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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
AMERICAN RETIREMENT VILLAS PROPERTIES II
(NAME OF ISSUER)
ARV ASSISTED LIVING, INC.
(NAME OF PERSON FILING STATEMENT)
LIMITED PARTNERSHIP UNITS
(TITLE OF CLASS OF SECURITIES)
------------------------------------
(CUSIP NUMBER OF CLASS OF SECURITIES)
SHEILA M. MULDOON
VICE PRESIDENT AND GENERAL COUNSEL
ARV ASSISTED LIVING, INC.
245 FISCHER AVENUE, D-1
COSTA MESA, CA 92626
(714) 751-7400
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)
Copies to:
WILLIAM J. CERNIUS, ESQ.
LATHAM & WATKINS
650 TOWN CENTER DRIVE, SUITE 2000
COSTA MESA, CALIFORNIA 92626
(714) 540-1235
This statement is filed in connection with (check the appropriate box):
a. [ ] The filing of solicitation materials or an information statement subject
to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of 1933.
c. [x] A tender offer.
d. [ ] None of the above.
Check the following box if soliciting material or information statement
referred to in checking box (a) are preliminary copies:
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$25,117,590.24 ........................................ $8,662.00
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* This amount is based upon the purchase of 34,855.542 Units at $720 cash
per Unit. Pursuant to, and as provided by, Rule 0-11(b)(1), the amount
required to be paid with the filing of this Schedule 13E-3 is $8,662.
[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.
Amount Previously Paid: $8,662 Filing Party: ARV Assisted Living, Inc.
Form or Registration No.: 14D-1 Date Filed: May 16, 1996
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This Rule 13e-3 Transaction Statement (the "Statement") relates to a tender
offer by ARV Assisted Living, Inc., a California corporation (the "Company"), to
purchase all of the limited partnership units (the "Units") of American
Retirement Villas Properties II, a California limited partnership (the
"Partnership"), at $720 per Unit, net to the seller in cash and without
interest, upon the terms of and subject to the conditions set forth in the Offer
to Purchase, dated May 16, 1996, as amended by the Supplement to the Offer to
Purchase dated June 11, 1996 (together, the "Offer to Purchase"), and in the
related Letter of Transmittal (which collectively constitute the "Offer"). This
Statement is being filed by the Company.
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The cross reference sheet below is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Schedule 14D-1
(the "Schedule 14D-1") filed by the Company with the Securities and Exchange
Commission on the date hereof of the information required to be included in
response to the items of this Statement.
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
ITEM IN WHERE LOCATED IN
SCHEDULE 13E-3 SCHEDULE 14D-1
- -------------- ----------------
<S> <C>
Item 1(a) . . . . . . . . . . . . . . . . . . . . . . . . Item 1(a)
Item 1(b) . . . . . . . . . . . . . . . . . . . . . . . . Item 1(b)
Item 1(c) . . . . . . . . . . . . . . . . . . . . . . . . Item 1(c)
Item 1(d) . . . . . . . . . . . . . . . . . . . . . . . . *
Item 1(e) . . . . . . . . . . . . . . . . . . . . . . . . *
Item 1(f) . . . . . . . . . . . . . . . . . . . . . . . . *
Item 2(a) . . . . . . . . . . . . . . . . . . . . . . . . Item 2(a)
Item 2(b) . . . . . . . . . . . . . . . . . . . . . . . . Item 2(b)
Item 2(c) . . . . . . . . . . . . . . . . . . . . . . . . Item 2(c)
Item 2(d) . . . . . . . . . . . . . . . . . . . . . . . . Item 2(d)
Item 2(e) . . . . . . . . . . . . . . . . . . . . . . . . Item 2(e)
Item 2(f) . . . . . . . . . . . . . . . . . . . . . . . . Item 2(f)
Item 2(g) . . . . . . . . . . . . . . . . . . . . . . . . Item 2(g)
Item 3(a)(1). . . . . . . . . . . . . . . . . . . . . . . Item 3(a)(1)
Item 3(a)(2). . . . . . . . . . . . . . . . . . . . . . . Item 3(b)
Item 3(b) . . . . . . . . . . . . . . . . . . . . . . . . *
Item 4. . . . . . . . . . . . . . . . . . . . . . . . . . *
Item 5. . . . . . . . . . . . . . . . . . . . . . . . . . Item 5
Item 6(a) . . . . . . . . . . . . . . . . . . . . . . . . Item 4(a)
Item 6(b) . . . . . . . . . . . . . . . . . . . . . . . . *
Item 6(c) . . . . . . . . . . . . . . . . . . . . . . . . Item 4(b)
Item 6(d) . . . . . . . . . . . . . . . . . . . . . . . . Item 4(c)
Item 7(a) . . . . . . . . . . . . . . . . . . . . . . . . Item 5
Item 7(b) . . . . . . . . . . . . . . . . . . . . . . . . *
Item 7(c) . . . . . . . . . . . . . . . . . . . . . . . . *
Item 7(d) . . . . . . . . . . . . . . . . . . . . . . . . *
Item 8. . . . . . . . . . . . . . . . . . . . . . . . . . *
Item 9. . . . . . . . . . . . . . . . . . . . . . . . . . *
Item 10(a). . . . . . . . . . . . . . . . . . . . . . . . Item 6(a)
Item 10(b). . . . . . . . . . . . . . . . . . . . . . . . Item 6(b)
Item 11 . . . . . . . . . . . . . . . . . . . . . . . . . Item 7
Item 12(a). . . . . . . . . . . . . . . . . . . . . . . . *
Item 12(b). . . . . . . . . . . . . . . . . . . . . . . . *
Item 13 . . . . . . . . . . . . . . . . . . . . . . . . . *
Item 14(a). . . . . . . . . . . . . . . . . . . . . . . . *
Item 14(b). . . . . . . . . . . . . . . . . . . . . . . . *
Item 15(a). . . . . . . . . . . . . . . . . . . . . . . . *
Item 15(b). . . . . . . . . . . . . . . . . . . . . . . . Item 8
Item 16 . . . . . . . . . . . . . . . . . . . . . . . . . Item 10(f)
Item 17 . . . . . . . . . . . . . . . . . . . . . . . . . Item 11
</TABLE>
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* The Item is located in the Schedule 13E-3 only.
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ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE OFFER.
(a) The information set forth on the cover page and in "THE OFFER" --
Section 8 ("Certain Information Concerning the Partnership") of the Offer to
Purchase is incorporated herein by reference.
(b) The information set forth on the cover page and in the INTRODUCTION of
the Offer to Purchase is incorporated herein by reference.
(c) The information set forth in "THE OFFER" -- Section 6 ("Market Prices
of the Units") of the Offer to Purchase is incorporated herein by reference.
(d) The information set forth in "THE OFFER" -- Section 14 ("Distributions")
of the Offer to Purchase is incorporated herein by reference.
(e) Not applicable.
(f) The information set forth in "SPECIAL FACTORS" -- Interests of Certain
Persons" and "THE OFFER" -- Section 6 ("Market Price of the Units") the Offer
to Purchase is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d), (g) This Statement is being filed by the Company. The information
set forth on the cover page and in the INTRODUCTION, "THE OFFER" -- Section 9
("Certain Information Concerning the Company") and Schedule I of the Offer to
Purchase is incorporated herein by reference.
(e)-(f) Neither the Company nor, to the best of its knowledge, any of the
persons listed in Schedule I of the Offer to Purchase has during the last five
years (i) been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors), or (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting activities subject to, federal
or state securities laws or finding any violation of such laws.
ITEM 3. PAST CONTACTS, OFFERS OR NEGOTIATIONS.
(a)-(b) The information set forth in the INTRODUCTION, "SPECIAL FACTORS --
Background of the Offer," "SPECIAL FACTORS -- Interests of Certain Persons" and
"THE OFFER" -- Section 9 ("Certain Information Concerning the Company") of the
Offer to Purchase is incorporated herein by reference.
ITEM 4. TERMS OF THE OFFER.
(a) The information set forth in the INTRODUCTION, "SPECIAL FACTORS -- Plans
for the Partnership After the Offer," "THE OFFER" -- Section 1 ("Terms of the
Offer"), "THE OFFER" -- Section 7 ("Effects of the Offer on Non-Tendering
Unitholder") and "THE OFFER" -- Section 12 ("Certain Conditions of the Offer")
of the Offer to Purchase is incorporated herein by reference.
(b) The information set forth in the INTRODUCTION, "SPECIAL FACTORS --
Interests of Certain Persons" and "THE OFFER" -- Section 1 ("Terms of the
Offer") the Offer to Purchase is incorporated herein by reference.
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ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a)-(g) The information set forth in the INTRODUCTION, "SPECIAL FACTORS --
Purpose and Structure of the Offer," "SPECIAL FACTORS -- Plans for the
Partnership after the Offer, "THE OFFER" -- Section 7 ("Effects of the Offer on
Non-Tendering Unitholders") and "THE OFFER" -- Section 9 ("Certain Information
Concerning the Company") of the Offer to Purchase is incorporated herein by
reference.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in "SPECIAL FACTORS -- Source and Amount of
Funds" of the Offer to Purchase is incorporated herein by reference.
(b) The information set forth in the INTRODUCTION, "THE OFFER" -- Section 15
("Fees and Expenses") and "SPECIAL FACTORS -- Source and Amount of Funds" of
the Offer to Purchase is incorporated herein by reference.
(c) Not applicable.
(d) Not applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a)-(d) The information set forth in the INTRODUCTION, "SPECIAL FACTORS --
Background of the Offer," "SPECIAL FACTORS -- Fairness of the Offer; Position
of the General Partners," "SPECIAL FACTORS -- Appraisals," "SPECIAL FACTORS --
Purpose and Structure of the Offer," "SPECIAL FACTORS -- Plans for the
Partnership after the Offer," "SPECIAL FACTORS -- Interests of Certain
Persons," "SPECIAL FACTORS -- Source and Amount of Funds," "SPECIAL FACTORS --
Certain Federal Income Tax Consequences," "THE OFFER" -- Section 7 ("Effects of
the Offer on Non-Tendering Unitholders"), "THE OFFER" -- Section 9 ("Certain
Information Concerning the Partnership"), and "THE OFFER -- Section 9 ("Certain
Information Concerning the Company") of the Offer to Purchase is incorporated
herein by reference.
ITEM 8. FAIRNESS OF THE OFFER.
(a)-(f) The information set forth in the INTRODUCTION, "SPECIAL FACTORS --
Background of the Offer," "SPECIAL FACTORS -- Fairness of the Offer; Position
of the General Partners" and "SPECIAL FACTORS -- Appraisals" of the Offer to
Purchase and in Exhibit 99 hereto is incorporated herein by reference.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a)-(c) The information set forth in "SPECIAL FACTORS -- Background of the
Offer," "SPECIAL FACTORS -- Fairness of the Offer, Position of the General
Partners" and "SPECIAL FACTORS -- Appraisals" of the Offer to Purchase and in
Exhibit 99 hereto is incorporated herein by reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) The information concerning the ownership and transactions in the
Units set forth on the cover page and in the INTRODUCTION, "SPECIAL FACTORS --
Interests of Certain Persons" and "THE OFFER" -- Section 9 ("Certain
Information Concerning the Company") of the Offer to Purchase is incorporated
herein by reference.
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ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE
ISSUER'S SECURITIES.
Not applicable.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD
TO THE OFFER.
(a) Not applicable because none of the General Partners or affiliates of the
Partnership, except the Purchaser, owns any Units.
(b) The information set forth in the INTRODUCTION, "SPECIAL FACTORS --
Fairness of the Offer; Position of the General Partners" and "SPECIAL FACTORS
- -- Appraisals" of the Offer to Purchase is incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE OFFER.
(a) The information set forth in "THE OFFER -- Section 13 ("Dissenters'
Rights and Investors Lists") is incorporated herein by reference.
(b) The information set forth in "THE OFFER -- Section 13 ("Dissenters'
Rights and Investors Lists") is incorporated herein by reference.
(c) Not applicable.
ITEM 14. FINANCIAL INFORMATION.
(a)-(b) The information set forth in "THE OFFER" -- Section 8 ("Certain
Information Concerning the Partnership") and Schedules III and IV of the Offer
to Purchase is incorporated herein by reference.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) The information set forth in the INTRODUCTION, "SPECIAL FACTORS --
Background of the Offer," "SPECIAL FACTORS -- Plans for the Partnership after
the Offer," "SPECIAL FACTORS -- Interests of Certain Persons," "SPECIAL FACTORS
- -- Source and Amount of Funds" and "THE OFFER -- Section 8 ("Certain
Information Concerning the Partnership") of the Offer to Purchase is
incorporated herein by reference.
(b) The information set forth in the INTRODUCTION, "SPECIAL FACTORS --
Background of the Offer" and "THE OFFER" -- Section 15 ("Fees and Expenses") of
the Offer to Purchase is incorporated herein by reference.
ITEM 16. ADDITIONAL INFORMATION.
Additional information concerning the Offer is set forth in the Offer to
Purchase and the Letter of Transmittal which are incorporated herein by
reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
*99 Appraisal Reports by Senior Living Valuation Service, Inc.
*99.1 Offer to Purchase dated May 16, 1996 (incorporated by reference to
Exhibit 99.1 to the Company's Tender Offer Statement on Schedule
14D-1 dated May 16, 1996).
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*99.2 Letter of Transmittal (incorporated by reference to Exhibit 99.2 to
the Company's Tender Offer Statement on Schedule 14D-1 dated May 16,
1996).
*99.3 Form of Letter to Unitholders (incorporated by reference to Exhibit
99.3 to the Company's Tender Offer Statement on Schedule 14D-1 dated
May 16, 1996).
*99.4 Letter from the Company to Brokers, Dealers, Trust Companies and
Other Nominees (incorporated by reference to Exhibit 99.4 to the
Company's Tender Offer Statement on Schedule 14D-1 dated May 16,
1996).
*99.5 Letter to Clients for use by Brokers, Dealers, Trust Companies and
Other Nominees (incorporated by reference to Exhibit 99.5 to the
Company's Tender Offer Statement on Schedule 14D-1 dated May 16,
1996).
*99.6 Text of Press Release dated May 16, 1996 (incorporated by reference
to Exhibit 99.6 to the Company's Tender Offer Statement on Schedule
14D-1 dated May 16, 1996).
99.7 Supplement to Offer to Purchase dated June 11, 1996 (incorporated
by reference to Exhibit 99.7 to Amendment No. 1 to the Company's
Tender Offer Statement on Schedule 14D-1 dated June 11, 1996).
99.8 Form of Revised Letter to Unitholders (incorporated by reference to
Exhibit 99.8 to Amendment No. 1 to the Company's Tender Offer
Statement on Schedule 14D-1 dated June 11, 1996).
99.9 Revised Letter from the Company to Brokers, Dealers, Trust Companies
and Other Nominees (incorporated by reference to Exhibit 99.9 to
Amendment No. 1 to the Company's Tender Offer Statement on Schedule
14D-1 dated June 11, 1996).
99.10 Revised Letter to Clients for use by Brokers, Dealers, Trust
Companies and Other Nominees (incorporated by reference to Exhibit
99.10 to Amendment No. 1 to the Company's Tender Offer Statement on
Schedule 14D-1 dated June 11, 1996).
* Previously filed.
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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: June 11, 1996
ARV ASSISTED LIVING, INC.
BY /S/ GARY L. DAVIDSON
-----------------------------
NAME: GARY L. DAVIDSON
TITLE: CHAIRMAN OF THE BOARD
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
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<S> <C> <C>
*99 Appraisal Reports by Senior Living Valuation Service, Inc.
*99.1 Offer to Purchase dated May 16, 1996 (incorporated by reference to
Exhibit 99.1 to the Company's Tender Offer Statement on Schedule
14D-1 dated May 16, 1996).
*99.2 Letter of Transmittal (incorporated by reference to Exhibit 99.2 to
the Company's Tender Offer Statement on Schedule 14D-1 dated May 16,
1996).
*99.3 Form of Letter to Unitholders (incorporated by reference to Exhibit
99.3 to the Company's Tender Offer Statement on Schedule 14D-1 dated
May 16, 1996).
*99.4 Letter from the Company to Brokers, Dealers, Trust Companies and
Other Nominees (incorporated by reference to Exhibit 99.4 to the
Company's Tender Offer Statement on Schedule 14D-1 dated May 16,
1996).
*99.5 Letter to Clients for use by Brokers, Dealers, Trust Companies and
Other Nominees (incorporated by reference to Exhibit 99.5 to the
Company's Tender Offer Statement on Schedule 14D-1 dated May 16,
1996).
*99.6 Text of Press Release dated May 16, 1996 (incorporated by reference
to Exhibit 99.6 to the Company's Tender Offer Statement on Schedule
14D-1 dated May 16, 1996).
99.7 Supplement to Offer to Purchase dated June 11, 1996 (incorporated
by reference to Exhibit 99.7 to Amendment No. 1 to the Company's
Tender Offer Statement on Schedule 14D-1 dated June 11, 1996).
99.8 Form of Revised Letter to Unitholders (incorporated by reference to
Exhibit 99.8 to Amendment No. 1 to the Company's Tender Offer
Statement on Schedule 14D-1 dated June 11, 1996).
99.9 Revised Letter from the Company to Brokers, Dealers, Trust Companies
and Other Nominees (incorporated by reference to Exhibit 99.9 to
Amendment No. 1 to the Company's Tender Offer Statement on Schedule
14D-1 dated June 11, 1996).
99.10 Revised Letter to Clients for use by Brokers, Dealers, Trust
Companies and Other Nominees (incorporated by reference to Exhibit
99.10 to Amendment No. 1 to the Company's Tender Offer Statement on
Schedule 14D-1 dated June 11, 1996).
</TABLE>
* Previously filed.
