<PAGE> 1
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
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
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
ARV Assisted Living, Inc.
- --------------------------------------------------------------------------------
(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:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(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):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
<PAGE> 2
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 3
LOGO
December 31, 1997
Dear Shareholder:
I am pleased to send to you ARV's Annual Report and our proxy statement
describing the Board's nominees for election at the Annual Meeting of
Shareholders now set for January 28, 1998. Obviously, we know that you are all
awaiting the Board's recommendation with respect to the tender offer commenced
by Emeritus Corporation. The Board will be meeting very shortly, and I expect to
be able to mail its recommendation to you early the week of January 5, 1998.
We urge you to take no action until you have received the recommendation of
your Board and had a full opportunity to consider the ramifications for your
investment in ARV of either voting for Emeritus' slate of directors or tendering
your shares in response to their tender offer.
Thank you for your patience.
On Behalf of Your Board of Directors,
Sincerely,
/s/ HOWARD G. PHANSTIEL
Howard G. Phanstiel
245 Fischer Avenue, D-1, Costa Mesa, California 92626-4539
(800) 624-0236 - (714) 751-7400 - (714) 751-1743 Fax
