurance
proceeds . . . would result in cash distributions totalling approximately $6.00
per Unit." The Response Letter cautions that there can be no assurance sales
will actually be consummated or what the prices will be.
The Purchaser has increased its offer to match the minimum net asset value
of $6.50 per Unit estimated by the General Partner in the Schedule 14D-9 and the
Response Letter, each dated November 21, 1996. The Purchaser does not know if
current appraisals or sales would produce a higher or lower value of the
Partnership's assets.
CERTAIN ADDITIONAL INFORMATION CONCERNING THE PARTNERSHIP
According to the 1995 Form 10-K and the Partnership's Forms 10-Q for the
quarters ended March 31, 1996, June 30, 1996 and September 30, 1996, for the
period from the Partnership's inception to September 30, 1996, Unitholders were
paid cash Distributions totalling $4,735 per $10,000 investment. If the
Partnership actually makes the $0.50 Distribution per Unit described in the
Response Letter, the Distributions would be $5,235 per $10,000 investment.
CERTAIN ADDITIONAL INFORMATION CONCERNING THE PURCHASER AND ARV
Based on the Purchase Price of $6.50 per Unit, the Purchaser estimates that
the total amount of funds necessary to purchase all Units it is seeking to
purchase in the Offer is approximately $16,800,000. The Purchaser and ARV have
funds available either as cash on hand or under an existing secured line of
credit (maintained on customary terms including a floating rate of interest and
in the normal course of business) to purchase the Units sought by the amended
Offer. If used, funds from the line of credit will be repaid from ARV's
operations. The Purchaser's June 21 contract to purchase 6,600 Units has been
limited to 5,100 Units, thus limiting the total number of Units the Purchaser
had contracted to purchase to 9,100.
CERTAIN DETAILS OF THE OFFER
On the terms and subject to the conditions of the Offer, the Purchaser will
accept and purchase up to 2,462,025 Units that are validly tendered in
accordance with the Offer. Except as otherwise set forth in this Supplement, the
terms and conditions previously set forth in the Offer to Purchase remain
applicable in all respects to the Offer, and this Supplement should be read in
conjunction with the Offer to Purchase.
An amended copy of the Letter of Transmittal is included with this
Supplement for the convenience of Unitholders. Unitholders who have already sent
a previously circulated Letter of Transmittal do not have to do anything further
to receive the increased purchase price. The Purchaser will accept tenders made
on either the original or the amended Letters of Transmittal.
If more than 2,462,025 Units are validly tendered in accordance with the
procedures specified in Section 3 of the Offer to Purchase and not properly
withdrawn in accordance with the procedures specified in Section 5 of the Offer
to Purchase on or prior to the Expiration Date, the Purchaser will, upon the
terms and subject to the conditions of the Offer, take into account the number
of Units so tendered, accept for payment and pay for an aggregate of 2,462,025
Units, pro rata, according to the number of Units validly tendered by each
Unitholder and not properly withdrawn on or prior to the Expiration Date, with
appropriate adjustments to avoid purchases of fractional Units, and purchases
that would cause a Unitholder who sells less than all of its Units to continue
to hold less than 200 Units if the Unitholder is a Qualified Plan or less than
500 Units if the Unitholder is not a Qualified Plan. If the number of Units
validly tendered and not properly withdrawn on or prior to the Expiration Date
is less than or equal to 2,462,025 Units, the Purchaser will purchase all Units
so tendered and not withdrawn, upon the terms and subject to the conditions of
the Offer.
LAVRA, Inc.
November 25, 1996
2
<PAGE> 4
The Letter of Transmittal, certificates for Units and any other required
documents should be sent or delivered by each Unitholder or his broker, dealer,
commercial bank, trust company or other nominee to the Depositary at one of its
addressees set forth below:
The Depositary for the Offer is:
IBJ SCHRODER BANK & TRUST COMPANY
(212) 858-2103 (Collect)
<TABLE>
<S> <C>
By Mail: By Hand/Overnight Delivery:
P.O. Box 84 One State Street
Bowling Green Station New York, New York 10004
New York, New York Attn: Securities Processing Window
10274-0084 Subcellar One
Attn: Reorganization
Operations Department
</TABLE>
Questions and requests for assistance may be directed to the Information
Agent at its address and telephone number listed below. Additional copies of the
Offer to Purchase, this Supplement, the Letter of Transmittal and other tender
offer materials may be obtained from the Information Agent as set forth below,
and will be furnished promptly at the Purchaser's expense. You may also contact
your broker, dealer, commercial bank, trust company or other nominee for
assistance concerning the Offer.
The Information Agent for the Offer is:
BEACON HILL PARTNERS, INC.
90 Broad Street
New York, New York 10004
(800) 854-9486 (Toll Free)
<PAGE> 1
EXHIBIT 99.8
LETTER OF TRANSMITTAL
TO TENDER UNITS REPRESENTING ASSIGNMENTS OF
LIMITED PARTNERSHIP INTERESTS
OF
SENIOR INCOME FUND L.P.
PURSUANT TO THE OFFER TO PURCHASE
DATED NOVEMBER 8, 1996,
AS AMENDED,
BY
LAVRA, INC.,
A WHOLLY-OWNED SUBSIDIARY
OF
ARV ASSISTED LIVING, INC.
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THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME ON FRIDAY, DECEMBER 13, 1996,
UNLESS THE OFFER IS EXTENDED.
- -------------------------------------------------------------------------------
The Depositary for the Offer is:
IBJ SCHRODER BANK & TRUST COMPANY
(212) 858-2103 (Collect)
<TABLE>
<S> <C>
By Mail: By Hand/Overnight Delivery:
P.O. Box 84 One State Street
Bowling Green Station New York, NY 10004
New York, NY 10274-0084 Attn: Securities Processing Window
Attn: Reorganization Operations Subcellar One
Department
</TABLE>
DELIVERY OF THIS LETTER OF TRANSMITTAL TO A DIFFERENT ADDRESS THAN ABOVE
WILL NOT CONSTITUTE A VALID DELIVERY.
<PAGE> 2
THE INSTRUCTIONS INCLUDED IN THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be completed by unitholders
("Unitholders") who desire to tender Units (as defined below) pursuant to the
Offer (as defined below) pursuant to the procedures set forth in the Offer to
Purchase (as defined below) under Section 3 under the heading "DETAILS OF THE
OFFER."
Any Unitholder that was issued certificates to evidence Unit ownership
("certificates") must tender the certificates with this Letter of Transmittal.
Unitholders who have previously validly tendered Units pursuant to the
Offer using the previously circulated Letter of Transmittal and who have not
properly withdrawn the Units for purposes of the Offer, as amended, need not
take any further action.
<PAGE> 3
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to LAVRA, Inc., a Delaware corporation (the
"Purchaser") and a wholly-owned subsidiary of ARV Assisted Living, Inc., a
California corporation (the "Parent"), the above-described units representing
assignments of limited partnership interests (the "Units") of Senior Income Fund
L.P., a Delaware limited partnership (the "Partnership"), pursuant to the
Purchaser's offer to purchase up to 2,462,025 Units at a price of $6.50 per
Unit, net to the seller in cash, without interest, less the amount of the
Distributions (as defined below) per Unit, if any, made by the Partnership from
the date of the Offer (as defined below) to the date on which the Purchaser
purchases the Units pursuant to the Offer, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated November 8, 1996, as it may
be supplemented or amended from time to time (the "Offer to Purchase"),
including by the Notice of Increase and Supplement, dated November 25, 1996 (the
"Supplement"), receipt of both which is hereby acknowledged, and in this 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 and the
Supplement constitute the "Offer"). The Purchaser will not treat the $0.075 per
Unit distribution for the quarter ended September 30, 1996 made by the
Partnership as being made after the date of the Offer. The undersigned
understands that the Purchaser reserves the right to transfer or assign, in
whole or in part, from time to time, to the Parent or to one or more of the
Parent's affiliates the right to purchase Units tendered pursuant to the Offer.
Subject to, and effective upon, acceptance for payment for the Units
tendered herewith in accordance with the terms and subject to the conditions of
the Offer (including, if the Offer is extended or amended, the terms or
conditions of any extension or amendment), the undersigned hereby sells, assigns
and transfers to, or upon the order of, the Purchaser all right, title and
interest in and to all Units that are being tendered hereby and any and all
distributions, other Units, rights or other securities issued or issuable in
respect thereof (collectively, "Distributions") on or after the date the
Purchaser purchases the Units pursuant to the Offer and irrevocably constitutes
and appoints IBJ Schroder Bank & Trust Company (the "Depositary") the true and
lawful agent and attorney-in-fact of the undersigned with respect to the Units
(and with respect to any Distributions), with full power of substitution (such
power of attorney being deemed to be an irrevocable power coupled with an
interest) to (i) deliver Units (and any Distributions), together with all
accompanying evidences of transfer and authenticity, to or upon the order of the
Purchaser, upon receipt by the Depositary, as the undersigned's agent, of the
purchase price, (ii) present the Units (and any Distributions) for transfer on
the books of the Partnership, and (iii) receive all benefits and otherwise
exercise all rights of beneficial ownership of the Units (and any
Distributions), all in accordance with the terms and subject to the conditions
of the Offer; provided, however, that if proration of tendered Units is required
as described in Section 1 under the heading "Details of the Offer" of the Offer
to Purchase and in the Supplement, this Letter of Transmittal shall be effective
to transfer to the Purchaser only the number of the undersigned's Units as is
accepted for payment and thereby purchased by the Purchaser.
The undersigned hereby irrevocably appoints the Purchaser and its officers,
and each of them or any other designee of the Purchaser, the attorneys-in-fact
and proxies of the undersigned, each with full power of substitution, to the
full extent of the undersigned's rights with respect to all Units tendered
hereby and accepted for payment by the Purchaser (and with respect to any
Distributions). All such proxies will be considered coupled with an interest in
the Units tendered herewith, are irrevocable and are granted in consideration
of, and are effective upon, the acceptance for payment of such Units by the
Purchaser in accordance with the terms of the Offer. Upon the acceptance for
payment, all prior powers of attorney and proxies by the undersigned with
respect to the Units and Distributions will be revoked, without further action,
and no subsequent powers of attorney and proxies may be given (and, if given,
will be without force or effect). The designees of the Purchaser will, with
respect to the Units for which the appointment is effective, be empowered to
exercise all voting and other rights of the undersigned as they in their sole
discretion may deem proper at any meeting of the Partnership or any adjournment
or postponement thereof. The undersigned understands that, in order for Units to
be deemed validly tendered, immediately upon the Purchaser's acceptance for
payment of the Units, the Purchaser or its designee must be able to exercise
full voting rights with respect to the Units, and other securities, including
voting at any meeting of limited partners or Unitholders.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Units tendered
hereby and that when the same are accepted for payment by the Purchaser, the
Purchaser will acquire good, marketable and unencumbered title thereto, free and
clear of all liens, restrictions (except for those restrictions contained in the
Partnership's Partnership Agreement and Depositary Agreement), claims and
encumbrances. The undersigned will, upon request, execute and deliver any
additional documents deemed by the Depositary or the Purchaser to be necessary
or desirable to complete or confirm the sale, assignment and transfer of the
Units (and any Distributions). In addition, the undersigned will promptly remit
and transfer to the Depositary for the account of the Purchaser any and all
Distributions in respect to the Units tendered hereby, accompanied by
appropriate documentation of transfer and, pending the remittance or appropriate
assurance thereof, the Purchaser will be entitled to
<PAGE> 4
all rights and privileges as owner of any such Distributions, and may withhold
the entire purchase price or deduct from the purchase price of Units tendered
hereby the amount or value thereof, as determined by the Purchaser in its sole
discretion.
All authority conferred or agreed to be conferred pursuant to this Letter
of Transmittal will be binding upon the successors, assigns, heirs, executors,
administrators and legal representatives of the undersigned and will not be
affected by, and will survive, the death or incapacity of the undersigned.
The undersigned understands that the Purchaser's acceptance for payment of
Units tendered will constitute a binding agreement between the undersigned and
the Purchaser upon the terms and subject to the conditions of the Offer. The
undersigned recognizes that under certain circumstances set forth in the Offer
to Purchase and the Supplement, the Purchaser may not be required to accept for
payment any or all of the Units tendered hereby. In such event, the undersigned
understands that any Letter of Transmittal for Units not accepted for payment
may be destroyed by the Depositary (in accordance with its customary practice)
and any certificates evidencing the Units tendered therewith will be returned to
the undersigned. Except as stated in the Offer to Purchase, this tender is
irrevocable; provided, however, Units tendered pursuant to the Offer may be
withdrawn, in the manner set forth in the Offer to Purchase, at any time prior
to the Expiration Date.
<PAGE> 5
SIGN HERE TO TENDER YOUR UNITS
PLEASE BE SURE TO COMPLETE ALL ITEMS BELOW
UNITHOLDERS MUST ALSO COMPLETE BOX A AND BOX B, AND IF APPLICABLE, BOX C
- --------------------------------------------------------------------------------
By executing this document in the space provided below, the
undersigned Unitholder (or authorized person signing on behalf of the
registered Unitholder) hereby: (i) evidences the Unitholder's agreement to
and acceptance of all of the terms, provisions and matters set forth in
this Letter of Transmittal and in the Offer; and (ii) tenders the number
of Units specified below pursuant to the terms of the Offer. The
undersigned hereby acknowledges and certifies, under penalty of perjury,
to all of the foregoing and that the information and representations set
forth below and provided in Boxes A and B of this Letter of Transmittal,
which have been duly completed by the undersigned, are true and correct as
of the date hereof.
X
--------------------------------------------------------------------------
X
--------------------------------------------------------------------------
Signature(s) of Unitholders
(Must be signed by registered Unitholder(s) exactly as name(s) appear(s)
on the certificate(s) or in the Partnership's records. If signature is by
an officer of a corporation, attorney-in-fact, agent, executor,
administrator, trustee, guardian or other person(s) acting in fiduciary or
representative capacity, please complete the line captioned "Capacity
(Full Title)" and see Instruction 5.)
Date:
------------------------------------------------
In addition to signing your name(s) above, PLEASE PRINT YOUR NAME(S) in
the following space
--------------------------------------------------------------------------
Capacity (Full Title):
--------------------------------------------------------------------------
Address:
--------------------------------------------------------------------------
--------------------------------------------------------------------------
(The address to which a check and (if applicable) new certificate is to be
sent should be filled in above. See Instructions 4 and 7.)
--------------------------------------------------------------------------
Area Code and Telephone Number
Total Number of Units Owned:
--------------------------------------------------------------------------
Total Number of Units Tendered:
--------------------------------------------------------------------------
(See Instructions 3 and 4.)
- --------------------------------------------------------------------------------
Please check one of the following boxes (See Instruction 2):
[ ] I am tendering certificates herewith or have enclosed a Statement of
Destroyed, Lost or Stolen Certificate(s).
[ ] I hold the Units in book-entry form on the records of the Partnership
and am not tendering certificates evidencing the Units.
- --------------------------------------------------------------------------------
GUARANTEE OF SIGNATURE(S)
(ALL SIGNATURES MUST BE MEDALLION SIGNATURE GUARANTEED -- SEE INSTRUCTIONS 1 AND
5)
<TABLE>
<S> <C>
Authorized
Signature: Name of Firm:
------------------------------------------ ------------------------------------
Name: Address:
--------------------------------------------- -------------------------------------------
Date: Area Code and Tel. No.:
--------------------------------------------- --------------------------
</TABLE>
- --------------------------------------------------------------------------------
<PAGE> 6
BOX A
- --------------------------------------------------------------------------------
FIRPTA AFFIDAVIT -- CERTIFICATE OF NON-FOREIGN STATUS
Section 1445 of the Internal Revenue Code provides that a transferee
of a U.S. real property interest must withhold tax if the transferor is a
foreign person. To inform the Purchaser that withholding of tax is not
required upon this disposition of a U.S. real property interest, the
undersigned hereby certifies the following on behalf of the tendering
Unitholder named above:
1. The Unitholder, if an individual, is not a nonresident alien for
purposes of U.S. income taxation, and if not an individual, is not
a foreign corporation, foreign partnership, foreign trust or
foreign estate as those terms are defined in the Internal Revenue
Code and the regulations promulgated thereunder);
2. The Unitholder's Social Security Number (for individuals) or
Employer Identification Number (for non-individuals) is:
----------------------------------------------------; and
3. The Unitholder's address is:
------------------------------------------------------------.
I understand that this certification may be disclosed to the Internal
Revenue Service by the transferee and that any false statement I have made
here could be punished by fine, imprisonment, or both.
Under penalties of perjury I declare that I have examined this
certification and to the best of my knowledge and belief it is true,
correct and complete.
<TABLE>
<S> <C>
----------------------------------------------- -----------------------------------------------
Signature Signature
Title: Title:
----------------------------------------------- -----------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN WITHHOLDING
OF 10% OF THE AMOUNT REALIZED BY YOU PURSUANT TO THE OFFER. SEE
INSTRUCTION 10.
In case of problems, the Depositary should contact:
Name:
--------------------------------------------------------------------------
Telephone Number:
--------------------------------------------------------------------------
Name of Entity:
--------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 7
BOX B
<TABLE>
<S> <C> <C>
- --------------------------------------------------------------------------------
PAYER'S NAME: IBJ SCHRODER BANK & TRUST COMPANY, AS DEPOSITARY AGENT
- ----------------------------------------------------------------------------------------------------------
SUBSTITUTE Part 1-PLEASE PROVIDE YOUR TIN IN THE BOX AT Social Security Number(s)
FORM W-9 RIGHT AND CERTIFY BY SIGNING AND DATING OR
DEPARTMENT OF THE TREASURY BELOW ------------------------------
INTERNAL REVENUE SERVICE Employer Identification Number
----------------------------------------------------------------------------
PAYER'S REQUEST FOR TAXPAYER Part 2-Certificate-Under Penalties of Perjury, I certify that:
IDENTIFICATION NUMBER (1) The number shown on this form is my correct taxpayer identification
("TIN") number (or I am waiting for a number to be issued for me), and
(2) I am not subject to backup withholding because: (a) I am exempt from
backup withholding, or (b) I have not been notified by the Internal
Revenue Service (the "IRS") that I am subject to backup withholding
as a result of a failure to report all interest or dividends, or (c)
the IRS has notified me that I am no longer subject to backup
withholding.
Certification Instructions-You must cross out Item (2) above if you have
been notified by the IRS that you are currently subject to backup
withholding because of underreporting interest or dividends on your tax
return.
--------------------------------------------------------------------------
SIGNATURE: DATE: , 1996 Part 3-Awaiting TIN [ ]
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY CASH PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE
REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART
3 OF SUBSTITUTE FORM W-9.
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(b) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number within
sixty days following the date of delivery of the Letter of Transmittal to the
Depositary, 31% of all reportable payments made to me thereafter will be
withheld until I provide a number.
<TABLE>
<S> <C>
----------------------------------------------- -----------------------------------------------
Signature Signature
</TABLE>
- --------------------------------------------------------------------------------
<PAGE> 8
BOX C
- -------------------------------------------------------------------------------
STATEMENT OF DESTROYED, LOST OR STOLEN CERTIFICATE(S)
(IF REQUIRED -- SEE INSTRUCTION NO. 12)
TO BE COMPLETED ONLY IF YOU CANNOT LOCATE YOUR CERTIFICATES
NAME & ADDRESS
CITY/STATE/ZIP
NUMBER OF UNITS OWNED
The undersigned person(s) hereby represents, warrants, acknowledges and agrees
under penalty of perjury as follows:
I am the lawful owner of certificate(s) representing the number of Units
referred to above. The certificate(s) has not been endorsed, cashed, negotiated,
transferred, assigned, or otherwise disposed of. I have made a diligent search
for the certificate(s) and have been unable to find it, and make this Statement
to the Purchaser, ARV, the Partnership, the general partner thereof, the
Partnership's transfer agent (the "Transfer Agent") and the Depositary for the
purpose of inducing the acceptance of tender of the certificate(s) without
surrender of the certificate(s), and hereby agree to surrender the
certificate(s) for cancellation should I at any time find the certificate(s). I,
in consideration of the proceeds of tendering the Units and the certificate(s),
agree to completely indemnify, protect and save harmless the Purchaser, ARV, the
Partnership, the general partner thereof, the Transfer Agent and the Depositary,
and each of their respective agents and affiliates, and any other party to the
transaction (collectively, the "Obligees"), from and against all loss, costs and
damages, including, without limitation, court costs and attorneys' fees, which
they may be subject to or liable for in respect of the cancellation and
replacement of the certificate(s), and the distribution of the proceeds of the
certificate(s). The rights accruing to the Obligees under the preceding
sentences shall not be limited by the negligence, inadvertence, accident,
oversight or their failure to inquire into, contest, or litigate any claim,
whenever such negligence, inadvertence, accident, oversight, breach or failure
may occur or have occurred.
Signed and delivered this ____ day of ________, 1996.
X
Signature(s) of Unitholders
(Must be signed by registered Unitholder(s) exactly as name(s) appear(s) in the
certificate(s) or in the Partnership's records. If signature is by an officer of
a corporation, attorney-in-fact, agent, executor, administrator, trustee,
guardian or other person(s) acting in fiduciary, or representative capacity,
please complete the line captioned "Capacity (Full Title)" and see Instruction
5.)
Date:
In addition to signing your name above,
PLEASE PRINT YOUR NAME(S) in the
following space:
Capacity (Full Title):
- -------------------------------------------------------------------------------
<PAGE> 9
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. All signatures on this Letter of Transmittal
must be medallion guaranteed by a firm which is a bank, broker, dealer, credit
union, savings association or other entity which is a member in good standing of
a registered national securities exchange or of the National Association of
Securities Dealers, Inc. (each an "Eligible Institution"). See Instruction 5.
If the Units are registered in the name of a person other than the signer
of this Letter of Transmittal, or if payment is to be made to a person other
than the registered owner, then this Letter of Transmittal must be accompanied
by duly executed unit powers, signed exactly as the name or names of the
registered owner or owners appear on the transfer books of the Partnership. The
signature on the unit powers must be guaranteed by an Eligible Institution as
provided above. See Instruction 5.
2. REQUIREMENTS OF TENDER. This Letter of Transmittal, properly completed
and duly executed, with all medallion signature guarantees, all certificates, if
any, and any other required documents must be received by the Depository at one
of its addresses set forth herein on or prior to the Expiration Date. Certain
Unitholders were issued Units in book-entry form, without certificates, and
other Unitholders may have been issued certificates. If the Units tendered
hereby are evidenced by certificates, the tendering Unitholder must (i) tender
the certificates with the Letter of Transmittal or (ii) complete, execute and
deliver with this Letter of Transmittal a Statement of Destroyed, Lost or Stolen
Certificate(s) (see Instruction 12), in each case on or prior to the Expiration
Date. Unitholders who have previously validly tendered Units pursuant to the
Offer using the previously circulated Letter of Transmittal do not have to do
anything further to receive the increased purchase price.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE CERTIFICATES, IF
ANY, AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING
UNITHOLDER AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY
THE DEPOSITARY.
No alternative, conditional or contingent tenders will be accepted and no
fractional Units will be purchased except for fractional Units owned by a
Unitholder who is tendering all of its Units. All tendering Unitholders, by
execution of a Letter of Transmittal, waive any right to receive any notice of
the acceptance of their Units for payment.
3. INADEQUATE SPACE. If the space provided herein under "Total Number of
Units Tendered" is inadequate, the number of Units should be listed on a
separate signed schedule attached hereto.
4. PARTIAL TENDERS. If fewer than all the Units held by the Unitholder are
to be tendered hereby, fill in the number of Units which are to be tendered in
the box entitled "Total Number of Units Tendered" as appropriate; provided,
however, that if the Unitholder desires to transfer less than all of its Units
and (a) the Unitholder is an Individual Retirement Account, Keogh or other
qualified employee benefit plan (each a "Qualified Plan"), it must retain at
least 200 Units and (b) the Unitholder is not a Qualified Plan, it must retain
at least 500 Units.
5. SIGNATURES ON LETTER OF TRANSMITTAL AND ENDORSEMENTS. If this Letter of
Transmittal is signed by the registered owner(s) of the Units tendered thereby,
the signature(s) must correspond with the name(s) as written on the transfer
books of the Partnership without any change whatsoever.
If any of the Units tendered hereby are owned of record by two or more
joint owners (including Units held as community property), all owners must sign
this Letter of Transmittal.
If any tendered Units are registered in different names, it will be
necessary to complete, sign and submit as many separate Letters of Transmittal
as there are different registrations.
If this Letter of Transmittal is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of corporation or other
person acting in a fiduciary or representative capacity, such person should so
indicate when signing and must provide proper evidence satisfactory to the
Purchaser of their authority to act.
6. TRANSFER TAXES. The Purchaser will pay or cause to be paid any transfer
taxes with respect to the transfer and sale of Units to it pursuant to the
Offer. If, however, payment of the purchase price is to be made to, or if
tendered Units are registered in the name of, any person other than the
person(s) signing this Letter of Transmittal, the amount of any transfer taxes
payable on account of the transfer will be deducted from the purchase price
unless satisfactory evidence of the payment of the taxes or exemption therefrom
is submitted.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check is to be issued
in the name of a person other than the signer of this Letter of Transmittal or
if a check is to be sent to someone other than the signer of this Letter of
Transmittal or to address other than that shown above, the information
pertaining to the special payment and special delivery must be specified on a
separate signed and medallion signature guaranteed schedule and attached hereto.
<PAGE> 10
8. WAIVER OF CONDITIONS. The conditions of the Offer may be waived by the
Purchaser, in whole or in part, at any time or from time to time in the
Purchaser's sole discretion to the extent set forth in the Offer.
9. TAXPAYER IDENTIFICATION NUMBER (SUBSTITUTE FORM W-9). Each tendering
Unitholder is required to provide the Depositary with the Unitholder's correct
taxpayer identification number ("TIN"), generally, the Unitholder's social
security or federal employer identification number, on Substitute Form W-9,
which is provided in BOX B above, and to certify whether such person is subject
to backup withholding of federal income tax.
When determining the TIN to be furnished, please refer to the following as
a guide:
Individual Accounts -- registered owner's social security number
Joint Accounts -- social security number of registered owner whose name
appears first
Trust Accounts -- TIN assigned to the Trust
IRA Custodial Accounts -- TIN of the Custodian (not necessary to provide)
Custodial Accounts for the Benefit of Minors -- social security number of
the minor
Corporations, Partnership or Other Business Entity -- TIN assigned to the
entity
A Unitholder must cross out item (2) in the Certification box on Substitute
Form W-9 if the Unitholder is subject to backup withholding. Failure to provide
the information on the Substitute Form W-9 may subject the tendering Unitholder
to 31% federal income tax backup withholding on the payments made to the
Unitholder or other payee.
The box in Part 3 of the form should be checked if the tendering Unitholder
has not been issued a TIN and has applied for a TIN or intends to apply for a
TIN in the near future. If the box in Part 3 is checked and the Depositary is
not provided with a TIN within 60 days following the date of delivery of the
Letter of Transmittal to the Depositary, thereafter the Depositary will withhold
31% of all payments of the purchase price made to the tendering Unitholder.
10. FIRPTA AFFIDAVIT. To avoid potential withholding of tax pursuant to
Section 1445 of the Internal Revenue Code in an amount equal to 10% of the
purchase price for the Units purchased pursuant to the Offer, plus the amount of
any liabilities of the Partnership allocable to such Units, each Unitholder who
or which is a United States person must complete the FIRPTA Affidavit contained
in BOX A above stating, under penalties of perjury, the Unitholder's TIN and
address, and that the Unitholder is not a foreign person. Tax withheld under
Section 1445 is not an additional tax. If withholding results in an overpayment
of tax, a refund may be obtained from the Internal Revenue Service.
11. DEFECTS. All questions as to the validity, form, eligibility
(including time of receipt) and acceptance of a Letter of Transmittal will be
determined by the Purchaser and the determinations will be final and binding.
The Purchaser's interpretation of the terms and conditions of the Offer
(including these instructions for the Letter of Transmittal) will be final and
binding. The Purchaser will have the right to waive any defects or conditions as
to the manner of tendering. Any defects in connection with tenders, unless
waived, must be cured within such time as the Purchaser will determine. This
Letter of Transmittal will not be valid until all defects have been cured or
waived. Neither the Purchaser, the Depositary nor any other person is under any
duty to give notification of defects in a Letter of Transmittal and will incur
no liability for failure to give notification.
12. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES. Any tendering
Unitholder who was issued certificates and the certificates have been mutilated,
lost, stolen or destroyed must complete the Statement of Destroyed, Lost or
Stolen Certificate(s) included as BOX C above.
IMPORTANT: THIS LETTER OF TRANSMITTAL, PROPERLY COMPLETED AND DULY
EXECUTED, TOGETHER WITH ALL REQUIRED MEDALLION SIGNATURE GUARANTEES AND ALL
OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE DEPOSITARY, ON OR PRIOR TO THE
EXPIRATION DATE.
<PAGE> 11
IMPORTANT TAX INFORMATION
Under federal income tax law, a Unitholder whose tendered Units are
accepted for payment is required to provide the Depositary (as payer) with the
Unitholder's correct TIN on Substitute Form W-9 (BOX B). If the Unitholder is an
individual, his/her TIN is his/her social security number. The Certificate of
Awaiting Taxpayer Identification Number should be completed if the tendering
Unitholder has not been issued a TIN and has applied for a number or intends to
apply for a number in the near future. If the correct TIN is not provided to the
Depositary, a $50 penalty may be imposed on the Unitholder by the Internal
Revenue Service. In addition, payments that are made to the Unitholder may be
subject to backup withholding.
Certain Unitholders (including, among others, all corporations and certain
foreign individuals) are not subject to backup withholding. Exempt Unitholders
should indicate their exempt status on Substitute Form W-9. In order for a
foreign individual to qualify as an exempt recipient, the individual must submit
a statement, signed under penalties of perjury, attesting to the individual's
exempt status. Forms of such statements can be obtained from the Depositary.
If backup withholding applies, the Depositary is required to withhold 31%
of any payments made to the Unitholder or other payee. Backup withholding is not
an additional tax. Rather, the federal income tax liability of persons subject
to backup withholding will be reduced by the amount of tax withheld.
<PAGE> 12
QUESTIONS AND REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES OF THE OFFER TO
PURCHASE, THE SUPPLEMENT, THE LETTER OF TRANSMITTAL AND THE OTHER TENDER OFFER
MATERIALS MAY BE DIRECTED TO THE INFORMATION AGENT:
BEACON HILL PARTNERS, INC.
90 Broad Street
New York, New York 10004
(800) 854-9486 (Toll Free)
- --------------------------------------------------------------------------------
(DO NOT WRITE IN SPACE BELOW)
<TABLE>
<S> <C> <C>
- --------------------------------------------------------------------------------
Date Received Accepted by Checked By
--------------- --------------- ---------------
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C>
Units Units Check Amount Certificate
Tendered Accepted No. of Check No. (if any)
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C>
Gr.
Tax
Net
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C>
Delivery Prepared by Check By Date
</TABLE>
- --------------------------------------------------------------------------------
<PAGE> 1
EXHIBIT 99.9
NEWS RELEASE
CONTACT:
Sheila M. Muldoon, Esq. ARV Assisted Living, Inc.
(714) 751-7400 245 Fischer Avenue, Suite D-1
Costa Mesa, California 92626-3545
(714) 751-7400
TRADED: NASDAQ: ARVI
FOR IMMEDIATE RELEASE
NOVEMBER 25, 1996
ARV ASSISTED LIVING, INC. ANNOUNCES INCREASE IN PRICE AND NUMBER OF UNITS
SOUGHT IN TENDER OFFER
COSTA MESA, CALIFORNIA, NOVEMBER 25, 1996 - ARV Assisted Living, Inc.
(NASDAQ: ARVI) announced today that its wholly-owned subsidiary, LAVRA, Inc.,
amended its tender offer for units of Senior Income Fund L.P. to increase the
offer price to $6.50 net per unit in cash, less the amount of distributions
made by the partnership from the date of the November 8 offer until the date on
which the tendered units are purchased (except that the seven and one-half
cents per unit distribution for the quarter ended September 30, 1996 will not
affect the offer price), and to increase the number of units which LAVRA is
offering to purchase in the tender offer to up to 2,462,025 units. The
expiration date of the offer has also been extended.
A supplement to LAVRA's offer to purchase has been prepared and a request is
being made to the partnership for the prompt dissemination of the supplement to
the partnership's unitholders.
The amended offer is not conditioned upon financing or upon any minimum
aggregate number of units being tendered, but is subject to the conditions
contained in the offer to purchase. The offer, withdrawal rights and proration
period will expire at 12:00 midnight, New York City time on Friday, December 13,
1996, unless the offer is extended.
Questions, requests for assistance and requests for copies of the
supplemented offer to purchase and related letter of transmittal should be
directed to Beacon Hill Partners, Inc., 90 Broad Street, New York, New York
10004, telephone (800) 854-9486.
# # #
