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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. 2)
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 23, 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
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
7 SOLE VOTING POWER
1,077,200
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 0
EACH REPORTING PERSON
WITH 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 dated October 14, 1997, as
previously amended (as so amended, the "Schedule 13D"). Capitalized terms
used but not defined herein shall have the meanings given to such terms in the
Schedule 13D.
Item 4.
The response set forth in Item 4 of the Schedule 13D is hereby
amended by adding the following paragraph at the end of Item 4:
On November 23, 1997, Emeritus nominated the following
individuals to be elected as directors of ARV at the Annual Meeting scheduled
for January 8, 1998: Martin Roffe, Jason Geisenger, Richard Sontgerath,
Stanley Baty, Thilo Best, Patrick Duff, Charles Uhlman, Al Edmiston, Frank
Ruffo, Jonathan Teague, Jim Keller, Suzette McCanless, Gary Becker, Russ Kubik
and Bill Shorten.
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 25, 1997
EMERITUS CORPORATION
By: /s/ Raymond R. Brandstrom
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Name: Raymond R. Brandstrom
Title: President
