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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
(AMENDMENT NO. 3)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
ARV ASSISTED LIVING, INC.
(NAME OF SUBJECT COMPANY)
ARV ASSISTED LIVING, INC.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, NO PAR VALUE
(INCLUDING THE ASSOCIATED SERIES C JUNIOR PARTICIPATING
PREFERRED STOCK PURCHASE RIGHTS)
(TITLE OF CLASS OF SECURITIES)
00204C107
(CUSIP NUMBER OF CLASS OF SECURITIES)
SHEILA M. MULDOON, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
ARV ASSISTED LIVING, INC.
245 FISCHER AVENUE, SUITE 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 THE PERSON(S)
FILING STATEMENT)
WITH COPIES TO:
WILLIAM J. CERNIUS, ESQ. ALEXANDER F. WILES, ESQ.
LATHAM & WATKINS IRELL & MANELLA LLP
650 TOWN CENTER DRIVE, 1800 AVENUE OF THE STARS,
20TH FLOOR SUITE 900
COSTA MESA, CA 92626 LOS ANGELES, CA 90067
(714) 540-1235 (310) 203-7659
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INTRODUCTION
The Solicitation/Recommendation Statement on Schedule 14D-9 (as amended
through the date hereof, the "Statement"), originally filed on January 5, 1998,
by ARV Assisted Living, Inc., a California corporation (the "Company"), relates
to an offer by EMAC Corp., a Delaware corporation ("EMAC") and a wholly-owned
subsidiary of Emeritus Corporation, a Washington corporation ("Emeritus"), to
purchase all outstanding shares of the Company's common stock, no par value
(including the associated Series C Junior Participating Preferred Stock Purchase
Rights issued pursuant to the Rights Agreement, dated as of July 14, 1997,
between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights
Agent). All capitalized terms used herein without definition have the respective
meanings set forth in the Statement.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
The response to Item 8 is hereby amended by adding the following after
the final paragraph of Item 8:
On January 7, 1998, the parties filed in the Court an Amended Joint
Stipulation and [Proposed] Protective Order (the "Amended Joint Stipulation").
The Amended Joint Stipulation expands the earlier Joint Stipulation and Proposed
Protective Order, filed with the Court on December 15, 1997, which prohibits the
disclosure by the receiving party of Confidential Information related to ARV.
The Amended Joint Stipulation would also prohibit the disclosure of Confidential
Information related to Emeritus. The Amended Joint Stipulation is filed as
Exhibit 14 hereto and is incorporated herein by reference.
On January 8, 1998, ARV filed in the Court the Defendants' Notice of
Demurrer and Demurrer to Plaintiff's Complaint for Injunctive and Declaratory
Relief, along with a Memorandum of Points and Authorities in Support Thereof
(collectively, the "Defendants' Demurrer"). The Defendants' Demurrer is in
response to plaintiff Emeritus' five claims for relief based on alleged
breaches of fiduciary duty asserted in the Amended State Complaint. The
Defendants' Demurrer is filed as Exhibit 15 hereto and is incorporated herein
by reference.
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ITEM 9. MATERIALS TO BE FILED AS EXHIBITS
The response to Item 9 is hereby amended by adding the following new
exhibits:
14 Amended Joint Stipulation and [Proposed] Protective Order in
Emeritus Corporation v. ARV Assisted Living, Inc., et al.,
case no. 787788, filed January 7, 1998.
15 Defendants' Demurrer and Memorandum of Points and Authorities
in Emeritus Corporation v. ARV Assisted Living, Inc., et al.,
case no. 787788, filed January 8, 1998.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
ARV ASSISTED LIVING, INC.
By: /s/ Sheila M. Muldoon
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Sheila M. Muldoon, Esq.
Vice President, General
Counsel and Secretary
Dated January 14, 1998
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EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE NO.
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14 Amended Joint Stipulation and [Proposed] Protective Order in
Emeritus Corporation v. ARV Assisted Living, Inc., et al.,
case no. 787788, filed January 7, 1998.
15 Defendants' Demurrer and Memorandum of Points and Authorities
in Emeritus Corporation v. ARV Assisted Living, Inc., et al.,
case no. 787788, filed January 8, 1998.
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