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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): May 1, 1998
ARV ASSISTED LIVING, INC.
(Exact name of Registrant as specified in charter)
<TABLE>
<S> <C> <C>
DELAWARE 33-0160968
(State or other jurisdiction of 000-26980 (I.R.S. Employer
incorporation) (Commission File Number) Identification Number)
</TABLE>
245 FISCHER AVENUE
SUITE D-1
COSTA MESA, CALIFORNIA 92626
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (714) 751-7400
None
(Former name or former address, if changed since last report)
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ITEM 5: OTHER EVENTS
On January 28, 1998, the shareholders of ARV Assisted Living, Inc., a
California corporation ("ARV California") and predecessor of ARV Assisted
Living, Inc., a Delaware Corporation (the "Registrant"), approved a change of
the Registrant's state of incorporation from the State of California to the
State of Delaware. The reincorporation was effected by a merger of ARV
California with and into Registrant on May 1, 1998. Registrant, a Delaware
corporation, was organized solely for the purpose of effecting the
reincorporation and is the surviving corporation in the merger.
ITEM 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Exhibits
NUMBER EXHIBIT
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2.1 Agreement and Plan of Merger, dated as of March 4, 1998, by and
between ARV Assisted Living, Inc. and ARV Delaware, Inc.
(Incorporated by reference to Appendix A to the Definitive Proxy
Statement for the ARV California 1997 Annual Meeting of the
Shareholders filed with the Securities and Exchange Commission).
3.1 Certificate of Incorporation of ARV Delaware, Inc. (Incorporated
by reference to Appendix B to the Definitive Proxy Statement for
the ARV California 1997 Annual Meeting of the Shareholders filed
with the Securities and Exchange Commission).
3.2 By-laws of ARV Delaware, Inc. (Incorporated by reference to
Appendix C to the Definitive Proxy Statement for the ARV
California 1997 Annual Meeting of the Shareholders filed with the
Securities and Exchange Commission).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DATE: May 18, 1998 ARV ASSISTED LIVING, INC.
By: /s/ SHEILA M. MULDOON
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Sheila M. Muldoon
Senior Vice President and
General Counsel
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EXHIBIT INDEX
NUMBER EXHIBIT
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2.1 Agreement and Plan of Merger, dated as of March 4, 1998, by and
between ARV Assisted Living, Inc. and ARV Delaware, Inc.
(Incorporated by reference to Appendix A to the Definitive Proxy
Statement for the ARV California 1997 Annual Meeting of the
Shareholders filed with the Securities and Exchange Commission).
3.1 Certificate of Incorporation of ARV Delaware, Inc. (Incorporated
by reference to Appendix B to the Definitive Proxy Statement for
the ARV California 1997 Annual Meeting of the Shareholders filed
with the Securities and Exchange Commission).
3.2 By-laws of ARV Delaware, Inc. (Incorporated by reference to
Appendix C to the Definitive Proxy Statement for the ARV
California 1997 Annual Meeting of the Shareholders filed with the
Securities and Exchange Commission).
