SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[x] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
ARV Assisted Living, Inc.
(Name of Registrant as Specified in Its Charter)
Emeritus Corporation
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
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Contacts: Kelly J. Price
Chief Financial Officer
(206) 298-2909
or
Roy Winnick or Mark Semer
Kekst and Company
(212) 521-4842 or 4802
EMERITUS CORPORATION COMMENCES CASH TENDER OFFER
FOR ALL OUTSTANDING SHARES OF ARV ASSISTED LIVING, INC
COMMON STOCK AT $17.50 PER SHARE
- -- Offer Represents 23% Premium over ARV's Thursday Closing Price of
$14.25 and Increase of $1 Per Share over Previous Emeritus Offer --
SEATTLE, December 19, 1997 -- Emeritus Corporation (Amex: ESC) and its
wholly-owned subsidiary EMAC Corp. today commenced a cash tender offer of
$17.50 per share for all outstanding shares of ARV Assisted Living, Inc.
(Amex: SRS; formerly Nasdaq: ARVI).
The cash consideration of $17.50 per share represents a premium of 23%
over ARV's closing share price of $14.25 on Thursday, December 18; a 54%
premium over the closing price of $11.375 on July 14, 1997, the last
trading day prior to the announcement of ARV's original transaction with
Prometheus Assisted Living LLC ("Prometheus"); and an increase of $1 per
share over Emeritus' previous offer of $16.50 per share for all
outstanding common stock of ARV. Emeritus currently holds 1,077,200
shares of ARV common stock, representing approximately 6.8% of the ARV
shares currently outstanding (or 9.3% of the ARV shares outstanding prior
to ARV's redemption earlier this month of the $60 million principal
amount of 6.75% Convertible Subordinated Notes due 2007 and the related
issuance by ARV to Prometheus of 4.3 million ARV shares at an effective,
below-market price of $14.00 per share). The offer and withdrawal rights
expire at 11:59 p.m., New York City time on January 21, 1998 unless the
offer is extended or withdrawn.
Daniel R. Baty, Chairman and Chief Executive Officer of Emeritus, said:
"We have repeatedly sought to negotiate with ARV management a friendly,
consensual combination of our companies that would put a significant cash
premium directly in the pockets of all ARV shareholders. ARV management,
however, has consistently refused to seriously consider our offer.
Accordingly, we have decided to go directly to ARV shareholders in order
to effect what we believe is a transaction clearly superior to the one
ARV entered into with Prometheus Assisted Living, which is significantly
dilutive to shareholder value. We at Emeritus feel so strongly about the
long-term value that a combined Emeritus-ARV would create that we have
increased the value of our offer to $17.50 in cash, which represents a 23
percent premium over ARV's current share price -- and a 25 percent premium
over the below-market, $14.00 effective price for which ARV's Board sold
Prometheus nearly 40 percent of the company without a shareholder vote."
The offer is subject to various conditions set forth in the Offer to
Purchase to be sent to ARV shareholders shortly.
As previously announced, Emeritus has filed suit in Orange County
Superior Court in the State of California, seeking, among other things,
the rescission of the abovementioned note redemption and issuance of ARV
shares to Prometheus. To further facilitate its Offer, Emeritus is also
contesting the election of ARV's slate of directors, and has proposed its
own slate of directors, who are to be voted on at ARV's Annual Meeting of
shareholders on January 28, 1998.
Deutsche Morgan Grenfell is acting as financial advisor to Emeritus with
regard to the Offer and as dealer manager and D.F. King & Co., Inc. is the
information agent.
Emeritus is a senior housing services company focused on operating
residential-style assisted-living communities. These communities provide
a residential housing alternative for senior citizens who need help with
the activities of daily living. Emeritus currently holds interests in
117 communities representing capacity for more than11,000 residents in
25 states and Canada (including a minority interest in Alert Care Corp.).
Emeritus' common stock is traded on the American Stock Exchange under
the symbol "ESC."
The following persons may be considered to be participants in the
forthcoming proxy solicitation (those marked with an * are Emeritus'
proposed nominees for election to ARV's board): Emeritus Corporation,
Martin Roffe*, Thilo Best*, Richard Sontgerath*, Al Edmiston*, Frank
Ruffo*, Charles Uhlman*, Stanley Baty*, Jason Geisenger*, Patrick Duff*,
Jonathan Teague*, Jim Keller*, Bill Shorten*, Suzette McCanless*, Gary
Becker*, Russ Kubik*, Deutsche Morgan Grenfell Inc. ("DMG"), Federico
G.M. Mennella, and Philip Noblet. The persons listed above may have an
interest in the election of the Emeritus nominees due to the fact that
Emeritus has approached ARV with an acquisition proposal and the election
of the Emeritus nominees to the ARV Board may facilitate a transaction
between ARV and Emeritus. In the normal course of their business, DMG
and its associates may from time to time buy and sell securities issued
by ARV and its affiliates for their own account and for the accounts of
their customers, which transactions may result from time to time in DMG
and its associates having a net "long" or net "short" position in ARV
securities or option contracts or other derivatives in or relating to ARV
securities. Emeritus is the beneficial owner of 1,077,200 shares of ARV
common stock. Stanley Baty, an Emeritus nominee, owns 1,000 shares of
ARV common stock. To the knowledge of Emeritus, none of the other
persons listed above has any interest, direct or indirect, by security
holdings or otherwise in ARV. DMG does not admit that it or any of its
directors, officers or employees is a participant in the solicitation by
Emeritus.
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