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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES ACT OF 1934
(AMENDMENT NO. 4)*
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SENIOR INCOME FUND L.P.
(NAME OF ISSUER)
UNITS REPRESENTING ASSIGNMENTS OF LIMITED PARTNERSHIP INTERESTS
(TITLE OF CLASS OF SECURITIES)
820930105
(CUSIP NUMBER)
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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)
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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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FEBRUARY 7, 1997
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
* the remainder of this cover page shall be filed out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Check the following box if a fee is being paid with this statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-(a) for other parties to whom copies are to be
sent.
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SCHEDULE 13D
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(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
California
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Number of Shares 7. SOLE VOTING POWER
Beneficially
Owned 607,844.50 Units, which number includes 591,794.50 Units held by LAVRA,
by Each Reporting Inc.
Person With
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8. SHARED VOTING POWER
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9. SOLE DISPOSITIVE POWER
607,844.50 Units, which number includes 591,794.50 Units held by LAVRA,
Inc.
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10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
607,844.50 Units, which number includes 588,569.50 Units held by LAVRA,
Inc.
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 12.6%. (Based on 4,827,500 Units reported as outstanding
as of September 30, 1996)
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14. TYPE OF REPORTING PERSON
CO
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</TABLE>
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SCHEDULE 13D
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(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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Number of Shares 7. SOLE VOTING POWER
Beneficially
Owned 591,794.50 Units
by Each Reporting
Person With
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8. SHARED VOTING POWER
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9. SOLE DISPOSITIVE POWER
591,794.50 Units
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10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
591,794.50 Units.
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 12.3% (Based on 4,827,500 Units reported as outstanding
as of September 30, 1996)
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14. TYPE OF REPORTING PERSON
CO
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</TABLE>
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This Amendment No. 4 amends the Schedule 13D filed in the form of the final
amendment to Tender Offer Statement on Schedule 14D-1, originally filed with the
Commission December 19, 1996 by LAVRA, Inc., a Delaware corporation (the
"Purchaser") and wholly owned subsidiary of ARV Assisted Living, Inc., a
California corporation ("ARV") (the "First Schedule 14D-1"), as amended by the
initial Tender Offer Statement on Schedule 14D-1, filed with the Commission on
December 23, 1996 (the "Second Schedule 14D-1"), as amended by Amendment No. 1
to the Second Schedule 14D-1, filed with the Commission on January 17, 1996, as
further amended by the Final Amendment to the Second Schedule 14D-1, filed with
the Commission on February 5, 1997 (the "Third Amendment"), by the Purchaser and
ARV. The First Schedule 14D-1 and the Second Schedule 14D-1, as amended (the
"Schedule 14D-1s"), were filed in connection with the tender offers by the
Purchaser to purchase units representing assignments of limited partnership
interests ("Units") of Senior Income Fund L.P., a Delaware limited partnership
(the "Partnership"), which offers expired on December 13, 1996 and January 31,
1997, respectively.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 (as previously reported under Item 5 to the Schedule 14D-1s) is
hereby amended by adding the following:
In its letter to the unitholders of the Partnership dated January 6, 1997,
the Partnership's general partner (the "General Partner") specifically stated
that the competitive sale of the Partnership's properties was open to ARV.
ARV would prefer to become the operator of the Partnership's properties,
improve their operations and cash flow, and then see a sale considered. However,
in view of the General Partner's efforts to proceed with a sale now, ARV may
wish to submit a bid for the properties. To permit ARV to consider such a bid,
ARV has returned a confidentiality agreement to the General Partner containing
interlineations objecting to restrictions on purchases of Units, proposals and
proxy solicitations and ARV's ability to make certain disclosures. ARV believes
such restrictions are inappropriate. ARV does not know whether the
interlineations will be acceptable to the General Partner or whether it will
receive the materials that are the subject of the confidentiality agreement.
ARV may or may not decide to bid on the properties or to enter into
negotiations with the General Partner regarding the properties. As previously
stated, ARV will continue to consider other actions with respect to the
Partnership, including but not limited to, voting to approve or disapprove the
General Partner's actions, purchasing and/or selling Units, making and/or
soliciting proposals, reviewing the performance of the General Partner, and if
necessary, seeking to take action to replace the General Partner, as a
unitholder.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 (as previously reported under Item 6 to the Schedule 14D-1s) is
hereby amended by adding the following:
The Purchaser and ARV previously reported in the Third Amendment that,
based on its depository's preliminary count, approximately 283,111 Units had
been tendered to the Purchaser in connection with its tender offer that was the
subject of the Third Amendment (the "Second Offer"). The Purchaser and ARV also
reported in the Third Amendment that the Purchaser and ARV (including Units
owned by the Purchaser) beneficially owned approximately 600,794.50 and
616,844.50 Units, respectively. Thereafter, the Purchaser's depositary reported
that certain of the tenders made during the Second Offer were erroneously
overstated by 9,000 Units. Accordingly, after subtracting 9,000 Units, the
beneficial ownership of the Purchaser and ARV (including Units owned by the
Purchaser) as of February 7, 1997, is approximately 591,794.50 and 607,844.50
Units, respectively.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Item 6 (as previously reported under Item 3 to the Schedule 14D-1s) is
hereby amended by adding the following:
ARV has signed a confidentiality agreement (containing the interlineations
referred to above) and returned it to the Partnership to permit ARV to receive
certain bidding materials. ARV does not know if the interlineations will be
acceptable to the General Partner.
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SIGNATURE
After reasonable 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 11, 1997
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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