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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 21, 1996
Commission file number 0-26980
ARV ASSISTED LIVING, INC.
(Exact name of Registrant as specified in its charter)
CALIFORNIA 33-0160968
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
245 FISCHER AVENUE, D-1
COSTA MESA, CA 92626
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (714) 751-7400
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The following 8-K/A is being submitted to amend the 8-K filed by ARV Assisted
Living, Inc. on July 3, 1996. The acquisition of the 44% interest in the
American Retirement Villas Properties II partnership was reported under Item 5
in the previous 8-K. The proper designation is under Item 2.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
AMERICAN RETIREMENT VILLAS PROPERTIES II ("ARVP II")
Consistent with its business plan strategy, ARV Assisted Living, Inc. (the
"Company") has acquired approximately 44% of the limited partnership units in
ARVP II, which owns and/or leases ten assisted living facilities. On May 16,
1996, the Company tendered for the limited partnership units in ARVP II, at a
net cash price per unit of $720 (the "Offer Price"). At the close of June 21,
1996, holders of approximately 15,300 units tendered their shares representing
approximately 44% of all units. Therefore, when added to previously acquired
units, the Company owns approximately 15,410 units or approximately 44% of the
limited partnership units.
ARVP II owns four assisted living facilities containing 458 units and is the
lessee of six assisted living facilities containing 481 units, all of which are
currently managed by the Company. Each facility provides full meal, maid,
communal and assisted living services for senior citizens.
TERMS OF PURCHASE
The Company paid approximately $11.2 million with cash on hand to acquire these
limited partnership units inclusive of acquisition-related costs.
OPERATION
The occupancy rate at the ARVP II facilities at June 30, 1996 was approximately
93.0%. The facilities range in age from ten to 22 years old. The Company is
confident that its experience in assisted living facilities and its knowledge
of the senior housing market, including the operation of twenty eight other
assisted living facilities will enable it to achieve operating efficiencies
while maintaining or improving the Facilities' occupancy rates at full market
rent.
THE FACILITIES
A. LEASEHOLD FACILITIES
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The Retirement Inn of Burlingame was built in 1977 and is a 36,000 square foot,
four-story building with 68 specially designed living units. It features a
general store, beauty and barber shop, billiards room, private dining room,
underground parking and an outdoor terrace offering views of the tree-lined
streets.
The Retirement Inn of Campbell was built in 1977 and is located on 1.1 acres of
land in a two-story, 35,000 square foot building with 72 residential units.
Campbell features many amenities
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including an arts and crafts studio, game and card room and barbecue terrace.
Covina Villa is a two-story, 34,000 square foot facility that was constructed
in 1977. It features 64 units and features a library, hobby room, beauty and
barber shop and a private dining room for entertaining family and friends.
The Retirement Inn of Fremont features 70 residential units in a 35,000 square
foot, two-story building. Fremont was built in 1977 and includes a general
store, beauty and barber shop, private dining room, outdoor terrace and
courtyard.
In 1977, The Retirement Inn of Sunnyvale opened its 123 rental units, in a
two-story building with 61,000 square feet on 2.1 acres of land. This facility
features a general store, beauty and barber shop, arts and crafts studio and
shuffleboard courts.
The Inn at Willow Glen is a two-story, 48,000 square foot building with 84
studio and one-bedroom units. The Inn was built in 1977 and features a general
store, beauty and barber shop, private dining room, and landscaped courtyard
with a lovely waterscape.
B. FACILITIES OWNED IN FEE
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The Retirement Inn of Daly City is a 37,000 square foot, two-story facility on
1.15 acres of land featuring 95 units. Built in 1975, this facility includes
an activity room, beauty and barber shop, private dining room and a general
store.
Built in 1974, the Retirement Inn of Fullerton is a two-story, 38,000 square
foot building situated on an acre of land and has 68 units. Amenities include
a general store, beauty and barber shop, several lounges and activities areas.
Montego Heights Lodge was built in 1978 on five acres of land. The 112,000
square foot facility consists of connected two-story and four-story buildings
with 170 studio and one bedroom units. Amenities include a hobby and billiard
rooms, a library, auditorium, private dining room and an outdoor waterscape and
aviary.
Valley View Lodge consists of a 97,500 square foot, two-story building with 125
studio and one bedroom apartments. This facility was built in 1986 on five
acres of land and features a beauty and barber shop, billiards room, private
dining room and auditorium.
LOCATIONS
A. LEASEHOLD FACILITIES
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The Retirement Inn of Burlingame is located near the San Francisco
International Airport and approximately 15 miles south of San Francisco in San
Mateo County, California. This facility is within walking distance of downtown
Burlingame.
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The Retirement Inn of Campbell is located nine miles west of San Jose in Santa
Clara County, California.
Covina Villa is located in the City of Covina in Los Angeles County, California
and is 25 miles east of Los Angeles and one mile north of the San Bernardino
Freeway.
The Retirement Inn of Fremont is situated in Alameda County, California and
located 18 miles north of San Jose. This facility is within one mile of the
B.A.R.T. subway station.
The Retirement Inn of Sunnyvale is located just northwest of San Jose in Santa
Clara County, California.
The Inn at Willow Glen is located in San Jose, one-half mile south of Highway
280 in Santa Clara County, California.
B. FACILITIES OWNED IN FEE
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The Retirement Inn of Daly City is located seven miles south of downtown San
Francisco and is close to major shopping and medical facilities. Daly City is
in San Mateo County, California.
The Retirement Inn of Fullerton is located in central Orange County,
California. It is one mile east of downtown Fullerton and within two miles of
the 91 and 57 Freeways.
Montego Heights Lodge is located approximately 20 miles east of San Francisco
in the City of Walnut Creek, Contra Costa County, California. The John Muir
Medical Center and Heather Farms Park are located within two blocks.
Valley View Lodge is 16 miles northeast of Oakland near the Rossmoor Retirement
Community in Walnut Creek. Valley View Lodge is in Contra Costa County,
California.
MARKET DATA
A. LEASEHOLD FACILITIES
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The Retirement Inn of Burlingame's primary market is the City of Burlingame and
its neighboring residential communities of San Francisco, San Mateo, Daly City
and East Bay.
The assisted living residents of the Retirement Inn of Campbell come from the
cities of Campbell, Los Gatos, Saratoga and San Jose.
Covina Villa's primary market are the cities of West Covina, Azusa, Baldwin
Park, Glendora, San Dimas and Arcadia, all within the County of Los Angeles.
The Retirement Inn of Fremont's primary market are the cities of Fremont,
Hayward, Union City and Newark.
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The primary market for the Retirement Inn of Sunnyvale are the cities of
Sunnyvale, San Jose, Los Altos, Cupertino, Saratoga, Palo Alto and Mountain
View.
The primary market for the Inn at Willow Glen is the San Jose area.
B. FACILITIES OWNED IN FEE
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The Retirement Inn of Daly City receives assisted living residents mainly from
Daly City, South San Francisco, Pacifica and San Bruno.
The Retirement Inn of Fullerton's primary market is the City of Fullerton and
its neighboring residential communities of Orange, Anaheim, Santa Ana, Yorba
Linda, Buena Park and Brea.
Montego Heights Lodge draws residents from the cities of Walnut Creek, Concord,
Pleasant Hill and Danville.
Valley View Lodge receives most of its resident from the City of Walnut Creek
and surrounding cities including Lafayette, Danville, Rossmoor, San Ramon,
Orinda, Alamo and Danville.
COMPETITION
A. LEASEHOLD FACILITIES
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Competition for the Retirement Inn of Burlingame of senior assisted living
services comes primarily from Greenhills Retirement Center, Sterling Court,
Mills Estate Villas, Woodside Terrace, Westborough Royale and Hillsdale Manor.
Another ARVP II facility, the Retirement Inn of Daly City, is located in Daly
City, County of San Mateo, and may present some competition with its 95 units.
The Retirement Inn of Campbell has no competition in the City of Campbell but
from time to time competes against Villa Fontana, Westgate Villa and Chateau
Cupertino. In the County of Santa Clara, this facility may compete with two of
ARVP II's other facilities, the Retirement Inn of Sunnyvale and the Inn at
Willow Glen.
Covina Villa competes against the assisted living services provided by
Bridgecreek, San Dimas Retirement and Country View Retirement. In addition,
two Company operated facilities present some competition in the area, Rancho
Park Villa, a 163-unit assisted living facility, and Villa Colima, a 94-unit
assisted living facility.
The Retirement Inn of Fremont competes directly with Carleton Plaza of Fremont
and St. Regis of Hayward for assisted living residents.
The Retirement Inn of Sunnyvale competes mainly with Sunnyside Gardens, Palo
Alto Commons, Villa Serena and Seven Oaks for providing assisted living
services to the elderly. As stated earlier, Sunnyvale may also compete with
two ARVP II facilities, the Retirement Inn at
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Campbell, which has 72 units, and the Inn at Willow Glen in San Jose, which has
84 units.
The Inn at Willow Glen has one competitor in a ten mile radius named Willow
Glen Villas and sometimes competes with The Terraces, Villa Fontana, Westgate
Villas, Sunny View Retirement and The Atrium which are all located more than
ten miles away. Other competitors in the county are two of ARVP II's sister
facilities, the Retirement Inn at Sunnyvale and the Retirement Inn at Campbell.
B. FACILITIES OWNED IN FEE
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The Retirement Inn of Daly City competes mainly with Westborough Royale and on
occasion, Green Hills Retirement and Home Sweet Home. Within the county of San
Mateo is the Retirement Inn of Burlingame, which is operated by the Company for
ARVP II and has 68 units.
For the Retirement Inn of Fullerton, competition for the provision of senior
assisted living services within the City of Fullerton comes primarily from
Acacia Villa, a 66 unit assisted living facility operated by the Company,
Sunnycrest Chalet, Gold Star, Fullerton Residential and Nohl Ranch.
Montego Heights Lodge competes with a number of facilities including Byron
Park, Kensington Place, Concord Royale, Chateau I and Diablo Lodge. Montego
Heights also competes with Valley View Lodge, a 125 unit assisted living
facility, which is owned by ARVP II and operated by the Company.
Valley View Lodge competes with Diablo Lodge, Villa San Ramon, Byron Park,
Kensington Place and Chateau I for assisted living residents. Montego Height
Lodge of Walnut Creek, a facility owned by ARVP II, competes in the same
marketplace as Valley View Lodge. In the near future, Valley View Lodge will
be presented with additional competition when Tiffany Court and ManorCare open
their facilities.
SPECIAL RISKS
The ARVP II facilities face a number of different competitors within their
marketplace and may compete with Company-run facilities owned or leased by ARVP
II or other facilities operated by the Company in their respective counties.
The penetration and the presence of competitors in close proximity to the ARVP
II facilities and entrance of new players may hinder efforts to increase rents
and raise occupancies.
In order to be a success in the marketplace, the Company will depend to a large
extent on increasing gross revenues, holding or decreasing costs, and the
managerial abilities of the on-site team. However, given that the ARVP II
facilities are not newly constructed, unforseen circumstances could necessitate
major renovation or more refurbishing than originally planned.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The Financial Statements and Pro Forma Financial Statements required for ARVP
II by this Item 7 will be filed within 60 days of the 8-K filed on July 3,
1996.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ARV Assisted Living, Inc.
By: /s/ Graham P. Espley-Jones
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Graham P. Espley-Jones
Chief Financial Officer
Date: July 11, 1996
