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: November 14, 2001
AMERICAN RETIREMENT VILLAS PROPERTIES III, L.P.
(Exact Name of Registrant as Specified in Charter)
California 0-26470 33-0365417
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
245 Fischer Avenue, D-1
Costa Mesa, CA 92626
(Address of Principal Executive Offices and Zip Code)
(714) 751-7400
(Registrant's telephone number, including area code)
Item 5. Other Events
On November 9, 2001, ARV Assisted Living, Inc., the Managing General Partner of
American Retirement Villas Properties III, L.P. ("ARVP III"), received a letter
from Vintage Senior Housing, LLC ("Vintage") amending a previous highly
conditional offer to purchase all of the non-cash assets of ARVP III for $20
million (the "Amended Conditional Offer"). The Amended Conditional Offer is
subject to, among other things, significant due diligence and financing
contingencies.
The letter communicating the Amended Conditional Offer did not provide the
Managing General Partner with the information that it previously requested
regarding a loan commitment letter to satisfy the mortgage indebtedness on one
of ARVP III's properties that matures on January 1, 2002 or evidence that
Vintage has raised the necessary equity to pay the cash portion of the purchase
price.
The Managing General Partner has reviewed the Amended Conditional Offer and on
November 13, 2001, responded to Vintage again requesting definite evidence as to
a loan commitment and equity raised as well as other information previously
requested, and stating that without such information, and in light of the
Managing General Partner's alternative tender offer, it would not entertain the
Amended Conditional Offer.
The letter from Vintage and the Managing General Partner's response letter are
attached hereto as Exhibits 99.1 and 99.2, respectively, and incorporated herein
by reference.
Item 7. Exhibits
(c) Exhibits.
Exhibit No. Description
99.1 Vintage Letter to the Managing General Partner,
dated November 9, 2001.
99.2 Managing General Partner Response Letter to
Vintage, dated November 13, 2001.
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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.
AMERICAN RETIREMENT VILLAS PROPERTIES III, L.P.
By: ARV ASSISTED LIVING, INC.
its Managing General Partner
Date: November 13, 2001 By: /s/ Douglas Pasquale
-------------------------------------
Name: Douglas Pasquale
Title: Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
99.1 Vintage Letter to the Managing General Partner, dated
November 9, 2001.
99.2 Managing General Partner Response Letter to Vintage, dated
November 13, 2001.
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