EXHIBIT (a)(1)(D)
AMENDED AND SUPPLEMENTED
OFFER TO PURCHASE FOR CASH
ALL OF THE LIMITED PARTNERSHIP UNITS
OF
AMERICAN RETIREMENT VILLAS PROPERTIES III, L.P.
AT
$400 NET PER UNIT
(INCREASED PRICE)
BY
ARVP ACQUISITION, L.P.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON
THURSDAY, NOVEMBER 15, 2001, UNLESS THE OFFER IS EXTENDED.
October 31, 2001
To Brokers, Dealers, Banks,
Trust Companies and other Nominees:
On October 31, 2001, ARVP Acquisition, L.P. (the "Purchaser"), a California
limited partnership which is wholly-owned by ARV Assisted Living, Inc., the
General Partner of American Retirement Villas Properties III, L.P., a California
limited partnership (the "Partnership"), offered to purchase all of the
outstanding limited partnership units ("Units") of the Partnership at a net cash
price of $400 per Unit, without interest reduced by the amount of distributions,
if any, made by the Partnership from October 18, 2001 until the date on which
the Purchaser purchases the Units tendered (the "Offer Price"), upon the terms
and subject to the conditions set forth in the Purchaser's Offer to Purchase
dated October 18, 2001, as amended on October 31, 2001 (the "Offer to
Purchase"), and in the related Letter of Transmittal (which, together with any
amendments or supplements thereto, constitute the "Offer").
We would like to direct your attention to the following significant changes
in the terms and conditions of the Offer:
- The Purchase is now offering to purchase the Units at a net cash price of
$400 per Unit, without interest, reduced by the amount of distributions
per Unit, if any, made by the Partnership from the date of the original
Offer to Purchase until the date that we purchase the Units tendered.
This represents an increase of $40 or 11% over the Purchaser's original
Offer to Purchase.
- The Purchaser is now offering to purchase all of the outstanding Units of
the Partnership, not just 10,000 Units as set forth in our prior Offer to
Purchase.
- The Purchaser has reduced the minimum condition to the Offer so that the
Offer is now conditioned upon, among other things, there being validly
tendered and not withdrawn a number of Units that, together with the
Units already owned by the General Partner, constitute at least 30% of
the outstanding Units as of the date Units are accepted for purchase
pursuant to the Offer to Purchase.
- The Purchaser plans to obtain all funds needed for the Offer from cash
contributed by the General Partner. The General Partner intends to obtain
these funds from its cash on hand and a loan from Red Mortgage Capital,
Inc. The loan will be secured by a pledge of all Units, and any
Distributions on such Units, purchased by the Purchaser in the Offer to
Purchase.
Please see the enclosed Amendment and Supplement to the Offer to Purchase
for a full discussion of all amendments.
Enclosed herewith for your information and forwarding to your clients are
copies of the following documents, amending the Offer:
1. Amendment and Supplement to the Offer to Purchase, dated October
31, 2001;
2. Letter of Transmittal to be used by unitholders of the Partnership
in accepting the Offer (facsimile copies of the Letter of Transmittal with
original signatures and all required signature guarantees may be used to
tender the Units);
3. A printed form of letter that may be sent to your clients for
whose account you hold Units in your name or in the name of a nominee, with
space provided for obtaining such client's instructions with regard to the
Offer, as amended;
4. Return envelope addressed to Alpine Fiduciary Services, Inc., as
Depositary;
5. Amended Solicitation/Recommendation Statement on Schedule 14D-9;
and
6. Urgent Instructions.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON THURSDAY, NOVEMBER 15, 2001, UNLESS
THE OFFER IS EXTENDED.
In all cases, payment for Units accepted for payment pursuant to the Offer
will be made only after timely receipt by the Depositary, at the applicable
address set forth on the back cover of the Offer to Purchase, of (a) a Letter of
Transmittal (or a facsimile thereof), properly completed and duly executed,
together with any required signature guarantees, and (b) any other documents
required by the Letter of Transmittal. UNDER NO CIRCUMSTANCES WILL INTEREST BE
PAID ON THE PURCHASE PRICE OF THE UNITS TO BE PAID BY THE PURCHASER, REGARDLESS
OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT.
Neither the Purchaser nor the General Partner will pay any fees or
commissions to any broker or dealer or other person in connection with the
solicitation of tenders of Units pursuant to the Offer, as amended. You will be
reimbursed by the Purchaser upon request for customary mailing and handling
expenses incurred by you in forwarding the enclosed Offer materials to your
customers.
The Purchaser will pay or cause to be paid any transfer taxes payable on
the transfer of Units to it, except as otherwise provided in Instruction 6 of
the Letter of Transmittal.
Questions and requests for additional copies of the enclosed material may
be directed to the Information Agent at its address and telephone numbers set
forth on the back cover of the enclosed Offer to Purchase.
Very truly yours,
ARVP ACQUISITION, L.P.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR
ANY OTHER PERSON THE AGENT OF THE PURCHASER, THE GENERAL PARTNER, THE
PARTNERSHIP, THE DEPOSITARY, THE INFORMATION AGENT OR ANY AFFILIATE THEREOF OR
AUTHORIZE YOU OR ANY OTHER PERSON TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ON BEHALF OF ANY OF THEM WITH RESPECT TO THE OFFER OTHER THAN THE
DOCUMENTS ENCLOSED AND THE STATEMENTS CONTAINED THEREIN.
2