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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
(AMENDMENT NO. 5)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
ARV ASSISTED LIVING, INC.
(NAME OF SUBJECT COMPANY)
ARV ASSISTED LIVING, INC.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, NO PAR VALUE
(INCLUDING THE ASSOCIATED SERIES C JUNIOR PARTICIPATING
PREFERRED STOCK PURCHASE RIGHTS)
(TITLE OF CLASS OF SECURITIES)
00204C107
(CUSIP NUMBER OF CLASS OF SECURITIES)
SHEILA M. MULDOON, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
ARV ASSISTED LIVING, INC.
245 FISCHER AVENUE, SUITE D-1
COSTA MESA, CA 92626
(714) 751-7400
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S)
FILING STATEMENT)
WITH COPIES TO:
WILLIAM J. CERNIUS, ESQ. ALEXANDER F. WILES, ESQ.
LATHAM & WATKINS IRELL & MANELLA LLP
650 TOWN CENTER DRIVE, 1800 AVENUE OF THE STARS,
20TH FLOOR SUITE 900
COSTA MESA, CA 92626 LOS ANGELES, CA 90067
(714) 540-1235 (310) 203-7659
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INTRODUCTION
The Solicitation/Recommendation Statement on Schedule 14D-9 (as amended
through the date hereof, the "Statement"), originally filed on January 5, 1998,
by ARV Assisted Living, Inc., a California corporation (the "Company"), relates
to an offer by EMAC Corp., a Delaware corporation ("EMAC") and a wholly-owned
subsidiary of Emeritus Corporation, a Washington corporation ("Emeritus"), to
purchase all outstanding shares of the Company's common stock, no par value
(including the associated Series C Junior Participating Preferred Stock Purchase
Rights issued pursuant to the Rights Agreement, dated as of July 14, 1997,
between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights
Agent). All capitalized terms used herein without definition have the respective
meanings set forth in the Statement.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
The response to Item 4 is hereby amended by adding the following after
the final paragraph of Item 4:
On January 15, 1998, the Company issued a press release commenting on
the amended Schedule 13D filed by ARV's former Chairman, Gary L. Davidson. A
copy of such press release is filed as Exhibit 18 hereto and is incorporated
herein by reference.
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ITEM 9. MATERIALS TO BE FILED AS EXHIBITS
The response to Item 9 is hereby amended by adding the following new
exhibit:
18 Text of Press Release issued by the Company dated January 15,
1998.
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SIGNATURE
After reasonable 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.
ARV ASSISTED LIVING, INC.
By: /s/ Sheila M. Muldoon
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Sheila M. Muldoon, Esq.
Vice President, General
Counsel and Secretary
Dated January 15, 1998
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EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE NO.
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18 Text of Press Release issued by the Company dated January
15, 1998.
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EXHIBIT 18
[LETTERHEAD OF ARV ASSISTED LIVING]
Thursday January 15, 8:03 am Eastern Time
Company Press Release
ARV Assisted Living Former CEO Davidson Does Not Intend to Vote for
Emeritus Slate
COSTA MESA, Calif.--(BW HealthWire)--Jan. 15, 1998--ARV Assisted Living, Inc.
(Amex:SRS - news) announced yesterday that its former Chairman, Gary L.
Davidson, who beneficially owns 959,826 shares (or approximately 6.1% of the
outstanding shares) filed an amended Schedule 13D stating he does not support
the slate of nominees proposed by Emeritus.
Mr. Davidson's amended Schedule 13D stated, "(T)he Emeritus proposal, which is
subject to numerous conditions including financing, is not attractive to (me)
because of such conditions and contingencies which (I) believe are unlikely to
be met. (I) do not intend to vote for the Emeritus nominees at ARV's annual
meeting or to vote in favor of the merger proposed by Emeritus, based upon the
present terms of the Emeritus proposal."
Howard Phanstiel, ARV's Chairman and Chief Executive Officer, stated, "We are
pleased to receive Mr. Davidson's support for the ARV Board. We are not
surprised by his decision inasmuch as Mr. Davidson had previously voted against
the prior proposal floated by Emeritus when he was the Chairman of ARV."
ARV Assisted Living, Inc. was founded in 1980. The Company is one of the
nation's leading providers of assisted living. ARV operates 49 communities
containing about 6,300 units in 10 states. It has five communities containing
633 units under construction in Florida, Massachusetts and Nevada.
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Contact:
ARV Assisted Living, Costa Mesa
Mitch Gellman
Director of Investor Relations
714/435-4322
E-Mail: [email protected]
