<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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)
00204C107
(CUSIP Number)
Gary L. Davidson
59 Hillsdale Drive
Newport Beach, CA 92660
(714) 759-8272
with a copy to:
Peter J. Tennyson, Esq.
Paul, Hastings, Janofsky & Walker LLP
695 Town Center Drive, 17th Floor
Costa Mesa, California 92626
(714) 668-6237
(Name, address and telephone number of person
authorized to receive notices and communications)
October 29, 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 [ ].
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).
(Continued on following pages)
(Page 1 of 7 Pages)
<PAGE> 2
CUSIP No. 00204C107 13D Page 2 of 7 Pages
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
GARY L. DAVIDSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[ ]
b[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
NOT APPLICABLE
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 1,003,521
OWNED BY
EACH 8. SHARED VOTING POWER
REPORTING
PERSON 0
WITH
9. SOLE DISPOSITIVE POWER
1,003,521
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,003,521
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
N/A
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE> 3
CUSIP No. 00204C107 13D Page 3 of 7 Pages
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.6%, BASED UPON THE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING ON
AUGUST 31, 1997.
14. TYPE OF PERSON REPORTING*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE> 4
CUSIP No. 00204C107 13D Page 4 of 7 Pages
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
DAVIDSON FAMILY PARTNERSHIP
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[ ]
b[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
NOT APPLICABLE
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 593,029
OWNED BY
EACH 8. SHARED VOTING POWER
REPORTING
PERSON 0
WITH
9. SOLE DISPOSITIVE POWER
593,029
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
593,029
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
N/A
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE> 5
CUSIP No. 00204C107 13D Page 5 of 7 Pages
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%, BASED UPON THE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING ON
AUGUST 31, 1997.
14. TYPE OF PERSON REPORTING*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE> 6
CUSIP No. 00204C107 13D Page 6 of 7 Pages
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
GARY L. DAVIDSON FUNDED REVOCABLE LIVING TRUST
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[ ]
b[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
NOT APPLICABLE
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 343,102
OWNED BY
EACH 8. SHARED VOTING POWER
REPORTING
PERSON 0
WITH
9. SOLE DISPOSITIVE POWER
343,102
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
343,102
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
N/A
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE> 7
CUSIP No. 00204C107 13D Page 7 of 7 Pages
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%, BASED UPON THE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING ON
AUGUST 31, 1997.
14. TYPE OF PERSON REPORTING*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE> 8
ARV ASSISTED LIVING, INC.
Common Stock
SCHEDULE 13D
This Amendment No. 1 (the "Amendment") amends the Schedule 13D filed
with the Commission on July 23, 1997 by Gary L. Davidson, the Davidson Family
Partnership, a California general partnership, the Gary L. Davidson Funded
Revocable Living Trust and certain other filing parties set forth therein (the
"Prior Filing"). Gary L. Davidson, the Davidson Family Partnership and the Gary
L. Davidson Funded Revocable Living Trust are collectively referred to herein as
the "Reporting Persons." All of the Reporting Persons will no longer be filing
any joint statements with any other parties. This statement is being filed with
respect to a material change in the beneficial ownership of the securities held
by Gary L. Davidson resulting from Mr. Davidson's resignation from his position
as a trustee of the American Retirement Villas Corporation Employee Stock
Ownership Plan (the "ESOP Plan"), effective as of October 29, 1997. In addition,
effective October 13, 1997, Mr. Davidson entered into a separation agreement
(the "Confidential Separation Agreement") which modified the Stockholders'
Voting Agreement dated July 14, 1997 between Lazard Freres Real Estate Investors
L.L.C. ("LFREI"), Prometheus Assisted Living LLC ("Prometheus") (which is an
affiliate of LFREI), the Reporting Persons and certain other filing parties who
filed the Prior Filing (the "Stockholders' Voting Agreement"). The Prior Filing
is amended as follows:
Item 2. Identity and Background.
Item 2 as previously filed is amended to add information as follows:
(a) This Amendment is being filed by the following persons: Gary L.
Davidson, the Davidson Family Partnership, a California general partnership, and
the Gary L. Davidson Funded Revocable Living Trust.
Gary L. Davidson, Eric K. Davidson, Janeanne Day, Peter J. Davidson and
Kathryn Halperin are the partners of the Davidson Family Partnership.
Gary L. Davidson is the Trustee of the Gary L. Davidson Funded
Revocable Living Trust.
As a result of the execution of the Stockholders' Voting Agreement, the
Reporting Persons may be deemed, for purposes of Section 13(d) of the Securities
and Exchange Act of 1934, as amended (the "Exchange Act"), to have formed a
"group" with LFREI and Prometheus (as each is described in the prior filing) and
the other filing parties originally described in the Prior Filing. Each of the
Reporting Persons expressly declares that the filing of this statement on
Schedule 13D shall not be construed as an admission by it, for the purposes of
Section 13(d) or Section 13(g) of the Exchange Act, that it has formed a group
or that it has any shared voting or dispositive power over any shares of Common
Stock of ARV Assisted Living, Inc. (the "Company") by virtue thereof. The
Reporting Persons filing this amendment will no longer file jointly with any
other persons.
(b) The address of each of the Reporting Persons and each other person
listed in paragraph (a) above is 59 Hillsdale Drive, Newport Beach, California
92660. The address of the business office of the other persons listed in
paragraph (a) above is 59 Hillsdale Drive, Newport Beach,
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<PAGE> 9
California 92660 for Gary L. Davidson; 1425 Santa Nella Terrace, Corona del Mar,
California 92665 for Eric K. Davidson; 1924 Diana Lane, Newport Beach,
California 92660 for Janeanne Day; 209 Stanford, Irvine, California 92715 for
Peter J. Davidson; and 2330 15th Street, Newport Beach, California 92663 for
Kathryn Halperin.
(c) The principal occupation of Gary L. Davidson is as an investor. Mr.
Davidson resigned effective as of October 13, 1997 as chairman, president, chief
executive officer and director of the Company.
The principal business of each of the Davidson Family Partnership and
the Gary L. Davidson Funded Revocable Living Trust is to make and hold
investments.
The principal occupation of Eric K. Davidson is as Senior Vice
President of the Company, the principal occupation of Janeanne Day is as
consultant to the Company, the principal occupation of Peter J. Davidson is as
contracts administrator for the Company and the principal occupation of Kathryn
E. Halperin is as a teacher.
(d)(e) During the last five years, none of the Reporting Persons has,
nor to the extent known by the Reporting Persons, has any of the persons listed
in paragraph (a) above, been (i) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is 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.
(f) Each of the foregoing natural persons is a citizen of the United
States.
Item 4. Purpose of Transaction.
Item 4 as previously filed is amended to add information as follows:
On October 29, 1997, Mr. Davidson resigned from his position as a
trustee of the ESOP Plan, which resulted in a material change in Mr. Davidson's
beneficial ownership of shares of Company stock under the rules promulgated
under the Exchange Act.
Effective as of October 13, 1997, Mr. Davidson resigned from his office
and director positions with the Company. In Section 2.4 of the Stockholders'
Agreement dated as of July 14, 1997 between the Company, Prometheus and LFREI,
Prometheus agreed to "cooperate with the Company in connection with the
negotiation, execution and delivery of employment agreements between the Company
and certain key employees of the Company." Negotiations for a new employment
agreement for Mr. Davidson were not successful and led to differences of views
regarding the Company's future, management and procedures for making policy
decisions. As a result, Mr. Davidson, Prometheus and the Company agreed that it
was preferable for Mr. Davidson to resign and negotiated the Confidential
Separation Agreement instead of an employment agreement.
The Confidential Separation Agreement contains Mr. Davidson's agreement
to honor the Stockholders' Voting Agreement and extends the period of time in
which Mr. Davidson agrees not to sell shares of Company stock. That provision
reads as follows (references to "Employee" are to Mr. Davidson):
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<PAGE> 10
"7. Lazard Investment. Until the earlier of the shareholder
vote on the Lazard Investment; the determination by the Board of
Directors of the Company not to have a shareholder vote on the Lazard
Investment; or 180 days after the Date of this Agreement, Employee
agrees not to, directly or indirectly, initiate, solicit or knowingly
encourage (including by way of furnishing non-public information or
assistance or otherwise), or take any other action to facilitate
knowingly, any inquiries or the making of any proposal that
constitutes, or may reasonably be expected to lead to, a Competing
Transaction (as defined in the certain Stock Purchase Agreement dated
July 14, 1997 by and among the Company, Lazard and Prometheus, as such
agreement may be amended from time to time), or enter into or maintain
or continue discussions or negotiate with any person or entity in
furtherance of such inquiries or to obtain a Competing Transaction, or
agree to or endorse any Competing Transaction or authorize or knowingly
permit any of his representatives to take any such action. From the
Date of this Agreement until the earlier of (i) the shareholder vote on
the Lazard Investment, (ii) 180 days after the Date of this Agreement
and (iii) a determination by the Board of Directors of the Company not
to seek shareholder approval of the Lazard Investment (the "Restricted
Period"), Employee agrees not to sell or otherwise transfer any of his
shares of common stock of the Company or grant a proxy with respect to
any matters which may be presented to the shareholders of the Company;
provided, however, that Employee may, subject to his obligations under
that certain Stockholders' Voting Agreement dated July 14, 1997 between
the Company and Prometheus Assisted Living LLC, sell or otherwise
transfer his shares of common stock of the Company during the
Restricted Period so long as each recipient of the sold or transferred
shares enters into a written agreement with Lazard in the form attached
hereto as Exhibit B pursuant to which such person or entity agrees to
vote the transferred shares in favor of the Lazard Investment during
the Restricted Period."
Following the expiration of limits on selling shares imposed by the
Stockholders' Voting Agreement or the Confidential Separation Agreement, Mr.
Davidson and the other Reporting Persons may determine to sell their shares of
Company stock if terms and prices attractive to such persons are available, or
to acquire additional shares or to hold such shares.
The persons filing this amendment do not have any current plans to
propose or support any transactions of the type described in items (a) through
(j) of Item 4 to Schedule 13D, except to the extent the Lazard Investment (as
defined in the Confidential Separation Agreement) may be deemed such a
transaction.
Item 5. Interest in Securities of the Issuer.
Item 5 as previously filed is amended to add information as follows:
(a) The Reporting Persons beneficially own securities of the Company as
follows: Gary L. Davidson beneficially owns 1,003,521 shares (or approximately
8.6% of the outstanding shares as of August 31, 1997), of which 67,390 shares
may be acquired pursuant to the exercise of vested options; the Davidson Family
Partnership beneficially owns 593,029 shares (or approximately 5.1% of the
outstanding shares as of August 31, 1997); the Gary L. Davidson Funded Revocable
Living Trust
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<PAGE> 11
beneficially owns 343,102 shares (or approximately 3.0% of the outstanding
shares as of August 31, 1997); excluded from the foregoing are 9,423 shares
beneficially owned by Gary L. Davidson and held of record by the ESOP Plan as
of August 31, 1997.
(b) The Reporting Persons have the following voting power and
dispositive power with respect to their shares listed in Section 5(a):
(i) sole power to vote or to direct the vote
Gary L. Davidson 1,003,521 Shares
Davidson Family Partnership 593,029 Shares
Gary L. Davidson Funded Revocable
Living Trust 343,102 Shares
(ii) shared power to vote or to direct the vote
Gary L. Davidson: 0 Shares
Davidson Family Partnership 0 Shares
Gary L. Davidson Funded
Revocable Living Trust 0 Shares
(iii) sole power to dispose or to direct the disposition of
Gary L. Davidson 1,003,521 Shares
Davidson Family Partnership 593,029 Shares
Gary L. Davidson Funded
Revocable Living Trust 343,102 Shares
(iv) shared power to dispose or to direct the disposition of
Gary L. Davidson 0 Shares
Davidson Family Partnership 0 Shares
Gary L. Davidson Funded 0 Shares
Revocable Living Trust
(c) None of the Reporting Persons have acquired or sold any shares of
Common Stock of the Company during the past sixty days.
(d) Except as stated in this Item 5, to the best knowledge of the
Reporting Persons, no other person has the right to receive or the power to
direct the receipt of dividends from the shares of Common Stock beneficially
owned by the Reporting Persons.
(e) Not applicable.
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<PAGE> 12
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item 6 as previously filed is amended to add the following language:
Effective as of October 29, 1997, Mr. Davidson resigned from his
position as a trustee of the ESOP Plan.
Gary L. Davidson entered into a Confidential Separation Agreement dated
as of October 13, 1997, which agreement is incorporated herein by reference.
Paragraph 7 of this agreement extends (under certain circumstances) the time
during which Mr. Davidson has agreed not to sell shares. Paragraph 12 of this
agreement grants Mr. Davidson additional time in which to exercise certain stock
options. A complete copy of the Confidential Separation Agreement is attached
hereto as an exhibit and all references to the Confidential Separation Agreement
herein are qualified in their entirety by the full text of the agreement.
Item 7. Materials to be filed as Exhibits.
<TABLE>
<CAPTION>
Exhibit No. Exhibit
- ----------- -------
<C> <S>
99.1 Stockholders' Voting Agreement, dated as of July 14, 1997, by and among LFREI,
Prometheus and certain stockholders listed therein. Incorporated by reference to Exhibit
9.1 of the Company's Form 8-K filed July 23, 1997.
99.2 Joint Filing Statement as required by Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended.
99.3 Confidential Separation Agreement dated as of October 13, 1997, by and between
Gary L. Davidson and ARV Assisted Living, Inc. Incorporated by reference to Exhibit
10.1 of the Company's Form 8-K filed October 22, 1997.
</TABLE>
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<PAGE> 13
SIGNATURE
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.
Dated: November 4, 1997
/s/ GARY L. DAVIDSON
------------------------------------
Gary L. Davidson
DAVIDSON FAMILY PARTNERSHIP
By: /s/ GARY L. DAVIDSON
-------------------------------
Name: Gary L. Davidson
Title: Partner
GARY L. DAVIDSON FUNDED REVOCABLE
LIVING TRUST
By: /s/ GARY L. DAVIDSON
-------------------------------
Name: Gary L. Davidson
Title: Trustee
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<PAGE> 1
EXHIBIT 99.2
JOINT FILING STATEMENT
Pursuant to Rule 13d-1(f)
The undersigned acknowledge and agree that the foregoing Amendment No. 1 to
Schedule 13D (the "Amended Schedule 13D") is filed on behalf of each of the
undersigned. The undersigned acknowledge that each shall be responsible for the
timely filing of any required amendments, and for the completeness and accuracy
of the information concerning him or it contained in the Amended Schedule 13D or
any subsequent amendment filed by or on behalf of him or it, but shall not be
responsible for the completeness and accuracy of the information concerning any
others, except to the extent that he or it knows or has reason to believe that
such information is inaccurate.
Dated: November 4, 1997
/s/ GARY L. DAVIDSON
------------------------------------
Gary L. Davidson
DAVIDSON FAMILY PARTNERSHIP
By: /s/ GARY L. DAVIDSON
-------------------------------
Name: Gary L. Davidson
Title: Partner
GARY L. DAVIDSON FUNDED REVOCABLE
LIVING TRUST
By: /s/ GARY L. DAVIDSON
-------------------------------
Name: Gary L. Davidson
Title: Trustee
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