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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 3)
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AMERICAN RETIREMENT VILLAS PROPERTIES III, L.P.
(Name of Subject Company (Issuer))
ARVP ACQUISITION, L.P.
ARV ASSISTED LIVING, INC.
(Names of Filing Person (Offeror))
LIMITED PARTNERSHIP UNITS
(Title of Class of Securities)
029317203
(CUSIP Number of Class of Securities)
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Douglas M. Pasquale
Chief Executive Officer
ARVP Acquisition, L.P.
ARV Assisted Living, Inc.
245 Fischer Avenue, Suite D-1
Costa Mesa, CA 92626
(714) 751-7400.
(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)
With a copy to:
Gary J. Singer, Esq.
O'Melveny & Myers LLP
610 Newport Center Drive
17th Floor
Newport Beach, California 92660
(949) 760-9600
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Calculation of Filing Fee
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Transaction valuation* Amount of filing fee**
$7,466,400 $1,493
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* For purposes of calculating amount of filing fee only. This calculation
assumes the purchase of all of the outstanding limited partnership units of
American Retirement Villas Properties III, L.P. at a net cash purchase price of
$400 per unit. There are 18,666 limited partnership units currently outstanding.
** The amount of the filing fee calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the
value of the transaction.
[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $1,493
Form or Registration No.: Schedule TO and Amendment No. 1 to Schedule TO
Filing Party: ARVP Acquisition, L.P. and ARV Assisted Living, Inc.
Date Filed: October 18, 2001 and October 31, 2001
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[X] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
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AMENDMENT NO. 3 TO SCHEDULE TO
This Amendment No. 3 amends and supplements the Tender Offer Statement
on Schedule TO ("Schedule TO") filed by ARVP Acquisition, L.P. (the "Purchaser")
and ARV Assisted Living, Inc. the "General Partner" of American Retirement
Villas Properties III, L.P., a California limited partnership (the
"Partnership"), on October 18, 2001, as amended and supplemented on October 31
and November 16, 2001.
This Amendment No. 3 to the Schedule TO is being filed on behalf of the
Purchaser and the General Partner.
The information set forth in the Offer to Purchase and in the Amendment
and Supplement thereto, including all schedules and annexes thereto, and the
Letter of Transmittal is hereby incorporated by reference herein in answer to
the items of this Schedule TO.
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ITEM 12. EXHIBITS.
(a)(5)(F) Letter to Unitholders, dated November 19, 2001.
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SIGNATURE
After due inquiry and to the best of their knowledge and belief, the
undersigned hereby certify as of November 20, 2001 that the information set
forth in this statement is true, complete and correct.
ARVP ACQUISITION, L.P.
By: ARV ASSISTED LIVING, INC.
as General Partner
By: /s/ DOUGLAS M. PASQUALE
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Name: Douglas M. Pasquale
Title: Chairman and Chief Executive
Officer
ARV ASSISTED LIVING, INC.
By: /s/ DOUGLAS M. PASQUALE
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Name: Douglas M. Pasquale
Title: Chairman and Chief Executive
Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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(a)(5)(F) Letter to Unitholders, dated November 19, 2001.
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