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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 4, 1998
ARV ASSISTED LIVING, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware 0-26980 33-0160968
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
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245 Fischer Avenue, D-1
Costa Mesa, CA 92626
(Address of Principal Executive Offices and Zip Code)
(Registrant's telephone number, including area code): (714) 751-7400
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ITEM 5. OTHER EVENTS
The Registrant's press release dated December 7, 1998 is filed herewith
and incorporated herein by this reference.
ITEM 7. EXHIBITS
(c) Exhibits. The following exhibit is filed as part of this Report:
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Exhibit No. Description
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99.1 Press Release issued by the Registrant dated
December 7, 1998
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SIGNATURES
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 hereunto duly authorized.
ARV ASSISTED LIVING, INC.
Date: December 9, 1998 By: /s/ Sheila M. Muldoon
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Name: Sheila M. Muldoon
Title: Senior Vice President and
General Counsel
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EXHIBIT INDEX
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Exhibit No. Description
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99.1 Press Release issued by the Registrant dated December 7, 1998
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EXHIBIT 99.1
FOR MORE INFORMATION:
SUZANNE C. SHIRLEY
VP - INVESTOR & PUBLIC RELATIONS
(714) 751-7400
FOR IMMEDIATE RELEASE
COURT RULES THAT LAZARD FRERES'
STANDSTILL OBLIGATIONS TERMINATED
COSTA MESA, CALIFORNIA, DECEMBER 7, 1998 - ARV Assisted Living, Inc. [AMEX: SRS]
announced today that the Superior Court of the State of California, County of
Orange, issued an order in favor of Lazard Freres Real Estate Investors LLC on
Lazard's cross-complaint against ARV, concluding that Lazard's standstill
obligations under its stockholders agreement with ARV terminated as of April
1998. The effect of the judgment to be entered on the court's ruling is that
Lazard will no longer be prohibited from acquiring more than 49.9% of ARV's
Common Stock, or from soliciting mergers or similar transactions involving ARV
or otherwise seeking control of ARV.
On October 21, 1998, ARV's Board of Directors declared that a
Termination Event had occurred on October 12, 1998. As a result of that
Termination Event, Lazard's standstill obligations would have terminated on
January 11, 1999, regardless of the court's decision. Also on October 21, 1998,
the Board adopted an amendment to ARV's rights plan, whereby if Lazard becomes
the owner of 50% or more of ARV's common stock, the rights of stockholders under
the rights plan become exercisable.
Founded in 1980, ARV is one of the largest providers of assisted living
services in the nation, currently operating 64 communities containing
approximately 8,000 units in 11 states. In addition, the company has seven
properties in various stages of development.
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