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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
ARV Assisted Living, Inc.
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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FOR IMMEDIATE RELEASE
CONTACT: Mitch Gellman
Director of Investor Relations
714/435/4322
E-Mail: [email protected]
ARV ASSISTED LIVING ANNOUNCES THAT LARRY MURPHY WILL NOT BE JOINING THE COMPANY
COSTA MESA, California -- December 16, 1997 -- ARV Assisted Living, Inc.
(AMEX:SRS) announced today that its new President and Chief Operating Officer,
Lawrence Murphy, will not be joining the company, citing family and health
reasons. "We are disappointed that Larry will not be joining us," said Howard G.
Phanstiel, Chairman and Chief Executive Officer of ARV. "Larry is an outstanding
executive with an excellent reputation in the assisted living industry. We had
very much looked forward to working with him. We certainly understand his
decision and wish him the very best."
"I regret that circumstances prevent me from pursuing my opportunity with ARV.
I have only the highest regard for its management and its potential in the
assisted living business," said Murphy.
ARV further noted that Murphy would remain with Marriott and that Mr. Murphy
and ARV had agreed to terminate his employment. John A. Booty, co-founder and
current member of the Company's board of directors, will continue as interim
President.
ARV Assisted Living Inc., formerly American Retirement Villas Corporation, was
founded in 1980. ARV is one of the nation's leading providers of assisted
living. The company operates 49 communities containing about 6,300 units in 11
states. It has six communities under construction in California, Florida,
Massachusetts and Nevada.
Photographs of Howard G. Phanstiel and John A. Booty are Available
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CERTAIN ADDITIONAL INFORMATION: ARV Assisted Living, Inc. (the "Company") will
be soliciting proxies against the director nominees of Emeritus Corporation and
other shareholder proposals by Emeritus Corporation. The following individuals
may be deemed to be participants in the solicitation of proxies by the Company
and as of December 10, 1997 beneficially own the number of shares of common
stock as indicated: Howard G. Phanstiel, Chairman of the Board and Chief
Executive Officer, 0 shares; John A. Booty, interim President, 699,246 shares;
David P. Collins, Executive Vice President, 558,939 shares; Graham P.
Espley-Jones, Executive Vice President and Chief Financial Officer, 274,964
shares; Sheila M. Muldoon, Vice President and General Counsel, 3,500 shares;
Eric K. Davidson, Senior Vice President, 14,538 shares; Robert P. Freeman,
Director, 6,183,238 shares; Murry N. Gunty, Director, 6,183,238 shares; Kenneth
M. Jacobs, Director, 6,183,238 shares; R. Bruce Andrews, Director, 5,000 shares;
Maurice J. DeWald, Director, 6,000 shares; and John J. Rydzewski, Director,
10,000 shares. The Company has retained Salomon Smith Barney ("SSB") to act as
financial advisor in connection with the proxy solicitation. SSB will not
receive any fee for, or in connection with, such financial advisory and
solicitation activities apart from the fees they are otherwise entitled to
receive under their engagement. The Company has agreed to indemnify SSB against
certain liabilities and expenses. SSB is an investment banking firm that
provides a full range of financial services for institutional and individual
clients. SSB does not admit or deny that any of its directors, officers, or
employees is a "participant" as defined in Schedule 14A promulgated by the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as
amended, or that such Schedule 14A requires the disclosure of certain
information concerning such persons. In the normal course of its business, SSB
regularly buys and sells the Company's Common Stock for its own account and for
the accounts of its customers, which transactions may result from time to time
in SSB and its associates having a net "long" or net "short" position in the
Company's Common Stock or option contracts with other derivatives in or relating
to the Company's securities. According to a Schedule 13D filed by SSB on
December 6, 1997, as of October 29, 1997, SSB may be deemed to beneficially own
664,778 shares of the Company's Common Stock. SSB will assist in the
solicitation of proxies, which will be carried out by a team of individuals
consisting of directors, officers and employees of SSB numbering approximately
10 persons.
