UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
AMENDMENT NO. 8
TO
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities Exchange Act of 1934
and
AMENDMENT NO. 11
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
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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. 8 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, 3, 4, 5, 6 and 7 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. 8 constitutes
Amendment No. 11 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.
(e) On January 22, 1998, in the federal court action, the U.S.
Court of Appeals for the Ninth Circuit vacated the stay order issued by the
U.S. District Court for the Central District of California, Southern Division,
and remanded the matter to the U.S. District Court for further proceedings.
The Ninth Circuit's memorandum is attached hereto as Exhibit (g)(11).
On January 22, 1998, in the federal court action, the U.S.
District Court issued a civil minute order vacating its prior order staying
proceedings and ordering ARV to file its Reply Brief in Support of its Motion
for Preliminary Injunction by January 26, 1998. The District Court's order is
attached hereto as Exhibit (g)(12).
On January 23, 1998, in the state court action, the state court
judge postponed until 2:00 p.m. pacific time Monday, January 26, 1998, the
hearing on Emeritus' motion for a preliminary injunction and ARV's and the ARV
Board's Demurrer.
Item 11. Material to be Filed as Exhibits
(g)(11) Memorandum entered on January 22, 1998 in ARV Assisted
Living, Inc. v. Emeritus Corporation and EMAC Corporation, U.S. Court of
Appeals for the Ninth Circuit, Appeal No. 98-55118, District Court Case No.
SA-CV-98-9-LHM (EEx).
(g)(12) Minute Order entered on January 22, 1998 in ARV
Assisted Living, Inc. v. Emeritus Corporation and EMAC Corporation, U.S.
District Court for the Central District of California, Southern Division, Case
No. SA-CV-98-9-LHM (EEx).
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 26, 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 (g)(11)
NOT FOR PUBLICATION
UNITED STATES COURT OF APPEALS
FOR THE NINTH CIRCUIT
- ---------------------------------X
:
ARV ASSISTED LIVING, INC., a : No. 98-55118
California corporation, :
: D.C. No. CV-98-9-LHM
Plaintiff-Appellant, :
:
vs. :
:
EMERITUS CORPORATION, a : MEMORANDUM(*)
Washington corporation; EMAC :
CORPORATION, a Delaware :
corporation, :
:
Defendants-Appellees. :
:
- ---------------------------------X
Appeal from the United States District Court
for the Central District of California
Linda Hodge McLaughlin, District Judge, Presiding
Submitted January 22, 1998(**)
Before: BROWNING, KLEINFELD, and THOMAS, Circuit Judges.
Petitioner seeks review of the district court's January 12, 1998 order
staying proceedings in the district court pursuant to Colorado River Water
Conservation District v. United States, 424 U.S. 800 (1976). We review the
district court's order for an abuse of discretion. See MacKillop v. Lowe's
Mkt., Inc., 58 F.3d 1441, 1446 (9th Cir. 1995). We hold the district court
abused its discretion by staying the district court proceedings, in part
because appellant's complaint alleges violations of federal securities laws as
to which federal courts have exclusive jurisdiction to give affirmative
relief. See generally Moses H. Cone Memorial Hospital v. Mercury Construction
Co., 460 U.S. 1, 19-26 (1983) (among other things, existence of federal
question weighs heavily against abstention).
Accordingly, the district court's January 12, 1998 stay order is VACATED
and this matter is REMANDED to the district court for further proceedings on
appellant's claims, including appellant's pending request for injunctive
relief. Appellant's request for remand to a different district judge is
denied.
VACATED and REMANDED.
- -----------
(*) This disposition is not appropriate for publication and may not be
cited to or by the courts of this circuit except as provided by
Ninth Circuit Rule 36-3.
(**) The panel finds this case suitable for decision without oral argument.
See Fed. R. App. P. 34(a); 9th Cir. R. 34-4.
Exhibit (g)(12)
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES -- GENERAL
------------------------
Case No.: SA CV-98-9-LHM (EEx) Date: January 22, 1998
Title: ARV Assisted Living, Inc. v. Emeritus Corporation, et al.
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DOCKET ENTRY
================================================================
PRESENT:
Hon. Linda H. McLaughlin , JUDGE
-------------------
Debra Beard None Present
----------------------- ------------------
Deputy Clerk Court Reporter
ATTORNEYS PRESENT FOR ATTORNEYS PRESENT FOR
PLAINTIFFS: DEFENDANTS:
None Present None Present
PROCEEDINGS: ORDER RE REMAND
IN CHAMBERS:
1. The Court has received the Memorandum issued by the Ninth Circuit
Court of Appeals on 1/22/98, vacating the Court's 1/12/98 stay
order and remanding this matter to the Court for further
proceedings on ARV Assisted Living, Inc.'s ("ARV") claims,
including ARV's pending request for injunctive relief.
2. Pursuant to the Ninth Circuit's Memorandum, the Court vacates its
prior order rejecting Defendants' Opposition to ARV's Motion for
Preliminary Injunction and supporting papers, and deems said
papers filed.
3. The Court orders ARV to file its Reply Brief in Support of its
Motion for Preliminary Injunction by Monday, 1/26/98, at 9:00 a.m.
