==============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
AMENDMENT NO. 4
TO
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities Exchange Act of 1934
and
AMENDMENT NO. 7
TO
SCHEDULE 13D
under the Securities Exchange Act of 1934
ARV ASSISTED LIVING, INC.
(Name of Subject Company)
EMERITUS CORPORATION
and
EMAC CORP.
(Bidder)
Common Stock, No Par Value Per Share
(Including the Preferred Share Purchase Rights)
(Title of Class of Securities)
------------
00204C107
(CUSIP Number)
Raymond R. Brandstrom
Emeritus Corporation
3131 Elliot Avenue
Suite 500
Seattle, Washington 98121
Telephone: (206) 298-2909
(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications on Behalf of Bidder)
Copies to:
Phillip R. Mills, Esq. Michael Stansbury, Esq.
Davis Polk & Wardwell Perkins Coie
450 Lexington Avenue 1201 Third Avenue
New York, New York 10017 Suite 4000
Telephone: (212) 450-4000 Seattle, Washington 98101
Telephone: (206) 583-8888
------------
December 19, 1997
(Date Tender Offer First Published, Sent or Given to Security Holders)
==============================================================================
CUSIP No. 00204C107
- -------------------
1 NAMES OF REPORTING PERSONS
Emeritus Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
WA
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,077,200
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7)
EXCLUDES CERTAIN SHARES [X]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
6.8%
10 TYPE OF REPORTING PERSON
CO
CUSIP No. 00204C107
- -------------------
1 NAMES OF REPORTING PERSONS
EMAC Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DE
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,077,200
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7)
EXCLUDES CERTAIN SHARES [X]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
6.8%
10 TYPE OF REPORTING PERSON
CO
This Amendment No. 4 amends and supplements the Tender Offer
Statement on Schedule 14D-1 (the "Statement"), filed December 19, 1997 by
Emeritus Corporation, a Washington corporation ("Emeritus"), and EMAC Corp., a
Delaware corporation (the "Bidder") and a wholly owned subsidiary of Emeritus,
as amended by Amendments No. 1, 2 and 3, relating to the Bidder's offer to
purchase all outstanding shares of Common Stock, no par value per share, of ARV
Assisted Living, Inc., a California corporation ("ARV"), at $17.50 per share,
net to the seller in cash, upon terms and subject to the conditions set forth in
the Offer to Purchase and the related Letter of Transmittal, copies of which are
attached as Exhibits (a)(1) and (a)(2) to the Statement. This Amendment No. 4
constitutes Amendment No. 7 to the Report on Schedule 13D filed October 14, 1997
by Emeritus, as amended. Capitalized terms not separately defined herein shall
have the meanings specified in the Statement.
Item 10. Additional Information.
(c) The waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended (the "HSR Act"), with respect to the Offer expired at
11:59 p.m., New York City time, on January 3, 1998, 15 calendar days after
Emeritus filed with the Antitrust Division of the Department of Justice and the
Federal Trade Commission a Notification and Report Form with respect to the
Offer under the HSR Act.
On January 13, 1998, Emeritus issued the press release attached hereto as
Exhibit (a)(10). The information set forth in the press release is incorporated
herein by reference.
(f) On January 13, 1998, Emeritus issued the press release attached hereto
as Exhibit (a)(10). The information set forth in the press release is
incorporated herein by reference.
Item 11. Material to be Filed as Exhibits
(a)(10) Press Release, dated January 13, 1998.
SIGNATURE
After due 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: January 13, 1998
EMERITUS CORPORATION
By: /s/ Raymond R. Brandstrom
-----------------------------
Name: Raymond R. Brandstrom
Title: President
EMAC CORP.
By: /s/ Raymond R. Brandstrom
-----------------------------
Name: Raymond R. Brandstrom
Title: President
Exhibit (a)(10)
Contacts: Kelly J. Price
Chief Financial Officer
(206) 298-2909
or
Roy Winnick or Mark Semer
Kekst and Company
(212) 521-4842 or 4802
EMERITUS EXTENDS THE EXPIRATION DATE OF ITS TENDER OFFER
FOR ARV ASSISTED LIVING, INC.
-HART-SCOTT-RODINO CLEARANCE OBTAINED-
SEATTLE, January 13, 1998 -- Emeritus Corporation (Amex: ESC) announced today
that it has extended the expiration date of its tender offer of $17.50 per share
in cash for all outstanding shares of ARV Assisted Living, Inc (Amex: SRS;
formerly Nasdaq: ARVI) to 5:00 p.m., New York City time, on January 30, 1998. As
of 11:59 p.m., New York City time, on Monday January 12, 1998, approximately
228,677 shares of ARV common stock had been tendered in the offer.
Emeritus stated that it was extending the expiration date so that the ARV
shareholders can consider the outcome of the January 23, 1998, California state
court hearing on Emeritus' motion for preliminary injunction and the January 28,
1998, ARV Annual Meeting, both of which are relevant to material conditions
contained in Emeritus' tender offer.
Emeritus also announced that the pre-merger waiting period under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976, as amended, with respect to the offer
expired at 11:59 p.m., on January 3, 1998.
Emeritus is a senior housing services company focused on operating
residential-style assisted-living communities. These communities provide a
residential housing alternative for senior citizens who need help with the
activities of daily living. Emeritus currently holds interests in 117
communities representing capacity for more than 11,000 residents in 25 states
and Canada (including a minority interest in Alert Care Corp.). Emeritus' common
stock is traded on the American Stock Exchange under the symbol "ESC."
# # #
<PAGE>
