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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 9
(FINAL AMENDMENT)
TO
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities Exchange Act of 1934
and
AMENDMENT NO. 12
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. 9 constitutes the final amendment to 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, 7 and 8 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. 9 constitutes Amendment No. 12 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.
(f) On January 30, 1998, Emeritus and Bidder terminated and
withdrew the Offer in accordance with the terms of the Offer to Purchase,
without purchasing any Shares. Emeritus and Bidder have also instructed the
Depositary to return all Shares tendered pursuant to the Offer to Purchase to
the tendering shareholders.
On January 30, 1998, Emeritus issued the press release attached
hereto as Exhibit (a)(14) with respect to the termination and withdrawal of
the Offer. The information set forth in the press release is incorporated
herein by reference.
Item 11. Material to be Filed as Exhibits
(a)(14) Press Release, dated January 30, 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 30, 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)(14)
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 TERMINATES TENDER OFFER FOR ARV ASSISTED LIVING
SEATTLE, January 30, 1998 -- Emeritus Corporation (Amex: ESC) today announced
that it has terminated its $17.50 per share cash tender offer for all
outstanding shares of common stock of ARV Assisted Living, Inc. (Amex: SRS;
formerly Nasdaq: ARVI). Emeritus' termination was in accordance with the terms
of the Offer. No shares were purchased pursuant to the Offer, and any tendered
shares will be returned promptly.
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."
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