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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
ARV Assisted Living, Inc.
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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ARV ASSISTED LIVING, INC.
January 20, 1998
DEAR SHAREHOLDER:
Emeritus Corporation ("Emeritus") and certain other shareholders of ARV
Assisted Living, Inc. (the "Company") have called for a special meeting of
shareholders (the "Special Meeting") to be held on February 6, 1998. The purpose
of the Special Meeting is to consider and vote upon Emeritus' proposal to
approve and adopt a purported agreement and plan of merger (the "Merger
Agreement") among the Company, EMAC Corp. and Emeritus Corporation pursuant to
which Emeritus will, subject to various conditions, acquire all of the
outstanding securities of the Company.
THE SPECIAL MEETING WILL BE HELD AFTER THE ANNUAL MEETING OF SHAREHOLDERS
WHICH WILL BE HELD ON WEDNESDAY, JANUARY 28, 1998.
The proposed Merger Agreement for which Emeritus seeks approval has not
even been presented to your Board of Directors. Emeritus has indicated through
its proxy materials related to the Annual Meeting, however, that the merger,
like its current tender offer, will be subject to several significant
conditions.
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU REJECT EMERITUS'
PROPOSAL TO MERGE WITH THE COMPANY ON THE TERMS CURRENTLY PROPOSED BY EMERITUS
BECAUSE SUCH A MERGER IS NOT IN THE BEST INTERESTS OF THE COMPANY AND ITS
SHAREHOLDERS.
Sincerely,
/s/ HOWARD G. PHANSTIEL
Howard G. Phanstiel
Chairman of the Board
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ARV ASSISTED LIVING, INC.
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
FEBRUARY 6, 1998
NOTICE IS HEREBY GIVEN that a special meeting of shareholders (the "Special
Meeting") of ARV Assisted Living, Inc., a California corporation (the
"Company"), will be held on Friday, February 6, 1998, at 3:00 p.m. local time,
at the Airport Hilton, 18800 MacArthur Blvd., Irvine, California 92715, for the
following purposes:
To consider and vote upon the following matters:
1. Proposal to approve and adopt a purported agreement and plan of
merger (the "Merger Agreement") among the Company, EMAC Corp., and Emeritus
Corporation ("Emeritus") pursuant to which Emeritus will, subject to
various conditions, acquire all of the outstanding securities of the
Company; and
2. Transacting such other business as may properly come before the
Special Meeting or any postponement or adjournment thereof.
Holders of record of Common Stock of the Company as of the close of
business on January 27, 1998 are entitled to receive notice of, and to vote at,
the Special Meeting. The outstanding Common Stock constitutes the only class of
securities of the Company entitled to vote at the Special Meeting, and each
share of Common Stock entitles the holder thereof to one vote. At the close of
business on January 19, 1998, there were 15,848,498 shares of Common Stock
issued and outstanding.
Neither the Company nor Emeritus has filed definitive proxy materials with
respect to the proposal to approve the Merger Agreement. Emeritus has not even
presented the Merger Agreement to the Company's Board of Directors for
consideration.
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU REJECT THE
PROPOSAL TO APPROVE THE MERGER AGREEMENT BECAUSE IT BELIEVES THAT A MERGER OF
THE COMPANY AND EMERITUS ON THE TERMS CURRENTLY PROPOSED BY EMERITUS IS NOT IN
THE BEST INTERESTS OF THE COMPANY AND ITS SHAREHOLDERS.
By Order of the Board of Directors,
/s/ HOWARD G. PHANSTIEL
Howard G. Phanstiel
Chairman of the Board
