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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. 2)
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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
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AMENDMENT NO. 2 TO SCHEDULE 14D-1
This Amendment No. 2 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 (the "Schedule 14D-1"), to include the
Press Release dated December 10, 1996, issued by the Purchaser (the "Press
Release"). 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"). Terms not
otherwise defined herein shall have the meaning given to them in the Schedule
14D-1 and the Offer to Purchase. The Press Release was issued at the request of
counsel to the Partnership to include the number of Units tendered to the
Purchaser to date. As of the date of the Supplement, which amended the Offer to
increase the number of Units sought, to increase the purchase price and to
extend the expiration date to December 13, 1996, no Units had been tendered to
the Purchaser. There has been no material change in the information published or
sent or given to unitholders since the date of the Supplement. The following
items are amended as follows:
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended by adding the following, which is attached hereto
as an exhibit:
99.10 Text of press release dated December 10, 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 11, 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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99.10 -- Text of press release, dated December 10, 1996
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EXHIBIT 99.10
ARV ASSISTED LIVING, INC.
245 FISCHER AVENUE, D-1
COSTA MESA, CA 92626-3545
(714) 751-7400
TRADED: NASDAQ: ARVI
FOR FURTHER INFORMATION:
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AT THE COMPANY: AT FINANCIAL RELATIONS BOARD:
SHEILA MULDOON FIONA ROSS KATHY BRUNSON
VP/GENERAL GENERAL INFORMATION ANALYST CONTACT
COUNSEL (310) 442-0599 (312) 266-7800
(714) 751-7400
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FOR IMMEDIATE RELEASE
DECEMBER 10, 1996
ARV ASSISTED LIVING, INC. RE-ANNOUNCES
EXTENSION OF TENDER OFFER FOR LIMITED
PARTNERSHIP UNITS OF SENIOR INCOME FUND L.P.
Costa Mesa, CA, December 10, 1996 -- ARV Assisted Living, Inc. (Nasdaq:
ARVI) re-announced today that its wholly-owned subsidiary, LAVRA, Inc., had
previously announced and extended the expiration date of its outstanding tender
offer for up to 2,462,025 units of limited partnership interests in Senior
Income Fund L.P. to Friday, December 13, 1996, at 12:00 midnight, New York City
time, unless further extended in the sole discretion of LAVRA. LAVRA, Inc.
reported that approximately 178,014 limited partnership units had been tendered
pursuant to the tender offer to date.
Questions, 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.
