CONFORMED COPY
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 7)
Under the Securities Exchange Act of 1934
ARV Assisted Living, Inc.
(Name of Company)
Common Stock, No Par Value
(Title of Class of Securities)
00204C107
(CUSIP Number)
Marjorie Reifenberg
Prometheus Assisted Living LLC
Lazard Freres Real Estate Investors L.L.C.
30 Rockefeller Plaza, 63rd Floor
New York, NY 10020
(212) 632-6000
with a copy to:
Kevin Grehan, Esq.
Cravath, Swaine & Moore
825 Eighth Avenue
New York, NY 10019
(212) 474-1490
----------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 1, 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 o.
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).
Page 1 of 9
<PAGE>
SCHEDULE 13D
CUSIP No. 00204C107 Page 2 of 9 Pages
1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO OF ABOVE PERSON
Prometheus Assisted Living LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 7,595,069
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH -0-
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
7,595,069
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,595,069 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.9%, the number of shares of Common Stock currently owned by
Prometheus (7,595,069) divided by the number of shares of Common Stock
reported by the Company as outstanding on December 5, 1997 (15,868,998).
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 9
<PAGE>
SCHEDULE 13D
CUSIP No. 00204C107 Page 3 of 9 Pages
1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO OF ABOVE PERSON
LF Strategic Realty Investors II L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 7,595,069
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
7,595,069
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,595,069 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.9%, the number of shares of Common Stock currently owned by
Prometheus (7,595,069) divided by the number of shares of Common Stock
reported by the Company as outstanding on December 5, 1997 (15,868,998).
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 9
<PAGE>
SCHEDULE 13D
CUSIP No. 00204C107 Page 4 of 9 Pages
1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO OF ABOVE PERSON
LFSRI II Alternative Partnership L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY'
4 SOURCE OF FUNDS*
OO, BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 7,595,069
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 7,595,069
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,595,069 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.9%, the number of shares of Common Stock currently owned by
Prometheus (7,595,069) divided by the number of shares of Common Stock
reported by the Company as outstanding on December 5, 1997 (15,868,998).
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 9
<PAGE>
SCHEDULE 13D
CUSIP No. 00204C107 Page 5 of 9 Pages
1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO OF ABOVE PERSON
LFSRI II CADIM Alternative Partnership L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 7,595,069
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
7,595,069
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,595,069 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.9%, the number of shares of Common Stock currently owned by
Prometheus (7,595,069) divided by the number of shares of Common Stock
reported by the Company as outstanding on December 5, 1997 (15,868,998).
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 9
<PAGE>
SCHEDULE 13D
CUSIP No. 00204C107 Page 6 of 9 Pages
1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO OF ABOVE PERSON
Lazard Freres Real Estate Investors L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 7,595,069
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH -0-
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
7,595,069
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,595,069 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.9%, the number of shares of Common Stock currently owned by
Prometheus (7,595,069) divided by the number of shares of Common Stock
reported by the Company as outstanding on December 5, 1997 (15,868,998).
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 6 of 9
<PAGE>
Item 1. Security and Company
This Amendment No. 7 to Schedule 13D (this "Amendment"), is filed
by LF Strategic Realty Investors II L.P., a Delaware limited partnership
("LFSRI"), LFSRI II Alternative Partnership L.P., a Delaware limited
partnership ("LFSRI II AP"), LFSRI II-CADIM Alternative Partnership L.P., a
Delaware limited partnership ("LFSRI CADIM") and Prometheus Assisted Living
LLC, a Delaware limited liability company ("Prometheus"). As previously
reported in the Schedule 13D filed on July 23, 1997, by Lazard Freres Real
Estate Investors L.L.C., a New York limited liability company ("LFREI") and
Prometheus (as amended, the "Initial Schedule 13D"), pursuant to a Stock
Purchase Agreement dated as of July 14, 1997, by and between ARV Assisted
Living, Inc. (the "Company"), LFREI and Prometheus (as amended, the "Stock
Purchase Agreement"), Prometheus agreed to purchase certain shares of the
common stock, no par value, of the Company (the "Common Stock"). This
Amendment supplementally amends the Initial Schedule 13D. Capitalized terms
used herein but not defined shall have the meanings assigned to such terms
in the Initial Schedule 13D.
This Amendment relates to the sale by LFSRI of a portion of its
membership interest in Prometheus to LFSRI II AP and LFSRI CADIM pursuant
to the Securities Purchase Agreement dated August 1, 1998, between LFSRI
and LFSRI II AP (the "LFSRI II AP Purchase Agreement") and the Securities
Purchase Agreement dated August 1, 1998, between LFSRI and LFSRI CADIM (the
"LFSRI CADIM Purchase Agreement"), respectively. The Initial Schedule 13D
is hereby amended as follows:
Item 2. Identity and Background
On August 1, 1998, pursuant to the LFSRI II AP Purchase Agreement
and the LFSRI CADIM Purchase Agreement, LFSRI transferred 10.3806% and
3.4602% of the membership interest in Prometheus to LFSRI II AP and LFSRI
CADIM, respectively.
LFSRI, LFSRI II AP and LFSRI CADIM are each comprised of
institutional investors and have aggregate commitments from their
respective partners to collectively provide them with aggregate capital
contributions of approximately $1.521 billion. Both LFSRI II AP and LFSRI
CADIM primarily engage in the business of investing in real estate related
companies in which LFSRI has or will have an
Page 7 of 9
<PAGE>
ownership interest. LFREI is the general partner of both LFSRI II AP and
LFSRI CADIM.
The principal business offices of LFSRI II AP, are located at 30
Rockefeller Plaza, 63rd Floor, New York, New York, 10020.
Item 3. Source and Amount of Funds or Other Consideration
No change.
Item 4. Purpose of Transaction
No change.
Item 5. Interest in Securities of the Company
No change.
Item 6. Contract, Arrangements, Understandings or
Relationships with Respect to Securities of the
Company
No change.
Item 7. Material to be Filed as Exhibits
None.
Page 8 of 9
<PAGE>
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.
PROMETHEUS ASSISTED LIVING LLC
by LF Strategic Realty Investors II
L.P., as a member,
by Lazard Freres Real Estate
Investors L.L.C., its general
partner,
by /s/ JOHN A. MOORE
----------------------------
Name: John A. Moore
Title: Principal
LF STRATEGIC REALTY INVESTORS II L.P.
by Lazard Freres Real Estate
Investors L.L.C., its general partner,
by /s/ JOHN A. MOORE
------------------------------
Name: John A. Moore
Title: Principal
LFSRI II ALTERNATIVE PARTNERSHIP L.P.
by Lazard Freres Real Estate
Investors L.L.C., its general partner,
by /s/ JOHN A. MOORE
-------------------------------
Name: John A. Moore
Title: Principal
LFSRI II-CADIM ALTERNATIVE PARTNERSHIP L.P.
by Lazard Freres Real Estate
Investors L.L.C., its general partner,
by /s/ JOHN A. MOORE
--------------------------------
Name: John A. Moore
Title: Principal
Page 9 of 9
<PAGE>
LAZARD FRERES REAL ESTATE INVESTORS L.L.C.
by /s/ JOHN A. MOORE
----------------------------
Name: John A. Moore
Title: Principal
Page 10 of 9
