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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: June 30, 1999
Commission file number 0-26980
ARV Assisted Living, Inc.
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(Exact name of Registrant as specified in its charter)
Delaware 33-0160968
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
245 Fischer Avenue, D-1
Costa Mesa, CA 92626
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(Address of principal executive office) (Zip Code)
(714) 751-7400
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Registrants telephone number, including area code
N/A
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(Former name, former address and former fiscal year,
if changed since last report)
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Item 5. Other Events
It was announced that a California State court has issued a decision requiring
ARV Assisted Living, Inc. ("ARV") to pay $5.4 million to a competitor, Emeritus
Corp. ("Emeritus") as a result of a lawsuit brought by Emeritus in April 1998.
Emeritus alleged in the lawsuit that ARV's Shareholder Rights Agreement ("Rights
Agreement") had been triggered.
Emeritus first became an ARV stockholder in early 1997 and soon afterward
attempted to complete a hostile takeover of ARV. Emeritus's interest in ARV
occurred, however, at about the same time that ARV was finalizing an agreement
with Lazard Freres Real Estate Investors LLC ("Lazard") to sell a 49.9% stake in
the company for about $130 million. The transaction between ARV and Lazard was
amended in October 1997, giving Lazard a 38% direct stake in ARV.
At the same time, Lazard entered into a voting agreement with certain members of
ARV's management holding about 9% of ARV's stock. Subsequently, Lazard purchased
some additional shares from other shareholders in January 1998, bringing its
direct holding in ARV to about 47.8%. Emeritus claimed in the lawsuit that
Lazard's direct interest combined with the voting agreement exceeded the 50%
trigger level that was applicable to Lazard under the Rights Agreement.
At trial, ARV argued that the Rights Agreement was not triggered because the
stock purchases by Lazard were approved by the ARV board and thus were expressly
exempted from the 50% trigger level according to the terms of the Rights
Agreement. The court found in favor of Emeritus but refused to grant Emeritus
the $18 million in damages or repayment of any legal fees as Emeritus had
sought, instead awarding damages of $5.4 million.
The company will record the damage award in the June 30, 1999, financial
statements. The company plans to appeal the decision and is optimistic about
ultimately defeating Emeritus' claim. However, the company can make no
assurances that the court will decide in its favor.
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.
Dated: July 9, 1999
/s/ Abdo Khoury
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Abdo Khoury
Senior Vice President,
Chief Financial Officer
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