===========================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 3)
Under the Securities Exchange Act of 1934
ARV Assisted Living, Inc.
----------------------------------
(Name of Company)
Common Stock, No Par Value
----------------------------------
(Title of Class of Securities)
00204C107
---------------------
(CUSIP Number)
Lorenzo Lorenzotti
Prometheus Assisted Living LLC
Lazard Freres Real Estate Investors L.L.C.
30 Rockefeller Plaza, 63rd Floor
New York, NY 10020
(212) 632-6000
with a copy to:
Kevin Grehan, Esq.
Cravath, Swaine & Moore
825 Eighth Avenue
New York, NY 10019
(212) 474-1490
----------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 1, 1997
(Date of Event which Requires Filing of this Statement)
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 schedule because of Rule 13d-1(b)(3) or (4), check the
following box o.
Note: six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
===========================================================================
Page 1 of 7
<PAGE>
SCHEDULE 13D
CUSIP No. 00204C107 Page 2 of 7 Pages
------------- ---- ---
- ---------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO OF ABOVE PERSON
Prometheus Assisted Living LLC
- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
- ---------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) [ ]
- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ---------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 6,183,238
BENEFICIALLY --------------------------------------------------------
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING -0-
PERSON WITH --------------------------------------------------------
9 SOLE DISPOSITIVE POWER
6,183,238
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,183,238 shares of Common Stock
- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES*
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.0%, the number of shares of Common Stock currently owned by
Prometheus (6,183,238) divided by the number of shares of Common
Stock reported by the Company as outstanding on December 5, 1997
(15,868,998).
- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- ---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 7
<PAGE>
SCHEDULE 13D
CUSIP No. 00204C107 Page 3 of 7 Pages
----------- ----- ---
- ---------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO OF ABOVE PERSON
LF Strategic Realty Investors II L.P.
- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
- ---------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO, BK
- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) [ ]
- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ---------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 6,183,238
BENEFICIALLY ----------------------------------------------------
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING -0-
PERSON WITH ----------------------------------------------------
9 SOLE DISPOSITIVE POWER
6,183,238
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,183,238 shares of Common Stock
- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES*
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.0%, the number of shares of Common Stock currently owned by
Prometheus (6,183,238) divided by the number of shares of Common
Stock reported by the Company as outstanding on December 5, 1997
(15,868,998).
- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- ---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 7
<PAGE>
This Amendment No. 3 to Schedule 13D (this "Amendment") is filed
by LF Strategic Realty Investors II L.P., a Delaware limited partnership
("LFSRI") and Prometheus Assisted Living LLC, a Delaware limited liability
company ("Prometheus", and collectively with LFSRI, the "Reporting
Persons"). As previously reported in the Schedule 13D filed on July 23,
1997, by Lazard Freres Real Estate Investors L.L.C., a New York limited
liability company ("LFREI") and Prometheus (as amended, the "Initial
Schedule 13D"), pursuant to a Stock Purchase Agreement dated as of July 14,
1997, by and between ARV Assisted Living, Inc. (the "Company"), LFREI and
Prometheus (as amended, the "Stock Purchase Agreement"), Prometheus agreed
to purchase certain shares of the common stock, no par value, of the
Company (the "Common Stock"). On July 23, 1997, Prometheus purchased
1,921,012 shares of Common Stock pursuant to the Stock Purchase Agreement
at a purchase price of $14 per share, representing an aggregate investment
of $26,894,168. Thereafter, the Company and the Reporting Persons amended
the Stock Purchase Agreement by entering into an Amended and Restated Stock
and Note Purchase Agreement dated as of October 29, 1997, by and between
the Company, LFREI and Prometheus, which provided for the purchase by
Prometheus of $60,000,000 aggregate principal amount of the Company's 6.75%
Convertible Subordinated Notes due 2007 (the "Company Notes"). Terms used
herein but not defined shall have the meanings assigned to such terms in
the Initial Schedule 13D.
On December 1, 1997, LFREI assigned its ownership interest in
Prometheus to LFSRI. On December 5, 1997, the Company redeemed the Company
Notes for Common Stock pursuant to redemption provisions set forth in the
Indenture and the Note. This Amendment relates to the assignment of
ownership in Prometheus and the conversion of the Company Notes into Common
Stock. The Initial Schedule 13D is hereby amended as follows:
Item 2. Identity and Background
(a), (b), (c) and (f). This Amendment is filed by the Reporting
Persons. The principal business offices of the Reporting Persons are at 30
Rockefeller Plaza, 63rd Floor, New York, New York, 10020.
Prometheus was formed by LFREI as an investment vehicle to acquire
the Company interests disclosed in the Initial Schedule 13D. On December 1,
1997, LFREI assigned its interest in Prometheus to LFSRI and LFSRI became
the sole and managing member of Prometheus. LFSRI's activities are limited
to the acquisition for its own account of real
Page 4 of 7
<PAGE>
estate assets and securities and other interests in entities owning real
estate assets. The sole general partner of LFSRI is LFREI. LFREI's
activities consist principally of acting as general partner of several real
estate investment partnerships that are affiliated with Lazard Freres & Co.
LLC ("Lazard"). Lazard disclaims beneficial ownership of any of the shares
of Common Stock reported in this Amendment. The name, business address and
principal occupation or employment of the executive officers of LFREI are
set forth on Schedule 1 hereto and incorporated by reference herein. Each
person listed on such Schedule 1 is a citizen of the United States.
(d) and (e). During the last five years, neither the Reporting
Persons nor, to the best knowledge of the Reporting Persons, any of the
persons listed in Schedule 1 (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) nor (ii)
has been a party to any civil proceeding of a judicial or administrative
body of competent jurisdiction, and is or was, as a result of such
proceeding, subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal
or state securities laws, or finding any violation with respect to such
laws.
Item 3. Source and Amount of Funds or Other Consideration
The funds for this transaction are to be made available to
Prometheus through capital subscriptions from LFSRI's limited partners and
from bank financings.
Item 5. Interest in Securities of the Company
(a) As of December 5, 1997, Prometheus owns 6,183,238 shares of
Common Stock. Such ownership represents 39.0% of the number of shares of
Common Stock reported by the Company to be issued and outstanding as of
December 5, 1997. LFSRI has no ownership interest in the Company beyond its
interest in Prometheus.
(b) Prometheus has the sole power to vote or to direct the vote of
all shares of Common Stock covered by this Amendment, subject to the terms
of the Stockholders Agreement.
(c) Neither the Reporting Persons nor, to the knowledge of the
Reporting Persons, any of the other parties listed on Schedule 1 have
acquired any shares of Common
Page 5 of 7
<PAGE>
Stock of the Company since the last amendment to the Initial Schedule 13D
was filed, other than the purchases reported herein.
(d) Prometheus has the sole right to receive or the power to
direct the receipt of dividends from, or the proceeds of sale of, the
shares of Common Stock covered by this Amendment.
(e) Not applicable.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
PROMETHEUS ASSISTED LIVING LLC
by LF Strategic Realty Investors II L.P.,
its sole member,
by Lazard Freres Real Estate
Investors L.L.C., its general partner,
by: /s/ Robert P. Freeman
-----------------------------
Name: Robert P. Freeman
Title: President
LF STRATEGIC REALTY INVESTORS II L.P.
by Lazard Freres Real Estate
Investors L.L.C., its general
partner,
by: /s/ Robert P. Freeman
-----------------------------
Name: Robert P. Freeman
Title: President
Page 6 of 7
<PAGE>
SCHEDULE 1
Officers of Lazard Freres Real Estate Investors L.L.C. The
business address for each of the following persons is 30 Rockefeller Plaza,
63rd Floor, New York, NY 10020.
Name Present and Principal Occupation
- -------------------- ----------------------------------------------
Arthur P. Solomon Chairman and Managing Director
of LFREI; Director of American
Apartment Communities II, Inc.,
and Atlantic American Properties
Anthony E. Meyer Senior Vice President and
Managing Director of LFREI;
Member of partnership committee
of DP Operating Partnership LP
Robert P. Freeman President and Managing Director
of LFREI; Director of American
Apartment Communities II, Inc.,
Commonwealth Atlantic Properties
Inc. and Atlantic American
Properties Trust
Klaus P. Kretschmann Senior Vice President of LFREI;
Director American Apartment
Communities II, Inc.
Murry N. Gunty Vice President of LFREI;
Director of Atlantic American
Properties Trust and Member of
partnership committee of DP
Operating Partnership LP
Thomas M. Mulroy Vice President of LFREI
Lorenzo L. Lorenzotti Secretary of LFREI
Henry C. Herms Comptroller of LFREI
Page 7 of 7
