<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 14D-1*
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
(FINAL AMENDMENT)
------------------------
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*: $25,979,042 AMOUNT OF FILING FEE: $5,196
- ---------------
* For purposes of calculating the filing fee only. This amount assumes the
purchase of 4,403,227.50 units representing assignments of limited
partnership interests (the "Units") of the subject partnership for $5.90 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: $5,196 Filing Party: ARV Assisted Living, Inc.
Form or Registration No.: Schedule 14D-1 Date Filed: December 23, 1996
</TABLE>
================================================================================
* Also constitutes an amendment to the Statement on Schedule 13D of LAVRA, Inc.
and ARV Assisted Living, Inc.
Index to Exhibits Located at Page
<PAGE> 2
14D-1
CUSIP No. 820930105
<TABLE>
<C> <S>
- ---------------------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ARV Assisted Living, Inc.
33-0160968
- ---------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- ---------------------------------------------------------------------------------------------
3. SEC USE ONLY
- ---------------------------------------------------------------------------------------------
4. SOURCES OF FUNDS
WC, BK
- ---------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR
2(f) [ ]
- ---------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
California
- ---------------------------------------------------------------------------------------------
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
616,844.50 Units, which number includes 588,569.50 Units held by LAVRA, Inc.
- ---------------------------------------------------------------------------------------------
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES [ ]
- ---------------------------------------------------------------------------------------------
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 12.8%. (Based on 4,827,500 Units reported as outstanding as of
September 30, 1996)
- ---------------------------------------------------------------------------------------------
10. TYPE OF REPORTING PERSON
CO
- ---------------------------------------------------------------------------------------------
</TABLE>
2
<PAGE> 3
14D-1
CUSIP No. 820930105
<TABLE>
<C> <S>
- ---------------------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LAVRA, Inc.
33-0650949
- ---------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- ---------------------------------------------------------------------------------------------
3. SEC USE ONLY
- ---------------------------------------------------------------------------------------------
4. SOURCES OF FUNDS
AF
- ---------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR
2(f) [ ]
- ---------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ---------------------------------------------------------------------------------------------
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
600,794.50 Units.
- ---------------------------------------------------------------------------------------------
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES [ ]
- ---------------------------------------------------------------------------------------------
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 12.4% (Based on 4,827,500 Units reported as outstanding as of
September 30, 1996)
- ---------------------------------------------------------------------------------------------
10. TYPE OF REPORTING PERSON
CO
- ---------------------------------------------------------------------------------------------
</TABLE>
This Amendment No. 2 constitutes the final amendment to the Tender Offer
Statement on Schedule 14D-1, originally filed with the Commission on December
23, 1996, as amended by Amendment No. 1 filed with the Commission on January 17,
1997, 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"). As amended this statement relates to the offer by the
Purchaser to purchase any and all of the units representing assignments of
limited partnership interests (the "Units") of Senior Income Fund L.P., a
Delaware limited partnership (the "Partnership") at $5.90 per Unit, net to the
seller in cash, less the amount of Distributions (as defined in the Offer to
Purchase) per Unit, if any, made, announced or paid by the Partnership from the
date of the Offer (defined below) to the date on which the Purchaser purchases
the tendered Units pursuant to the Offer, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated December 23, 1996, as it
may be supplemented or amended from time to time (the "Offer to Purchase") 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, constitutes the "Offer"). Capitalized terms used but not defined
herein have the meaning given to them in the Offer to Purchase. This statement
also constitutes an amendment of the Statement on Schedule 13D of the Purchaser
and ARV filed on December 17, 1996.
3
<PAGE> 4
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Items 6(a) and (b) are hereby amended by adding the following:
The Offer expired January 31, 1997 according to its terms at 12:00
midnight, New York City time, on Friday, January 31, 1997. 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 283,811 Units had been
tendered. A copy of the press release issued by ARV on February 3, 1997 relating
to the completion of the Offer is attached hereto as Exhibit 99.8 and is
incorporated herein by reference.
The Purchaser previously reported in the Final Amendment to Tender Offer
Statement on Schedule 14D-1 filed by the Purchaser and ARV in connection with
the Purchaser's prior offer (the "Prior Offer") for Units in the Partnership
(which expired on December 13, 1996) that, based on a preliminary count,
approximately 375,947.50 Units had been tendered to the Purchaser in connection
with the Prior Offer. Thereafter, approximately 92,239 of the Units tendered
during the Prior Offer were returned, defective or improperly tendered. As a
result, as of February 3, 1997, the Purchaser purchased approximately 283,708.50
Units tendered during the Prior Offer.
As of February 3, 1997, the Purchaser beneficially owns approximately
600,794.50, consisting of purchases of 32,275 Units prior to the Prior Offer,
1,000 Units contracted for prior to the Prior Offer, approximately 283,708.50
Units during the Prior Offer and approximately 283,811 Units during the Offer.
Also, as of February 3, 1997, ARV beneficially owns approximately 616,844.50
Units, consisting of the purchase of 16,050 Units prior to the Prior Offer and
purchases made by the Purchaser disclosed in the previous sentence in the amount
of approximately 600,794.50.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby amended by adding the following:
(f) Reference is hereby made to the text of the Press Release, dated
February 3, 1997, attached hereto as Exhibit 99.8, which is incorporated herein
by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby adding the following, which is attached hereto as an
exhibit:
99.8 Text of Press Release, dated February 3, 1997.
4
<PAGE> 5
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: February 5, 1997
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
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C> <C>
99.1* -- Form of Summary Advertisement, dated December 23, 1996
99.2* -- Offer to Purchase, dated December 23, 1996
99.3* -- Letter of Transmittal
99.4* -- Text of Press Release, dated December 23, 1996
99.5* -- Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9
99.6* -- Letter to Unitholders, dated December 23, 1996
99.7* -- Letter to Unitholders, dated January 16, 1997
99.8 -- Text of Press Release, dated February 3, 1997
</TABLE>
- ---------------
* Previously filed.
<PAGE> 1
EXHIBIT 99.8
[Text of Press Release]
FOR IMMEDIATE RELEASE
FEBRUARY 3, 1997
ARV ASSISTED LIVING, INC. ANNOUNCES COMPLETION
OF TENDER OFFER FOR LIMITED
PARTNERSHIP UNITS OF SENIOR INCOME FUND L.P.
COSTA MESA, CALIFORNIA, FEBRUARY 3, 1997 - ARV Assisted
Living, Inc. (NASDAQ: ARVI) announced today that it has been advised by its
depositary that based on a preliminary count, 283,811 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, January 31, 1997, and that it had instructed the
depositary that it accepted for payment all properly tendered units.
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.
###
