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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
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(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
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COMMISSION FILE NUMBER: 0-26980
ARV ASSISTED LIVING, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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CALIFORNIA 33-0160968
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
245 FISCHER AVENUE, D-1 92626
COSTA MESA, CA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (714) 751-7400
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes No X
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The number of outstanding shares of the Registrant's Common Stock, no par
value, as of November 5, 1996 was 9,646,127.
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The following 10-Q/A is being submitted to amend the 10-Q filed by ARV
Assisted Living, Inc. on November 14, 1996. In the previous 10- Q, the
Registrant unintentionally omitted information required to be submitted in Item
4 "Submission of Matters to Vote of Security Holders." This 10-Q/A summarizes
the shareholder vote on the election of the Company directors. In addition, a
risk factor with respect to shares eligible for future sale has been corrected
in Item 5.
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS.
On August 13, 1996, the annual meeting of stockholders of ARV Assisted
Living Inc. was held at the Red Lion Hotel, 3050 Bristol Street, Costa Mesa,
California. Holders of 6,163,645 shares of common stock or 64.47% of the total
shares of common stock were present, either in person or by proxy. Mr. Gary L.
Davidson, Chairman and Co-Chief Executive of the Company, introduced the one
item of business for the meeting, the election of the seven directors of the
Company to serve until the next annual meeting of stockholders. The Board of
Directors had nominated Messrs. Davidson, John A. Booty, David P. Collins, R.
Bruce Andrews, Maurice J. DeWald, James M. Peters and John J. Rydzewski as
candidates for the office of director. There were no other nominations.
The results of the votes cast for the persons nominated as directors
are as follows: Mr. Davidson received 6,161,185 votes, 64.44% of the votes
cast; Mr. Booty received 6,161,185 votes, 64.44% of the votes cast; Mr. Collins
received 6,161,185 votes, 64.44% of the votes cast; Mr. Andrews received
6,160,585 votes, 64.43% of the votes cast; Mr. DeWald received 6,160,585 votes,
64.43% of the votes cast; Mr. Peters received 6,160,585 votes, 64.43% of the
votes cast; and Mr. Rydzewski received 6,160,585 votes, 64.43% of the votes
cast. As a result, Mr. Davidson declared the directors duly elected.
ITEM 5. OTHER INFORMATION.
RISK FACTOR - SHARES ELIGIBLE FOR FUTURE SALE
As of September 30, 1996, the Company had outstanding 9,646,127 shares
of Common Stock, assuming no conversion of the Convertible Notes or exercise of
outstanding warrants and options. Of these shares, 3,565,000 shares of Common
Stock sold in the IPO Offering, and 5,138,466 shares which became unrestricted
following the IPO Offering are tradable in calendar year 1996 without
restriction or limitation under the Securities Act, except for any shares owned
or purchased by "affiliates" of the Company which will be subject to resale
limitations under Rule 144 of the Securities Act. The remaining 942,661
outstanding shares of Common Stock are "restricted securities" within the
meaning of Rule 144 (the "Restricted Shares"). The Restricted Shares may not
be sold except in compliance with the registration requirements of the
Securities Act or pursuant to an exemption, including that provided by Rule
144.
The Company issued 657,803 shares of Common Stock upon its call for
redemption of the 8% Convertible Redeemable Series A Preferred Stock (the
"Series A Preferred Stock") in 1996, of which approximately 78,422 shares were
tradable at December 31, 1995 and 579,381 shares will be tradable without
registration by December 31, 1996. The Company issued 903,373 shares of Common
Stock upon its call for redemption of its 1999 Convertible Notes in 1996, of
which approximately 53,441 and 849,932 shares have or will become tradable
without registration in 1996 and 1997, respectively. The Company issued an
aggregate of 85,146 restricted shares to the former shareholders of SynCare,
Inc. in 1996, all of which will be tradable without registration in September
1998. The Company issued an aggregate of 7,583 restricted shares upon the
exercise of warrants held by certain broker-dealers, all of which will be
tradable without registration by December 31, 1998.
The Commission has proposed to amend the holding period required by
Rule 144 to permit sales of "restricted securities" after one year rather than
the current two years (and two years rather than three years for
"non-affiliates" who desire to trade free of other Rule 144 restrictions). If
such proposed amendment were enacted, the "restricted securities" described
above would become freely tradable (subject to any applicable contractual
restrictions) at correspondingly earlier dates.
In addition to the outstanding shares described above, options to
purchase a total of 406,384 shares of Common Stock and warrants to purchase a
total of 162,248 shares of Common Stock are outstanding as of September 30,
1996. As of September 30, 1996, none of the options or warrants to purchase
shares of Common Stock have been exercised.
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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
(Duly authorized and principal financial officer)
Date: January 14, 1997
By: /s/ Patrick M. Donovan
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Patrick M. Donovan
Vice President Finance
(Duly authorized officer)
Date: January 14, 1997
