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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
ARV ASSISTED LIVING, INC.
(Name of Issuer)
Common Stock
No Par Value
(Title of Class of Securities)
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00204C107
(CUSIP Number)
EMERITUS CORPORATION
(Name of Persons Filing Statement)
Raymond Brandstrom
3131 Elliot Avenue
Suite 500
Seattle Washington 98121
Tel. No.: 206-298-2909
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
with a copy to:
Phillip Mills Michael Stansbury
Davis Polk & Wardwell Perkins Coie
450 Lexington Avenue 1201 Third Avenue
New York, New York 10017 Suite 4000
Tel. No.: 212-450-4000 Seattle, Washington 98101
Tel. No.: 206-583-8888
November 7, 1997
(Date of Event which Requires Filing of
this Statement)
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If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this statement because of Rule 13d-1(b)(3) or (4), check the
following: [ ]
Check the following box if a fee is being paid with this statement: [ ]
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SCHEDULE 13D
CUSIP No. 00204C107 Page 2 of 4 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Emeritus Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
WA
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY 1,077,200
EACH REPORTING PERSON
WITH
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,077,200
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,077,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [X]
CERTAIN SHARES*
See Item 5
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
Emeritus Corporation, a Washington corporation ("Emeritus") hereby
amends and supplements the Report on Schedule 13D originally filed with the
Securities and Exchange Commission on October 14, 1997 (the "Schedule 13D")
with respect to the purchase of shares of Common Stock, no par value per share
(the "Shares") of ARV Assisted Living, Inc., a California corporation.
Capitalized terms used but not defined herein shall have the meanings given to
such terms in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
The response set forth in Item 3 of the Schedule 13D is hereby
amended and restated in its entirety as follows.
The aggregate amount of funds required by Emeritus to purchase
the 1,077,200 Shares directly owned by it referred to in Item 5 hereof (the
"Emeritus Shares") and to pay related costs was approximately $13.2 million.
Of such funds, as of the date hereof, approximately $9.1 million was obtained
through margin loans from Ragen MacKenzie Incorporated, Seattle, Washington.
The balance of such funds was obtained from the working capital of Emeritus.
Future purchases of Shares, if any, by Emeritus or its affiliates would be
financed from (a) the working capital of Emeritus, (b) margin loans and (c)
other third party sources. In the event that Emeritus acquires all the equity
of ARV, it will need funds in addition to its existing resources. While
Emeritus has had extensive discussions with prospective sources of financing
including banks, institutional investors and private debt and equity sources,
to date it has not entered into any definitive agreements for specifically the
purpose of acquiring Shares.
Item 5. Interest in Securities of the Company.
The response set forth in Item 5(a) of the Schedule 13D is hereby
amended by replacing "958,700" and "8.28%" in the first sentence with
"1,077,200" and "9.3%", respectively.
The response set forth in Item 5(b) of the Schedule 13D is hereby
amended by replacing "958,700" in the first sentence with "1,077,200".
The response set forth in Item 5(c) of the Schedule 13D is hereby
amended and restated in its entirety as follows:
Other than the transactions described below, no transactions in the
Shares have been effected since the filing of the Schedule 13D. All of the
purchases of Shares set forth below were made in the open market.
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Aggregate
Date of Transaction Number of Shares Purchased Price Per Share Purchase Price
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10/23/97 20,000 $16.30 $326,000
10/24/97 7,500 $16.05 $120,375
10/27/97 25,000 $15.83 $395,750
10/31/97 32,000 $14.98 $479,360
11/4/97 15,000 $15.21 $228,150
11/6/97 5,000 $15.44 $77,200
11/7/97 14,000 $15.44 $216,160
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Schedule A -- Directors and Executive Officers of Emeritus.
The response set forth in Schedule A of the Schedule 13D is hereby
amended by deleting the first sentence and replacing it with the following:
"The name, business address and present principal occupation or
employment of each of the directors and executive officers of Emeritus are
set forth below."
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: November 10, 1997
EMERITUS CORPORATION
By: /s/ Raymond R. Brandstrom
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Name: Raymond R. Brandstrom
Title: President
