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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. 3)
(FINAL AMENDMENT)
AND
SCHEDULE 13D
UNDER THE SECURITIES
EXCHANGE ACT OF 1934
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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)
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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)
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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
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CALCULATION OF FILING FEE
TRANSACTION VALUATION*: $16,003,163 AMOUNT OF FILING FEE: $3,201
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* 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.
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Amount Previously Paid: $3,201 Filing Party: ARV Assisted Living, Inc.
Form or Registration No.: Schedule 14D-1 Date Filed: November 8, 1996
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Index to Exhibits Located at Page 6
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14D-1
CUSIP No. 820930105
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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
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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
424,272.5 Units, which number includes 408,222.5 Units held of record by LAVRA, Inc.
LAVRA, Inc. has a contract to purchase an additional 1,000 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 8.8%. (Based on 4,827,550 Units reported as outstanding as
of September 30, 1996)
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10. TYPE OF REPORTING PERSON
CO
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14D-1
CUSIP No. 820930105
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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
416,322.5 Units. Reporting person has a contract to purchase an additional 1,000
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 8.6%. (Based on 4,827,550 Units reported as outstanding as of
September 30, 1996)
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10. TYPE OF REPORTING PERSON
CO
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AMENDMENT NO. 3 TO SCHEDULE 14D-1
This Amendment No. 3 constitutes (i) the final Amendment to the Tender
Offer Statement on Schedule 14D-1 originally filed with the Commission on
November 8, 1996, as amended by Amendment No. 1 filed with the Commission on
November 25, 1996 and by Amendment No. 2 filed with the Commission on December
11, 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"), relating 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"); and (ii) the
initial Statement on Schedule 13D of the Purchaser and
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ARV. 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:
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Items 6(a) and (b) are hereby amended by adding the following:
The offer expired according to its terms at 12:00 midnight, New York
City time, on Friday, December 13, 1996. Promptly thereafter, the Purchaser
gave notice to the Depositary of its acceptance for payment in accordance
with the terms of the Offer of all Units that had been validly tendered and
not withdrawn prior to the expiration of the Offer. According to the
Depositary's preliminary count, approximately 375,947.5 Units had been
tendered. A copy of the press release issued by ARV on December 16, 1996,
relating to the completion of the Offer is attached hereto as Exhibit 99.11
and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended by adding the following, which is attached hereto
as an exhibit:
99.11 Text of Press Release dated December 16, 1996.
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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: December 17, 1996
LAVRA, INC.
By: /s/ GARY L. DAVIDSON
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Gary L. Davidson
President and Chairman
of the Board
ARV ASSISTED LIVING, INC.
By: /s/ GARY L. DAVIDSON
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Gary L. Davidson
President and Chairman
of the Board
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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99.11 -- Text of Press Release, dated December 16, 1996
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EXHIBIT 99.11
[TEXT OF NEWS RELEASE]
FOR IMMEDIATE RELEASE
DECEMBER 16, 1996
ARV ASSISTED LIVING, INC. ANNOUNCES COMPLETION
OF TENDER OFFER FOR LIMITED
PARTNERSHIP UNITS OF SENIOR INCOME FUND L.P.
COSTA MESA, CALIFORNIA, DECEMBER 16, 1996 - ARV Assisted Living, Inc.
(NASDAQ: ARVI) announced today that it has been advised by its depositary that
based on a preliminary count, 375,947.50 units of limited partnership interests
in Senior Income Fund L.P. were tendered and not withdrawn in response to the
tender offer by LAVRA, Inc., a wholly-owned subsidiary of ARV Assisted
Living, Inc.
ARV Assisted Living, Inc. said the cash tender offer expired at Midnight, New
York City time, on Friday, December 13, 1996.
ARV Assisted Living, Inc. is one of the largest operators of licensed assisted
living facilities in the United States based on number of residents. The
Company is a fully integrated provider of assisted living accommodations and
services that operates, acquires and develops assisted living facilities.
Questions and requests for assistance and other information should be directed
to Beacon Hill Partners, Inc., 90 Broad Street, New York, New York 10004,
telephone (800) 854-9486.
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