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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
Amendment No. 1 to
SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
_______________________
AMERICAN RETIREMENT VILLAS PROPERTIES II
(Name of Subject Company)
AMERICAN RETIREMENT VILLAS PROPERTIES II
(Name of Person(s) Filing Statement)
Limited Partnership Units
(Title of Class of Securities)
______________________
(CUSIP Number of Class of Securities)
SHEILA M. MULDOON
Vice President and General Counsel
ARV Assisted Living, Inc.
245 Fischer Avenue, D-1
Costa Mesa, CA 92626
(714) 751-7400
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of
Person(s) Filing Statement)
COPIES TO:
WILLIAM J. CERNIUS
Latham & Watkins
650 Town Center Drive, Suite 2000
Costa Mesa, California 92626
(714) 540-1235
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ITEM 1 - SECURITY AND SUBJECT COMPANY
The name of the subject company is American Retirement Villas
Properties II, a California limited partnership (the "Partnership"),
and the address of the Partnership is 245 Fischer Avenue, D-1, Costa
Mesa, California 92626. The title of the class of security to which
this statement relates is the limited partnership units of the
Partnership (the "Units").
ITEM 2 - TENDER OFFER OF THE BIDDER
This statement relates to the tender offer (the "Offer") disclosed
in the Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1")
and the Rule 13e-3 Transaction Statement on Schedule 13E-3 (the
"Schedule 13E-3"), each dated May 16, 1996, and as amended June 11,
1996, of the bidder, ARV Assisted Living, Inc., a California corporation
and the Managing General Partner of the Partnership (the "Company"), to
purchase any and all outstanding Units at $720.00 per Unit, without
interest, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated May 16, 1996, the
Supplement to Offer to Purchase dated June 11, 1996 and the related
Letter of Transmittal dated May 16, 1996 (which collectively constitute
the "Offer to Purchase") which are filed herewith as Exhibits (a)(1) and
(a)(2). The address of the Company is 245 Fischer Avenue, D-1, Costa
Mesa, California 92626. The information in the INTRODUCTION and "THE
OFFER" -- Section 9 ("Certain Information Concerning the Company") of
the Offer to Purchase is incorporated herein by reference.
ITEM 3 - IDENTITY AND BACKGROUND
(a) The name and business address of the Partnership, which is
the person filing this statement, are set forth in Item 1 above.
(b) The information in the INTRODUCTION, "SPECIAL FACTORS --
Unitholder Considerations, "SPECIAL FACTORS Background of the Offer,"
"SPECIAL FACTORS -- Interests of Certain Persons," and "THE OFFER" --
Section 9 ("Certain Information Concerning the Company") of the Offer
to Purchase is incorporated herein by reference.
ITEM 4 - THE SOLICITATION OR RECOMMENDATION
(a), (b) The information set forth in the INTRODUCTION, "SPECIAL
FACTORS -- Fairness of the Transaction; Position of the General
Partners" and "SPECIAL FACTORS -- Appraisals" of the Offer to Purchase
is incorporated herein by reference.
ITEM 5 - PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED
The information set forth in the INTRODUCTION, "SPECIAL FACTORS --
Background of the Transactions" and "THE OFFER" -- Section 13 ("Fees and
Expenses") of the Offer to Purchase is incorporated herein by
reference.
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ITEM 6 - RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES
(a) To the Partnership's knowledge, no transactions in the Units
have been effected during the past sixty days by the Partnership or its
General Partners or affiliates.
(b) No General Partner or affiliate of the Partnership, other
than the Company, holds any Units of the Partnership.
ITEM 7 - CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY
(a) Except as set forth in Item 3(b) hereof, the Partnership is
not engaged in any negotiation in response to the Offer which relates
to or would result in (i) an extraordinary transaction such as a merger
or reorganization involving the Partnership or any of its subsidiaries;
(ii) a purchase, sale or transfer of a material amount of assets by the
Partnership or any of its subsidiaries; (iii) a tender offer for or
other acquisition of securities by or of the Partnership; or (iv) any
material change in the present capitalization or dividend policy of the
Partnership.
(b) Except as set forth in Item 3(b) hereof, there are no
transactions, board resolutions, agreements in principal or signed
contracts in response to the Offer which relate to or would result in
one or more of the matters referred to in this Item 7.
ITEM 8 - ADDITIONAL INFORMATION TO BE FURNISHED
The information contained in the Offer to Purchase filed as
Exhibit 99.1 to the Company's Tender Offer Statement on Schedule
14D-1 dated May 16, 1996 and the Supplement to the Offer to Purchase
filed as Exhibit 99.7 to Amendment No. 1 to the Company's Tender Offer
Statement on Schedule 14D-1 dated June 11, 1996 is incorporated herein
by reference.
ITEM 9 - MATERIAL TO BE FILED AS EXHIBITS
*99.1 Offer to Purchase dated May 16, 1996 (incorporated by
reference to Exhibit 99.1 to the Company's Tender Offer
Statement on Schedule 14D-1 dated May 16, 1996).
*99.2 Letter of Transmittal (incorporated by reference to
Exhibit 99.2 to the Company's Tender Offer Statement
on Schedule 14D-1 dated May 16, 1996).
*99.3 Form of Letter to Unitholders (incorporated by reference
to Exhibit 99.3 to the Company's Tender Offer
Statement on Schedule 14D-1 dated May 16, 1996).
*99.4 Form of Text of Press Release dated May 16, 1996
(incorporated by reference to Exhibit 99.4 to the
Company's Tender Offer Statement on Schedule 14D-1
dated May 16, 1996).
*99.5 Limited Partnership Agreement of American Retirement
Villas Properties II (incorporated by reference to the
Partnership's Prospectus dated May 10, 1989, included in
its Registration Statement on Form S-1 (No. 33-20365)).
*99.6 Property Management Agreement between American
Retirement Villas Properties II and American Retirement
Villas Corporation.
99.7 Supplement to Offer to Purchase dated June 11, 1996
(incorporated by reference to Exhibit 99.7 to
Amendment No. 1 to the Company's Tender Offer
Statement on Schedule 14D-1 dated June 11, 1996).
99.8 Form of Revised Letter to Unitholders (incorporated by
reference to Exhibit 99.8 to Amendment No. 1 to the
Company's Tender Offer Statement dated June 11, 1996).
* Previously filed.
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Signature
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
AMERICAN RETIREMENT VILLAS PROPERTIES II
By: ARV ASSISTED LIVING, INC.
Managing General Partner
By: /s/ GARY L. DAVIDSON
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Name: Gary L. Davidson
Title: Chairman of the Board
Date: June 11, 1996
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EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- ------------
*99.1 Offer to Purchase dated May 16, 1996 (incorporated by
reference to Exhibit 99.1 to the Company's Tender
Offer Statement on Schedule 14D-1 dated May 16, 1996).
*99.2 Letter of Transmittal (incorporated by reference to
Exhibit 99.2 to the Company's Tender Offer Statement
on Schedule 14D-1 dated May 16, 1996).
*99.3 Form of Letter to Unitholders (incorporated by reference
to Exhibit 99.3 to the Company's Tender Offer
Statement on Schedule 14D-1 dated May 16, 1996).
*99.4 Form of Text of Press Release dated May 16, 1996
(incorporated by reference to Exhibit 99.4 to the
Company's Tender Offer Statement on Schedule 14D-1 dated
May 16, 1996).
*99.5 Limited Partnership Agreement of American Retirement
Villas Properties II (incorporated by reference to the
Partnership's Prospectus dated May 10, 1989, included in
its Registration Statement on Form S-1 (No. 33-20365)).
*99.6 Property Management Agreement between American
Retirement Villas Properties II and American Retirement
Villas Corporation.
99.7 Supplement to Offer to Purchase dated June 11, 1996
(incorporated by reference to Exhibit 99.7 to
Amendment No. 1 to the Company's Tender Offer
Statement on Schedule 14D-1 dated June 11, 1996).
99.8 Form of Revised Letter to Unitholders (incorporated by
reference to Exhibit 99.8 to Amendment No. 1 to the
Company's Tender Offer Statement dated June 11, 1996).
* Previously filed.
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