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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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LOGO
December 24, 1997
Dear Shareholder:
As you may know by now, Emeritus Corporation has launched a hostile
takeover attempt of your Company. Emeritus is sending you tender offer documents
and proxy materials. They seek your support to replace your Board and buy your
Company.
THERE IS NO NEED TO RUSH TO RESPOND TO EMERITUS' HOSTILE OFFER OR ITS PROXY
SOLICITATION. YOU WILL HAVE PLENTY OF TIME TO CONSIDER ALL THE ISSUES.
The tender offer is for $17.50 per share. The conditions of the offer
include: (i) Emeritus receiving a tender of shares which, when added to shares
already owned by Emeritus and its affiliates, equals at least a majority of the
shares outstanding; (ii) Emeritus and its subsidiary obtaining financing
satisfactory to them; (iii) ARV's Board of Directors approval and recommendation
of a merger between ARV and Emeritus' subsidiary; and (iv) rescission of the
redemption of ARV's 6 3/4% convertible subordinated notes due 2007.
PLEASE DO NOT TENDER YOUR SHARES OR SIGN ANY PROXY MATERIALS UNTIL YOU
RECEIVE YOUR BOARD'S RECOMMENDATION.
Your Board is doing a thorough review of Emeritus' offer. The Board has
retained leading investment, financial and legal advisors to help in this
review.
Your Board recognizes its fiduciary duty to act in the best interests of
all shareholders. WE WILL ISSUE OUR RECOMMENDATION TO ALL SHAREHOLDERS AFTER WE
COMPLETE OUR REVIEW OF THE OFFER. THIS WILL OCCUR WELL BEFORE THE OFFER'S
EXPIRATION ON JANUARY 21, 1998. YOU WILL HAVE AMPLE TIME TO REVIEW ALL THE FACTS
BEFORE MAKING ANY DECISIONS.
-more-
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I encourage you to contact me, Graham Espley-Jones, ARV's Chief Financial
Officer, or Mitch Gellman, ARV's Director of Investor Relations, with your
questions or concerns. You can reach us at 714/435/4322 or by E-Mail at
[email protected]. You can also contact MacKenzie Partners, Inc.,
which is assisting us in this matter, toll free at 800/322/2885.
Thank you for your continuing support of ARV Assisted Living, Inc.
Sincerely,
LOGO
Howard G. Phanstiel
Chairman of the Board and
Chief Executive Officer
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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 18, 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.
