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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
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 9, 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)
Page 1 of 10
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CUSIP No. 00204C107 13D
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. 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*
NOT APPLICABLE
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
NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 959,826
OWNED BY
EACH 8. SHARED VOTING POWER
REPORTING
PERSON 0
WITH
9. SOLE DISPOSITIVE POWER
959,826
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
959,826
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
N/A
Page 2 of 10
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CUSIP No. 00204C107 13D
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%, BASED UPON THE NUMBER OF SHARES OF COMMON STOCK BELIEVED
OUTSTANDING ON DECEMBER 8, 1997
14. TYPE OF PERSON REPORTING*
IN
Page 3 of 10
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CUSIP No. 00204C107 13D
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. 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*
NOT APPLICABLE
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
NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 593,029
OWNED BY
EACH 8. SHARED VOTING POWER
REPORTING
PERSON 0
WITH
9. SOLE DISPOSITIVE POWER
593,029
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
593,029
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
N/A
Page 4 of 10
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CUSIP No. 00204C107 13D
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%, BASED UPON THE NUMBER OF SHARES OF COMMON STOCK BELIEVED
OUTSTANDING ON DECEMBER 8, 1997.
14. TYPE OF PERSON REPORTING*
PN
Page 5 of 10
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CUSIP No. 00204C107 13D
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. 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*
NOT APPLICABLE
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
NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 333,102
OWNED BY
EACH 8. SHARED VOTING POWER
REPORTING
PERSON 0
WITH
9. SOLE DISPOSITIVE POWER
333,102
10. SHARED DISPOSITIE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
333,102
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
N/A
Page 6 of 10
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CUSIP No. 00204C107 13D
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1%, BASED UPON THE NUMBER OF SHARES OF COMMON STOCK BELIEVED
OUTSTANDING ON DECEMBER 8, 1997.
14. TYPE OF PERSON REPORTING*
OO
Page 7 of 10
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ARV ASSISTED LIVING, INC.
Common Stock
SCHEDULE 13D
This Amendment No. 2 (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
(the "Prior Filing"), as previously amended.
Item 4. Purpose of Transaction.
Item 4 as previously filed is amended to add information as
follows:
Gary Davidson, on behalf of the filing parties, joined in a
request made by Emeritus Corporation ("Emeritus") that ARV Assisted Living
("ARV") call a special meeting of its stockholders to approve and adopt an
Agreement and Plan of Merger among ARV, Emeritus and an Emeritus subsidiary. By
joining in the request for a meeting Mr. Davidson did not agree to vote in favor
of the proposal made by Emeritus, but advised Emeritus he was joining in the
meeting request only to be sure that the ARV stockholders are given a chance to
consider the Emeritus proposal.
The filing parties believe that $17.50 per share, in cash, is an
attractive price under current conditions. The Emeritus proposal, which is
subject to numerous conditions including financing, is not attractive to the
filing parties because of such conditions and contingencies which the filing
parties believe are unlikely to be met. The filing parties 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.
The filing parties would be willing to sell shares of ARV common
stock at prices deemed attractive. Mr. Davidson presently intends to exercise
his options for ARV common stock.
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 959,826 shares (or
approximately 6.1% of the outstanding shares as of December 8, 1997), of which
33,695 shares may be acquired pursuant to the exercise of vested options; the
Davidson Family Partnership beneficially owns 593,029 shares (or approximately
3.7% of the outstanding shares as of December 8, 1997); the Gary L. Davidson
Funded Revocable Living Trust beneficially owns 333,102 shares (or approximately
2.1% of the outstanding shares as of December 8, 1997); 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.
Page 8 of 10
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(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 959,826 Shares
Davidson Family Partnership 593,029 Shares
Gary L. Davidson Funded Revocable
Living Trust 333,102 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
Gary L. Davidson 959,826 Shares
Davidson Family Partnership 593,029 Shares
Gary L. Davidson Funded
Revocable Living Trust 333,102 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 0 Shares
Revocable Living Trust
(c) None of the Reporting Persons have acquired or sold any
shares of Common Stock of the Company during the past sixty days. The Gary L.
Davidson Funded Revocable Living Trust donated 10,000 shares to a church on
December 31, 1997.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item 6 as previously filed is amended to incorporate the language
added by this Amendment to Item 4.
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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 13, 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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