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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 28, 1998
Commission file number 0-26980
ARV ASSISTED LIVING, INC.
(Exact name of Registrant as specified in its charter)
CALIFORNIA 33-0160968
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
245 FISCHER AVENUE, D-1
COSTA MESA, CA 92626
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (714) 751-7400
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ITEM 5. OTHER EVENTS
At the Annual Meeting of Shareholders of ARV Assisted Living, Inc. (the
"Company") held on January 28, 1998, the shareholders of the Company approved,
among other things, the re-election of the Company's existing Board of
Directors and a proposal to reincorporate the Company under the laws of
Delaware. A copy of the Final Report of the Inspectors of Election relating to
the Annual Meeting is attached hereto as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS
(a) Exhibits
Number Exhibit
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99.1 Final report of the Inspectors of Election
99.2 Press release dated February 5, 1998
2
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Pursuant to the requirement of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ARV Assisted Living, Inc.
By: /s/ SHEILA M. MULDOON
-------------------------
Sheila M. Muldoon
Vice President, General Counsel
and Secretary
(Duly authorized officer)
Date: February 19, 1998
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EXHIBIT INDEX
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Number Exhibit
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99.1 Final report of the Inspectors of Election
99.2 Press release dated February 5, 1998
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EXHIBIT 99.1
ARV ASSISTED LIVING, INC.
ANNUAL MEETING OF SHAREHOLDERS
JANUARY 28, 1998
FINAL REPORT OF INSPECTORS OF ELECTION
WE, THE SUBSCRIBERS, INSPECTORS OF ELECTION, DO HEREBY CERTIFY:
1. We were duly appointed to act as Inspectors of Election at the Annual
Meeting of Shareholders of ARV Assisted Living, Inc. (the "Company"), held
at the Airport Hilton, 18800 MacArthur Blvd., Irvine, California on
Wednesday, January 28, 1998, at 9:00 a.m.
2. At the close of business on December 18, 1997, the record date for the
determination of shareholders entitled to vote at the Meeting, there were
outstanding and entitled to vote 15,848,498 shares of Common Stock, each
such share being entitled to one vote.
3. The holders of a total of 12,792,787 shares of the Company's Common Stock
entitled to vote were present in person or represented by proxy at the
Meeting or 80.71 percent of the total shares issued and outstanding and
entitled to vote at the Meeting, constituting a quorum.
4. At the Meeting, the votes cast for, against and abstaining from voting with
respect to the reincorporation of the Company as a Delaware corporation were
as follows:
FOR AGAINST ABSTAIN
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12,099,703 600,774 92,260
5. At the Meeting, the votes cast for, against and abstaining from voting with
respect to the Restated Articles of Incorporation of the Company to, among
other things, increase the maximum number of authorized directors from nine
to ten were as follows:
FOR AGAINST ABSTAIN
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10,676,668 541,881 1,574,238
6. The following named persons received the following votes cast for and
withheld with respect to the Election of Directors:
FOR WITHHELD
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John A. Booty 10,508,592 351,448
Robert P. Freeman 10,507,782 352,258
Howard G. Phanstiel 10,508,307 351,733
R. Bruce Andrews 10,507,960 352,080
David P. Collins 10,507,919 352,121
Kenneth M. Jacobs 10,507,782 352,258
Maurice J. Dewald 10,507,960 352,080
Murry N. Gunty 10,507,058 352,982
John J. Rydzewski 10,507,058 352,982
Martin Roffe 1,920,045 18,535
Jason Geisenger 1,920,545 18,035
Richard Sontgerath 1,920,045 18,535
Stanley Baty 1,920,545 18,035
Charles Uhlman 1,920,045 18,535
Thilo Best 1,920,545 18,035
Patrick Duff 1,920,045 18,535
Al Edmiston 1,920,545 18,035
Frank Ruffo 1,920,545 18,035
Jonathan Teague 1,920,545 18,035
Jim Keller 1,920,545 18,035
Bill Shorten 1,920,545 18,035
Suzette McCanless 1,920,545 18,035
Gary Becker 1,920,545 18,035
Russ Kubik 1,920,045 18,535
We have made this Final Report and have hereunto set out hands this 4th day
of February, 1998.
CT CORPORATION SYSTEM
/s/ LAWRENCE H. BLOOM
-----------------------------
Lawrence H. Bloom
/s/ CREIGHTON D. DUNLOP
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Creighton D. Dunlop
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EXHIBIT 99.2
ARV Assisted Living Directors Elected By A Margin of 5-to-1; Emeritus
Withdraws Conditional Tender Offer And Cancels Special Shareholder Meeting
Thursday, February 5, 1998 08:21 AM
COSTA MESA, Calif.--(BW HealthWire)--Feb. 5, 1998--After receiving final
certified results of voting from the Independent Inspectors of Election, ARV
Assisted Living, Inc. (Amex:SRS) today announced that its shareholders voted in
favor of ARV's Board of Directors by a margin exceeding 5-to-1.
The Company also announced that it has received notification from Emeritus
withdrawing its request for a Special Meeting of ARV shareholders. As a result,
the Special Meeting scheduled for Friday, February 6, 1998, is now cancelled.
According to the Inspectors of Election, shareholders voted more than 10.5
million shares, which represents approximately 85% of the approximately 12.4
million shares voted, in favor of the ARV directors.
In addition, the proposal seeking approval for reincorporating as a Delaware
corporation and a proposal with respect to the Restated Articles of
Incorporation of the company to, among other things, increase the maximum
number of authorized directors from nine to ten were approved.
"I wish to thank our individual shareholders as well as the institutions who
supported ARV's nominees," said Howard G. Phanstiel, the company's Chairman and
Chief Executive Officer.
"During the last three months, the proxy contest and tender offer were
distractions for management and the Board. Now we can direct our attention to
implementing our strategic plan, including potential new acquisitions,
strategic alliances and repositioning of business lines to complement our core
business as a provider of high-quality assisted living. Our energy is now
totally focused on going forward and enhancing shareholder value.
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.
CONTACT: ARV Assisted Living
Mitch Gellman
Director of Investor Relations
714/435-4322
E-Mail: [email protected]
