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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
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AMERICAN RETIREMENT VILLAS PROPERTIES II
(Name of Subject Company)
AMERICAN RETIREMENT VILLAS PROPERTIES II
(Name of Person(s) Filing Statement)
Limited Partnership Units
(Title of Class of Securities)
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(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 Person Authorized
to Receive Notices and Communications on Behalf of
Person(s) Filing Statement)
COPIES TO:
WILLIAM J. CERNIUS
LATHAM & WATKINS
650 TOWN CENTER DRIVE, SUITE 2000
COSTA MESA, CALIFORNIA 92626
(714) 540-1235
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ITEM 1 - SECURITY AND SUBJECT COMPANY
The name of the subject company is American Retirement Villas Properties
II, a California limited partnership (the "Partnership"), and the address of
the Partnership is 245 Fischer Avenue, D-1, Costa Mesa, California 92626. The
title of the class of security to which this statement relates is the limited
partnership units of the Partnership (the "Units").
ITEM 2 - TENDER OFFER OF THE BIDDER
This statement relates to the tender offer (the "Offer") disclosed in the
Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") and the Rule
13e-3 Transaction Statement on Schedule 13E-3 (the "Schedule 13E-3"), each
dated July 26, 1996, of the bidder, ARV Assisted Living, Inc., a California
corporation and the Managing General Partner of the Partnership (the
"Company"), to purchase any and all outstanding Units at $720.00 per Unit, less
second quarter distributions and without interest, net to the seller in cash,
upon the terms and subject to the conditions set forth in the Offer to Purchase
and the related Letter of Transmittal both dated July 26, 1996 (which together
constitute the "Offer to Purchase") which are filed herewith as Exhibits 99.1
and 99.2. The address of the Company is 245 Fischer Avenue, D-1, Costa Mesa,
California 92626. The information in the INTRODUCTION and "THE OFFER" -
Section 9 ("Certain Information Concerning the Company") of the Offer to
Purchase is incorporated herein by reference.
ITEM 3 - IDENTITY AND BACKGROUND
(a) The name and business address of the Partnership, which is the
person filing this statement, are set forth in Item 1 above.
(b) The information in the INTRODUCTION, "SPECIAL FACTORS - Unitholder
Considerations, "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 - THE SOLICITATION OR RECOMMENDATION
(a), (b) The information set forth in the INTRODUCTION, "SPECIAL FACTORS
- - Fairness of the Transaction; Position of the General Partners" and "SPECIAL
FACTORS - Appraisals" of the Offer to Purchase is incorporated herein by
reference.
ITEM 5 - PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED
The information set forth in the INTRODUCTION, "SPECIAL FACTORS -
Background of the Transactions" and "THE OFFER" - Section 13 ("Fees and
Expenses") of the Offer to Purchase is incorporated herein by reference.
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ITEM 6 - RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES
(a) To the Partnership's knowledge, except for the tender offer of May
16, 1996 conducted by the Company as described in the INTRODUCTION of the Offer
to Purchase and incorporated herein by reference, no transactions in the Units
have been effected during the past sixty days by the Partnership or its General
Partners or affiliates.
(b) No General Partner or affiliate of the Partnership, other than the
Company, holds any Units of the Partnership.
ITEM 7 - CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY
(a) Except as set forth in Item 3(b) hereof, the Partnership is not
engaged in any negotiation in response to the Offer which relates to or would
result in (i) an extraordinary transaction such as a merger or reorganization
involving the Partnership or any of its subsidiaries; (ii) a purchase, sale or
transfer of a material amount of assets by the Partnership or any of its
subsidiaries; (iii) a tender offer for or other acquisition of securities by or
of the Partnership; or (iv) any material change in the present capitalization
or dividend policy of the Partnership.
(b) Except as set forth in Item 3(b) hereof, there are no transactions,
board resolutions, agreements in principal or signed contracts in response to
the Offer which relate to or would result in one or more of the matters
referred to in this Item 7.
ITEM 8 - ADDITIONAL INFORMATION TO BE FURNISHED
The information contained in the Offer to Purchase filed as Exhibit 99,1
to the Company's Tender Offer Statement on Schedule 14D-1 dated July 26, 1996
is incorporated herein by reference.
ITEM 9 - MATERIAL TO BE FILED AS EXHIBITS
99.1 Offer to Purchase dated July 26, 1996 (incorporated by reference to
Exhibit 99.1 to the Company's Tender Offer Statement on Schedule
14D-1 dated July 26, 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 July
26, 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
July 26, 1996).
99.4 Form of Text of Press Release dated July 26, 1996 (incorporated by
reference to Exhibit 99.6 to the Company's Tender Offer Statement
on Schedule 14D-1 dated July 26, 1996).
99.5 Limited Partnership Agreement of American Retirement Villas
Properties II (incorporated by reference to the Partnership's
Prospectus dated May 10, 1989, included in its Registration
Statement on Form S-1 (No. 33-20365)).
99.6 Property Management Agreement between American Retirement Villas
Properties II and American Retirement Villas Corporation.
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Signature
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After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
AMERICAN RETIREMENT VILLAS PROPERTIES II
By: ARV ASSISTED LIVING, INC.
Managing General Partner
By: /s/ GARY L. DAVIDSON
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Name: Gary L. Davidson
Title: Chairman of the Board
Date: July 26, 1996
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
- ------- ----------- ------------
<S> <C>
99.1 Offer to Purchase dated July 26, 1996 (incorporated
by reference to Exhibit 99.1 to the Company's Tender
Offer Statement on Schedule 14D-1 dated July 26, 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 July 26, 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 July 26, 1996).
99.4 Form of Text of Press Release dated July 26, 1996
(incorporated by reference to Exhibit 99.6 to the
Company's Tender Offer Statement on Schedule 14D-1
dated July 26, 1996).
99.5 Limited Partnership Agreement of American Retirement
Villas Properties II (incorporated by reference to the
Partnership's Prospectus dated May 10, 1989, included in
its Registration Statement on Form S-1 (No. 33-20365)).
99.6 Property Management Agreement between American Retirement
Villas Properties II and American Retirement Villas
Corporation (incorporated by reference to Exhibit 99.6 to
the Partnership's Solicitation/Recommendation Statement
on Schedule 14D-9 dated May 16, 1996).
</TABLE>
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