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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
ARV ASSISTED LIVING, INC.
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
00204C107
(CUSIP Number)
Gary L. Davidson
59 Hillsdale Drive
Newport Beach, CA 92660
(714) 759-8272
with a copy to:
Peter J. Tennyson, Esq.
Paul, Hastings, Janofsky & Walker LLP
695 Town Center Drive, 17th Floor
Costa Mesa, California 92626
(714) 668-6237
(Name, address and telephone number of person
authorized to receive notices and communications)
January 16, 1998
(Date of Event Which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
- ----------
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
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SCHEDULE 13D
CUSIP No. 00204C107
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GARY L. DAVIDSON
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
33,695 shares
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 33,695 shares
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,695 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
N/A
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%, BASED UPON THE NUMBER OF SHARES OF COMMON STOCK BELIEVED
OUTSTANDING ON DECEMBER 8, 1997
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
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SCHEDULE 13D
CUSIP No. 00204C107
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DAVIDSON FAMILY PARTNERSHIP
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
N/A
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%, BASED UPON THE NUMBER OF SHARES OF COMMON STOCK BELIEVED
OUTSTANDING ON DECEMBER 8, 1997
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
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SCHEDULE 13D
CUSIP No. 00204C107
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GARY L. DAVIDSON FUNDED REVOCABLE LIVING TRUST
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
N/A
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%, BASED UPON THE NUMBER OF SHARES OF COMMON STOCK BELIEVED
OUTSTANDING ON DECEMBER 8, 1997
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
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<PAGE> 5
ARV ASSISTED LIVING, INC.
Common Stock
SCHEDULE 13D
This Amendment No. 3 (the "Amendment") amends the Schedule 13D
filed with the Commission on July 23, 1997 by Gary L. Davidson, the Davidson
Family Partnership, a California general partnership, the Gary L. Davidson
Funded Revocable Living Trust and certain other filing parties set forth
therein, as previously amended (the "Schedule 13D"). Capitalized terms used but
not defined herein shall have the meanings given to such terms in the Schedule
13D.
This Amendment relates to the sale by the Davidson Family
Partnership and the Gary L. Davidson Funded Revocable Living Trust
(collectively, the "Davidson Sellers") of all of their respective shares of
Common Stock of the Company on January 16, 1998 to Prometheus, and, in
connection with such sale, the Davidson Sellers' granting to Prometheus an
irrevocable proxy to vote the shares of Common Stock covered in such sale.
Item 5. Interest in Securities of the Issuer.
Item 5 as previously filed is amended to add information as
follows:
(a) The Reporting Persons beneficially own securities of the
Company as follows: Gary L. Davidson beneficially owns 33,695 shares (or
approximately 0.2% of the outstanding shares of the Company as of December 8,
1997), all of which shares may be acquired pursuant to the exercise of vested
options; the Davidson Family Partnership beneficially owns 0 shares; the Gary L.
Davidson Funded Revocable Living Trust beneficially owns 0 shares; excluded from
the foregoing are 9,423 Shares beneficially owned by Gary L. Davidson and held
of record by the ARV ESOP Plan as of December 8, 1997.
(b) The Reporting Persons have the following voting power and
dispositive power with respect to their shares listed in Section 5(a):
(i) sole power to vote or to direct the vote
Gary L. Davidson 33,695 Shares
Davidson Family Partnership 0 Shares
Gary L. Davidson Funded Revocable
Living Trust 0 Shares
(ii) shared power to vote or to direct the vote
Gary L. Davidson: 0 Shares
Davidson Family Partnership 0 Shares
Gary L. Davidson Funded
Revocable Living Trust 0 Shares
(iii) sole power to dispose or to direct the disposition of
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Gary L. Davidson 33,695 Shares
Davidson Family Partnership 0 Shares
Gary L. Davidson Funded
Revocable Living Trust 0 Shares
(iv) shared power to dispose or to direct the disposition of
Gary L. Davidson 0 Shares
Davidson Family Partnership 0 Shares
Gary L. Davidson Funded
Revocable Living Trust 0 Shares
(c) On January 16, 1998, the Davidson Sellers collectively
sold 926,131 shares of Common Stock of the Company pursuant to a share purchase
agreement with Prometheus, a copy of which is attached as an Exhibit hereto and
is hereby incorporated by reference herein (the Share Purchase Agreement").
(e) On January 16, 1998, the Reporting Persons ceased to be
the beneficial owners of more than five percent of the shares of Common Stock of
the Company. Accordingly, the Reporting Persons' obligation to continue to file
amendments to the Schedule 13D ceased.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
In connection with the January 16, 1998 sale of 926,131 shares
of Common Stock by the Davidson Sellers to Prometheus, the Davidson Sellers (i)
entered into the Share Purchase Agreement, and (ii) granted to Prometheus an
irrevocable proxy to vote the shares of Common Stock covered by such share
purchase agreement, a copy of which is attached as an Exhibit hereto and is
hereby incorporated by reference herein (the "Proxy"). All references to the
Share Purchase Agreement and the Proxy are qualified in their entirety by the
full text of such documents.
Item 7. Materials to be filed as Exhibits.
Exhibit No. Exhibit
- ----------- -------
99.4 Share Purchase Agreement dated January 16, 1998, by and
among Prometheus and the Davidson Sellers.
99.5 Irrevocable Proxy dated January 16, 1998, granted to
Prometheus by the Davidson Sellers.
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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.
Dated: January 22, 1998
/s/ Gary L. Davidson
------------------------------------
Gary L. Davidson
DAVIDSON FAMILY PARTNERSHIP
By:
/s/ Gary L. Davidson
--------------------------------
Name: Gary L. Davidson
Title: Partner
GARY L. DAVIDSON FUNDED REVOCABLE
LIVING TRUST
By:
/s/ Gary L. Davidson
--------------------------------
Name: Gary L. Davidson
Title: Trustee
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EXHIBIT 99.4
SHARE PURCHASE AGREEMENT (this "Agreement") made and entered into
this 16th day of January 1998, by and among DAVIDSON FAMILY
PARTNERSHIP, a California general partnership and GARY L.
DAVIDSON FUNDED REVOCABLE LIVING TRUST, a California trust
(collectively, the "Seller"), and PROMETHEUS ASSISTED LIVING LLC,
a Delaware limited liability company (the "Purchaser").
W I T N E S S E T H :
WHEREAS the Seller beneficially owns 926,131 shares (the "Shares") of common
stock of ARV Assisted Living, Inc., a California corporation, in such amount as
set forth across from the signature line hereto; and
WHEREAS the Purchaser desires to purchase from the Seller, and the Seller
desires to sell to the Purchaser, the Shares.
NOW, THEREFORE, in consideration of the premises and mutual agreements
hereinafter contained, the parties hereto do hereby agree as follows:
1. Representations, Warranties and Agreements of the Seller. The Seller
represents and warrants to, and agrees with, the Purchaser that:
(a) The Seller is duly organized, validly existing and in good standing
under the laws of its jurisdiction of organization. The Seller has the
power and authority to enter into this Agreement and to sell, assign,
transfer and deliver the Shares in accordance herewith.
(b) This Agreement has been duly authorized, executed and delivered by
the Seller and constitutes a valid and legally binding obligation of
the Seller, enforceable in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization and other laws
of general applicability relating to or affecting creditors' rights and
to general equity principles.
(c) Neither the execution nor the delivery of this Agreement nor the
sale of the Shares nor the Seller's performance of any of its covenants
and
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agreements hereunder will, directly or indirectly, (i) contravene, conflict
with, or result in a violation of the charter or by-laws, or other governing
instruments, of the Seller; (ii) contravene, conflict with, or result in a
violation of any law, rule, or regulation applicable to the Seller, (iii)
contravene, conflict with, or result in a violation or breach of, or give any
person the right to exercise any remedy under, or accelerate the maturity or
performance of, or cancel, terminate or modify any agreement or instrument to
which the Seller is a party or by which the Seller is bound or to which any of
its properties are subject, or (iv) give any person the right to prevent, delay,
or otherwise interfere with any of the transactions contemplated hereby.
(d) No consent, approval, authorization or order of, or filing with, any person,
court or governmental agency or body is required for the consummation of the
transactions contemplated by this Agreement.
(e) Immediately prior to the Closing (as defined below), the Seller will have
good and valid title to the Shares, free and clear of all liens, encumbrances,
equities or claims (other than pursuant to this Agreement); and, upon delivery
of the Shares and payment therefore pursuant hereto, good and valid title to the
Shares, free and clear of all liens, encumbrances, equities or claims will pass
to the Purchaser.
2. Representations and Warranties of the Purchaser. The Purchaser represents and
warrants to, and agrees with, the Seller that:
(a) The Purchaser is duly organized, validly existing and in good standing
under the laws of the state of its organization. The Purchaser has the
power and authority to enter into this Agreement and to purchase the Shares
in accordance herewith.
(b) This Agreement has been duly executed and delivered by the Purchaser
and constitutes a valid and legally binding obligation of the Purchaser,
enforceable in accordance with its terms, subject, as to enforcement, to
bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting creditors' rights and to general
equity principles.
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3
3. Purchase and Sale of Shares. (a) Subject to the terms and conditions set
forth in this Agreement, the Seller agrees to sell to the Purchaser, and the
Purchaser agrees to purchase from the Seller, the Shares at a purchase price of
$15.50 per Share (the "Purchase Price").
(b) Certificates evidencing the Shares will be made available for
inspection by the Purchaser at 3:00 p.m., New York time, on the
business day prior to the Closing Date (as defined below), at the
offices of Cravath, Swaine & Moore, 825 Eighth Avenue, New York, New
York, 10019 (such meeting, the "Pre-Closing").
(c) Certificates evidencing the Shares, together with appropriate
instruments for the transfer thereof to the Purchaser, shall be
delivered by the Seller to the Purchaser against payment by the
Purchaser of the Purchase Price therefor by wire transfer of
immediately available funds to the account of the Seller. Such delivery
shall take place at the offices of Cravath, Swaine & Moore, or at such
other location as the Seller and the Purchaser may agree to in writing.
The time and date of payment and delivery shall be 9:30 a.m., New York
time, on January 22, 1998, or such other time and date as the Seller
and the Purchaser may agree to in writing. The purchase of the Shares
for the Purchase Price therefor is herein referred to as the "Closing".
The date on which such Closing occurs is herein referred to as the
"Closing Date".
4. Covenants of the Seller. The Seller covenants to, and agrees with, the
Purchaser that:
(a) On the Closing Date, the Seller shall surrender to the Purchaser a
certificate evidencing the Shares together with such instruments of
transfer as the Purchaser may reasonably request.
(b) The Seller shall take such other actions as Purchaser reasonably
requests in order to confirm and assure the Purchaser's title to the
Shares.
5. Conditions to Closing of the Purchaser. The obligation of the Purchaser to
accept and pay for the Shares is subject to the following conditions:
(a) The representations and warranties of the Seller contained herein
shall be true and correct when made and as of the Closing Date.
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4
(b) The Seller shall have performed and complied with all agreements on
its part to be performed or complied with prior to or on the Closing
Date pursuant hereto.
6. Conditions to Closing of the Seller. The obligation of the Seller to deliver
the Shares is subject to the following conditions:
(a) The representations and warranties of the Purchaser contained
herein shall be true and correct when made and as of the Closing Date.
(b) The Purchaser shall have performed and complied with all agreements
on its part to be performed or complied with prior to or on the Closing
Date pursuant hereto.
7. Acknowledgement. Each of the Purchaser and Seller acknowledges that the other
may possess material information which the other does not and that each (i) has
made its own independent decision with respect to the purchase and sale of the
Shares, and (ii) will not make any claim against the other in respect of such
material information possessed by the other.
8. Expenses. The Seller agrees with the Purchaser that the Seller will pay or
cause to be paid (a) all of its own costs and expenses, including the fees,
disbursements and expenses of counsel to the Seller in connection with the
transactions contemplated by this Agreement and (b) all other expenses incurred
by or imposed on the Seller incident to the sale and delivery of the Shares. The
Purchaser will pay all of its own costs and expenses, including the fees,
disbursements and expenses of its counsel.
9. Specific Performance. The parties hereto each acknowledge that in view of the
uniqueness of the subject matter hereof they would not have an adequate remedy
at law for money damages in the event that this Agreement was not performed in
accordance with its terms, and therefore agree that the parties shall be
entitled to specific enforcement of the terms hereof in addition to any other
remedy to which the parties hereto may be entitled at law or in equity.
10. Survival of Agreements, etc. All representations, warranties, covenants and
agreements made herein or in connection with the transactions contemplated
hereby
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5
shall survive the execution and delivery of this Agreement and the Closing of
the purchase and sale of the Shares.
11. Nonassignability and Successors. This Agreement and the rights and
obligations hereunder may not be assigned, delegated or otherwise transferred
by the Seller and any such assignment, delegation or other transfer in
violation of this Section 11 shall be null and void. This Agreement shall be
binding upon, and inure solely to the benefit of, the Purchaser, the Seller,
and their respective successors and permitted assigns, and no other person
shall acquire or have any right under or by virtue of this Agreement.
12. Headings. The headings in this Agreement are for purposes of reference only
and shall not limit or otherwise affect the meaning hereof.
13. Amendments. This Agreement cannot be modified, amended or terminated except
by an instrument in writing signed by the Purchaser and the Seller; provided,
however, that any provision of this Agreement may be waived only by the party to
be charged with the waiver but only by a duly executed writing.
14. Time of Essence. Time shall be of the essence in this Agreement.
15. Applicable Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York.
16. Notices. All notices and other communications hereunder shall be in writing
and shall be sent by facsimile with a hard copy to follow by overnight courier
as follows:
If to the Seller:
Gary L. Davidson 59 Hillsdale Drive Newport Beach, CA 92660
with a copy to:
Paul, Hastings, Janofsky & Walker LLP 695 Town Center Drive, 17th Floor
Costa Mesa, CA 92626 Attention of Peter J. Tennsyon, Esq.
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6
If to the Purchaser:
Prometheus Assisted Living LLC c/o Lazard Freres Real Estate Investors
LLC 30 Rockefeller Plaza, 63rd Floor New York, New York 10112
with a copy to:
Cravath, Swaine & Moore 825 Eighth Avenue, New York, New York 10019
Attention of Kevin J. Grehan, Esq.
17. Entire Agreement. This Agreement embodies the entire agreement and
understanding between the Purchaser, on the one hand, and the Seller, on the
other hand, and supersedes all prior agreements and understandings relating to
the subject matter hereof.
18. Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be an original, but such counterparts shall together
constitute one and the same instrument.
19. Confidentiality. Except as otherwise required by law, each party hereto
agrees to keep the terms of this Agreement confidential.
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7
IN WITNESS WHEREOF, the Purchaser and the Seller have executed this Agreement
as of the day and year first above written.
PROMETHEUS ASSISTED LIVING LLC
by LF Strategic Realty Investors II
L.P., as sole member,
by Lazard Freres Real Estate Investors L.L.C., its general partner,
by /s/ Robert P. Freeman
------------------------
Name: Robert P. Freeman
Title: President
Number of
shares owned:
593,029 DAVIDSON FAMILY PARTNERSHIP
by /s/ Gary L. Davidson
-----------------------
Name: Gary L. Davidson
Title: General Partner
333,102 GARY L. DAVIDSON FUNDED
REVOCABLE TRUST
by /s/ Gary L. Davidson
-----------------------
Name: Gary L. Davidson
Title: Trustee
<PAGE> 1
EXHIBIT 99.5
IRREVOCABLE PROXY
As of this 16th day of January 1998, the undersigned has sold to Prometheus
Assisted Living LLC ("Prometheus") that number of shares of common stock of ARV
Assisted Living, Inc., a California corporation, set forth below (the "Common
Stock"). In respect of such shares of Common Stock, the undersigned hereby
grants to Robert P. Freeman and Murry N. Gunty, both of whom are currently
employees of an affiliate of Prometheus (the "Proxies"), an irrevocable proxy
pursuant to the provisions of Section 705(e) of the California General
Corporation Law to vote, or to execute and deliver written consents or
otherwise take action with respect to, the Common Stock as fully, to the same
extent and with the same effect as, the undersigned might or could do under any
applicable laws or regulations governing the rights and powers of shareholders
of a California corporation and such right to vote, or to execute and deliver
written consents or otherwise take action with respect to such Common Stock
shall include any such actions taken in respect of any events or record dates
arising at any time prior to the date hereof. The undersigned hereby affirms
that this proxy is irrevocable and is coupled with an interest. This proxy
shall remain in effect as long as the Common Stock is held by Prometheus or any
of its nominees. In exercising their powers hereunder, the Proxies shall have
full and unreviewable discretion.
Number of
shares owned:
593,029 DAVIDSON FAMILY PARTNERSHIP
by /s/ Gary L. Davidson
-----------------------
Name: Gary L. Davidson
Title: General Partner
333,102 GARY L. DAVIDSON FUNDED
REVOCABLE TRUST
by /s/ Gary L. Davidson
-----------------------
Name: Gary L. Davidson
Title: Trustee
