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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3 TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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AMERICAN RETIREMENT VILLAS PROPERTIES II
(NAME OF SUBJECT COMPANY)
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ARV ASSISTED LIVING, INC.
(BIDDER)
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LIMITED PARTNERSHIP UNITS
(TITLE OF CLASS OF SECURITIES)
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_____________________________________
(CUSIP NUMBER OF CLASS OF SECURITIES)
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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 BIDDER)
COPIES TO:
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WILLIAM J. CERNIUS
LATHAM & WATKINS
650 TOWN CENTER DRIVE, SUITE 2000
COSTA MESA, CALIFORNIA 92626
(714) 540-1235
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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* For purposes of calculating amount of filing fee only. This amount
assumes the purchase of 34,855.542 Units (the "Units"), at a price per
Unit of $720 in cash. Pursuant to, and as provided by, Rule 0-11(d), the
amount being paid with the filing of this Schedule 14D-1 is $8,622.00.
[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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14D-1
CUSIP No. ___________
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1 NAME OF REPORTING PERSON AND 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
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5 CHECK 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
15,547.5 UNITS
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8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN UNITS [ ]
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
44.4%
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10 TYPE OF REPORTING PERSON
CO
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ITEM 1. SECURITY AND SUBJECT COMPANY.
(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 dated May 16, 1996 as amended by the Supplement to the Offer to
Purchase dated June 11, 1996 (collectively, 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.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d), (g) This Statement is being filed by ARV Assisted
Living, Inc. (the "Purchaser"). 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, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT
COMPANY.
(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. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth on the cover page and in the
INTRODUCTION, "SPECIAL FACTORS - Source and Amount of Funds" and "THE OFFER"
- - Section 15 ("Fees and Expenses") of the Offer to Purchase is incorporated
herein by reference.
(b) Not applicable.
(c) Not applicable.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
(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," "SPECIAL FACTORS - Interests of Certain
Persons," "THE OFFER" - Section 7 ("Effects of the Offer on Non-
3
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Tendering Unitholders") and "THE OFFER" - Section 9 ("Certain Information
Concerning the Company") of the Offer to Purchase is incorporated herein by
reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(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. The Offer expired on June 21, 1996, at 10:00
p.m. Dallas, Texas time. As of July 26, 1996, there were 2,044 Unitholders of
record owning 35,020 Units, of which the Company owns 15,548 Units
(approximately 44% of the outstanding Units).
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SUBJECT COMPANY'S SECURITIES.
Not applicable.
ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
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 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
Not applicable. Certain information with respect to the ability of the
Purchaser to finance the Offer is set forth in "SPECIAL FACTORS - Source and
Amount of Funds" of the Offer to Purchase and is incorporated herein by
reference. The incorporation by reference herein of the above referenced
information does not constitute an admission that such information is material
to a decision by a Unitholder of the Partnership as to whether to sell, tender
or hold Units being bought in the Offer.
ITEM 10. ADDITIONAL INFORMATION.
(a) None.
(b)-(d) The information set forth in "THE OFFER" - Section 11
("Certain Legal Matters and Regulatory Approvals") of the Offer to Purchase is
incorporated herein by reference.
(e) None.
(f) The information set forth in the Offer to Purchase, the Letter of
Transmittal, the Press Release of May 16, 1996, and the Supplement to the Offer
to Purchase, copies of which are attached hereto as Exhibits 99.1, 99.2, 99.6
and 99.7, respectively, is incorporated herein by reference.
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ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
*99.1 Offer to Purchase dated May 16, 1996.
*99.2 Letter of Transmittal.
*99.3 Form of Letter to Unitholders.
*99.4 Letter from the Company to Brokers, Dealers,
Banks, Trust Companies and Other Nominees.
*99.5 Letter to Clients for use by Brokers,
Dealers, Banks, Trust Companies and Other Nominees.
*99.6 Text of Press Release dated May 16, 1996.
*99.7 Supplement to the Offer to Purchase dated June 11, 1996.
*99.8 Form of Revised Letter to Unitholders.
*99.9 Revised Letter from the Company to Brokers,
Dealers, Banks Trust Companies and Other Nominees.
*99.10 Revised Letter to Clients for Use by Brokers, Dealers,
Banks, Trust Companies and Other Nominees.
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* Previously filed
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Signature
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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: July 26, 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
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<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
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<S> <C> <C>
*99.1 Offer to Purchase dated May 16, 1996.
*99.2 Letter of Transmittal.
*99.3 Form of Letter to Unitholders.
*99.4 Letter from the Company to Brokers, Dealers,
Banks, Trust Companies and Other Nominees.
*99.5 Letter to Clients for use by Brokers,
Dealers, Banks, Trust Companies and Other
Nominees.
*99.6 Text of Press Release dated May 16, 1996.
*99.7 Supplement to the Offer to Purchase dated
June 11, 1996.
*99.8 Form of Revised Letter to Unitholders.
*99.9 Revised Letter from the Company to Brokers,
Dealers, Banks Trust Companies and Other
Nominees.
*99.10 Revised Letter to Clients for Use by Brokers,
Dealers, Banks, Trust Companies and Other
Nominees.
</TABLE>
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* Previously filed
