==============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities Exchange Act of 1934
and
AMENDMENT NO. 4
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)
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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. 1 amends and supplements the Tender Offer
Statement on Schedule 14D-1 (the "Statement") dated December 19, 1997, filed
by Emeritus Corporation, a Washington corporation ("Emeritus"), and EMAC
Corp., a Delaware corporation (the "Bidder") and a wholly owned subsidiary of
Emeritus, 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, 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. 1 constitutes Amendment No. 4
to the Report on Schedule 13D dated October 14, 1997, filed by Emeritus.
Capitalized terms not separately defined herein shall have the meanings
specified in the Statement.
Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder.
(a) On January 7, 1998, Emeritus issued the press release
attached hereto as Exhibit (a)(8). The information set forth in the press
release is incorporated herein by reference.
Item 7. Contracts, Arrangements, Understandings or Relationships with Respect
to the Subject Company's Securities.
On January 7, 1998, Emeritus issued the press release attached
hereto as Exhibit (a)(8). The information set forth in the press release is
incorporated herein by reference.
Item 10. Additional Information.
(f) On January 7, 1998, Emeritus issued the press release
attached hereto as Exhibit (a)(8). The information set forth in the press
release is incorporated herein by reference.
Item 11. Material to be Filed as Exhibits
(a)(8) Press Release, dated January 7, 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 7, 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
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 CORPORATION RECEIVES SUPPORT NECESSARY TO CALL
SPECIAL MEETING OF ARV ASSISTED LIVING INC. SHAREHOLDERS
- -- Calls ARV Board's Latest Rejection of Its All-Cash Premium Offer
"Disappointing for All Public Shareholders" --
SEATTLE, January 7, 1998 -- Emeritus Corporation (Amex: ESC) today
announced that it and other shareholders of ARV Assisted Living, Inc.
(Amex: SRS; formerly Nasdaq: ARVI), who, in the aggregate, hold more than
2.6 million shares of ARV common stock (or approximately 16.5% of such
shares outstanding) have requested that ARV call a special meeting of ARV
shareholders for February 6, 1998 at 3 o'clock p.m. in a location to be
determined. Under California law, shareholders owning 10% of ARV are
permitted to require ARV to call a special meeting. The purpose of the
special meeting is to give the ARV shareholders an opportunity to vote on
Emeritus' all-cash offer of $17.50 net per share. The shareholders calling
for the Special Meeting included Gary Davidson, the former Chairman of
the Board and Chief Executive Officer of ARV.
Separately, Emeritus said that the ARV Board's recommendation to ARV
shareholders that they reject the Emeritus offer, which was indicated in
a Schedule 14D-9 filed by ARV on Monday afternoon with the Securities and
Exchange Commission, was "disappointing for all public shareholders."
Daniel R. Baty, Chairman and Chief Executive Officer of Emeritus, said:
"Since we first communicated our interest in a business combination with
ARV last July, we have consistently invited ARV to negotiate with us and
they have consistently refused to do so. Now they have rejected our
offer and attempted to criticize it and cloud the issue for shareholders
by producing a laundry list of supposed concerns with our offer. The
truth is that the ARV Board of Directors has repeatedly demonstrated its
unwillingness to seriously consider any offer from us and has conducted
itself in a manner that, in our view, constitutes a clear breach of its
fiduciary duty to all ARV shareholders. Their latest response is nothing
more than an attempt to hide the real issue from ARV shareholders, which
is price.
"The choice that ARV shareholders have to make is between our current
offer and the speculative long-term share price of ARV. We are offering
ARV shareholders $17.50 per share in cash today, which is a 23% premium
over ARV's closing share price of $14.25 on December 18, the last trading
day before we announced our offer, and a 54% premium over the closing
price of $11.375 on July 14, 1997, the last trading day prior to the
announcement of ARV's original transaction with Prometheus Assisted
Living LLC ('Prometheus'). The ARV Board, on the other hand, is offering
its shareholders nothing today and, instead, is asking them to wait an
indefinite period of time while the Board attempts to implement a
strategy with Prometheus and Kapson Senior Quarters Corp. that may or may
not result in an increase in ARV's current stock price.
"Furthermore, we find it disingenuous that ARV has listed as one of its
reasons for rejecting our offer the fact that the ARV common stock has
'increased in value by more that 38% since July 14, 1997' when three
reasons for the increase in the price of the stock are attributable to
us. Our purchases in the open market since July 14 of 627,200 shares at
prices ranging from $11.67 to $16.30 per share, our public proposal on
October 13, 1997 to purchase ARV for $16.50 per share and our
announcement of a tender offer at $17.50 per share on December 19, 1997
have all acted to raise the price of the ARV common stock over the period
of time in question. The ARV Board seems to have forgotten that the ARV
Common Stock closed at $13.75 on October 2, 1997, after an affiliate of
Prometheus announced the acquisition of Kapson and proposed an alliance
between ARV and Kapson earlier that day.
"However, although we find ARV's response disappointing, we are
encouraged by the support we have received from those shareholders who
have joined with us to call the special meeting and we will continue to
take the steps necessary to present our offer directly to all
shareholders, to effect a merger of Emeritus and ARV, and thereby to
create one of the nation's leading assisted living companies."
As previously announced, Emeritus and EMAC Corp. on December 19 commenced a
cash tender offer of $17.50 per share for all outstanding shares of ARV
Assisted Living, Inc. The 1,077,200 shares of ARV common stock that
Emeritus currently holds represent approximately 6.8% of the ARV shares
currently outstanding (or 9.3% of the ARV shares outstanding prior to
ARV's redemption last month of the $60 million principal amount of 6.75%
Convertible Subordinated Notes due 2007 and the related issuance by ARV
to Prometheus of 4.3 million ARV shares at an effective, below-market
price of $14.00 per share). Also as previously announced, the offer and
withdrawal rights expire at 11:59 p.m., New York City time on January 21,
1998 unless the offer is extended or withdrawn.
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 than11,000 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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