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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)
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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*: $25,979,042 AMOUNT OF FILING FEE: $5,196
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* 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.
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Amount Previously Paid: $5,196 Filing Party: ARV Assisted Living, Inc.
Form or Registration No.: Schedule 14D-1 Date Filed: December 23, 1996
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* Also constitutes an amendment to the Statement on Schedule 13D of LAVRA, Inc.
and ARV Assisted Living, Inc.
Index to Exhibits Located at Page
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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, 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
424,272.50 Units, which number includes 416,322.50 Units held 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 4,827,500 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
416,322.50 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 4,827,500 Units reported as outstanding as of September
30, 1996)
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10. TYPE OF REPORTING PERSON
CO
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This Amendment No. 1 amends the Tender Offer Statement on Schedule 14D-1
(the "Schedule 14D-1") filed with the Commission on December 23, 1996, by LAVRA,
Inc., a Delaware corporation (the "Purchaser") and wholly owned subsidiary of
ARV Assisted Living, Inc., a California corporation ("ARV"), to include as an
exhibit the Purchaser's Letter to Unitholders dated January 16, 1996 distributed
to respond to certain representations made by the Partnership (as defined below)
in its Schedule 14D-9. 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.
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ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby amended by adding the following:
(f) Reference is hereby made to the entire text of the letter to
Unitholders, dated January 16, 1996, attached hereto as Exhibit 99.7, 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:
99.7 Letter to Unitholders, dated January 16, 1997.
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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: January 17, 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
5
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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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
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* Previously filed.
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EXHIBIT 99.7
LAVRA, INC.
245 FISCHER AVENUE, SUITE D-1
COSTA MESA, CA 92626
January 16, 1997
Dear Fellow Unitholder:
As you know, on December 23, 1996, LAVRA, Inc. ("LAVRA"), a wholly
owned subsidiary of ARV Assisted Living, Inc. ("ARV"), offered to purchase (the
"Offer") any and all units ("Units") in Senior Income Fund, L.P., for cash, at a
purchase price of $5.90 per Unit less the amount of distributions per Unit, if
any, announced or paid by the Partnership from the date of the Offer. The
Purchase Price of $5.90 per Unit is equal to the amount paid to Unitholders that
validly tendered Units to the Purchaser during LAVRA's prior offer of $6.50 per
Unit ("Prior Offer") after giving effect to a special distribution of $0.60 per
Unit made by the Partnership in December, 1996.
We also want you to know that the General Partner continues to go to
great lengths to squash LAVRA's Offer while depleting Partnership resources to
protect its own interests. Indeed, in its letter to Unitholders dated January 6,
1997, the General Partner continues its self-serving practice of creating the
misimpression that its actions have created value for Unitholders. WE BELIEVE
THAT THE GENERAL PARTNER VIEWS LAVRA'S OFFER AS A THREAT TO ITS CONTROL OF THE
PARTNERSHIP AND THE PROFITS IT MAY DERIVE.
YOU DECIDE FOR YOURSELF - LET'S COMPARE
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LAVRA GENERAL PARTNER
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Could be more than $5.90?
THE CHOICE $5.90 Cash (less any distributions) Could be less than $5.90?
May NOT EVER happen?
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No Transfer Fees Fees to real estate broker(s).
COSTS INVOLVED No Commissions Fees to the General Partner.
Please deduct from above.
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Payment will be made as soon as May happen in 6 months?
TIMING practicable after January 31, 1997. May happen in 1 year?
May NOT EVER happen?
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If the sale of properties ever
actually occurs, holders can
END RESULT Holders who tender can reinvest reinvest whenever they actually
proceeds in more liquid investments. receive funds. OR The General
Partner is allowed to continue
with its current practices.
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NOW WITH THE UNABRIDGED INFORMATION LAID OUT IN BLACK AND WHITE, WE BELIEVE
THERE IS ONLY ONE LOGICAL CHOICE - THE RISK FREE OFFER OF $5.90 PER UNIT BY
LAVRA.
In its correspondence to you, the General Partner states that it has
already received an offer to purchase the Partnership's properties. Here again,
however, the General Partner says there is UNCERTAINTY that the offer
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will ever result in a sale. The General Partner then speculates that if this
offer ever results in a sale, the result will be more cash than LAVRA's offer.
Should any holders care to join the General Partner's guessing game, they should
ask: Is this more cash before, or after, the General Partner takes its fees and
pays fees to a real estate broker? Is there more cash before one accounts for
the earnings the Unitholder could have made on the cash they would have
received, with 100% certainty, upon acceptance of LAVRA's offer?
LAVRA and ARV do not apologize for saying they want to manage the
Partnership's properties. The General Partner claims to feel that the chance to
earn fees motivates this. Ask yourself whether an experienced operator who has a
financial stake in long-term gain on the properties won't be more motivated to
run them well than a General Partner who stands to make significant fees upon
the sale of the properties.
THE GENERAL PARTNER HAS SQUANDERED PARTNERSHIP RESOURCES ON UNNECESSARY
LITIGATION. It has spent the Partnership's money (that is to say, your money) on
litigation to prevent LAVRA from communicating directly with you. Ask yourself
whether the General Partner has acted in your interest in so strenuously
fighting to prevent LAVRA from obtaining the list of the names and addresses of
Unitholders - a list which LAVRA is entitled to receive under Delaware law!
PLEASE DON'T FORGET THE FOLLOWING!
- - LAVRA's Offer of $5.90 per Unit represents the highest price for your
Units now available.
- - The General Partner is under no obligation to sell a single property.
- - According to the General Partner, LAVRA's Offer is well within its own
estimated net asset value range.
- - Cash distributions have been poor and the Partnership has performed
below the General Partner's original expectations.
- - The Purchase Price represents a significant premium over the prices at
which Units changed hands before LAVRA's involvement.
- - LAVRA's Offer provides Unitholders with liquidity and reduced risk.
IN CLOSING, WE HOPE THAT YOU WILL CONSIDER ALL THE INFORMATION AND NOT
JUST THE GENERAL PARTNER'S HALF TRUTHS AND MISREPRESENTATIONS. PLEASE REMEMBER,
THE GENERAL PARTNER HAS GONE TO GREAT LENGTHS TO SQUASH LAVRA'S OFFER, WHILE AT
THE SAME TIME WASTING PARTNERSHIP RESOURCES TO PROTECT ITS OWN ECONOMIC
INTERESTS.
We want to thank those Unitholders who have tendered to us. We are very
encouraged by the positive response we continue to receive to our offers. For
the many of you who have expressed interest in our Offer, please remember that
the LAVRA Offer is currently scheduled to expire at 12:00 midnight, New York
City time, on Friday, January 31, 1997. IF YOU HAVE NOT YET TENDERED WE STRONGLY
URGE YOU TO TAKE ADVANTAGE OF OUR OFFER. There was some delay in mailing checks
from LAVRA's prior offer because the Partnership did not verify the ownership of
units as fast as we wanted. Please fill out your letter of transmittal
accurately to reduce the chance this will happen again.
If you have any questions concerning LAVRA's Offer or this letter, we
encourage you to call our information agent, Beacon Hill Partners at (800)
854-9486.
LAVRA, INC.
/s/
Gary L. Davidson, President and CEO
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Unitholders are encouraged to read in its entirety the Offer to Purchase
dated December 23, 1996 for more information. Unitholders desiring more
information or an additional Letter of Transmittal can contact the
Information Agent:
Beacon Hill Partners
90 Broad Street
New York, New York 10004
(800) 854-9486
The offer expires at 12:00 Midnight, New York City time, on Friday,
January 31, 1997, unless the Purchaser in its sole discretion extends the
period of time during which the Offer is open. As described in the Offer, the
Purchaser has expressly reserved the right to extend the period of time during
which the Offer is open for any reason, by giving oral or written notice of the
extension to the Depositary prior to the scheduled expiration time. Any
extension will be followed as promptly as practicable by a press release or
public announcement made no later than 9:00 a.m., New York City time, on the
next business day after the previously scheduled expiration date.
