EXHIBIT (a)(1)(E)
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING LIMITED PARTNERSHIP UNITS
OF
AMERICAN RETIREMENT VILLAS PROPERTIES II,
A CALIFORNIA LIMITED PARTNERSHIP
AT
$_____ PER UNIT
BY
ARVP II ACQUISITION, L.P.
AND
SOLICITATION OF CONSENT
TO MERGER PROPOSAL
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 p.m., PACIFIC TIME, ON
_______________, ____, 2004, UNLESS EXTENDED.
_________, 2004
To Custodians and Brokers:
ARVP II Acquisition, L.P., a California limited partnership (the
"Purchaser"), of which ARV Assisted Living, Inc., a Delaware corporation
("ARV"), is the General Partner, is offering to purchase any and all of the
outstanding limited partnership units ("Units") of American Retirement Villas
Properties II, a California limited partnership (the "Partnership"), at a net
cash price of $____ per Unit, without interest (the "Offer Price"), reduced by
the amount of any cash distributions made or declared by the Partnership from
the date hereof until the date on which the Purchaser purchases the Units
tendered pursuant to, and upon the terms and conditions set forth in, the
Purchaser's Offer to Purchase and Consent Solicitation Statement dated
__________, 2004 (the "Offer to Purchase and Consent Solicitation Statement"),
and in the related Agreement of Assignment and Transfer (which, together with
any amendments or supplements thereto, constitute the "Offer"). ARV is also the
General Partner of the Partnership and holds approximately 52.5% of the Units.
The Offer is conditioned upon, among other things, Purchaser's
obtaining the consent of the Limited Partners of the Partnership who
collectively hold more than 50% of the Units not held by ARV to a merger
proposal (the "Merger Proposal") to effect a merger pursuant to which each Unit
not held by ARV or its subsidiaries would be converted into the right to receive
cash at the Offer Price. Although we have reserved the right to waive this
condition, we are under no obligation to do so. Purchaser is making the Offer
and seeking the consents of the Limited Partners to the Merger Proposal in order
to acquire the entire equity interest in the Partnership, thereby enabling
Purchaser to make the Partnership a private, wholly-owned subsidiary of ARV.
Enclosed, for your information only, are the following documents
relating to the Offer and Consent Solicitation, which we have mailed to all
unitholders of the Partnership (the "Unitholders"):
1. Offer to Purchase and Consent Solicitation Statement dated
__________, 2004;
2. Agreement of Assignment and Transfer to be used by Unitholders
in accepting the Offer (the "Agreement of Assignment and
Transfer");
3. Consent Form to be used by the Unitholders in consenting to
the Merger Proposal (the "Consent Form");
4. A Letter from the Purchaser to Unitholders;
5. Notice of Withdrawal to be used by Unitholders in withdrawing
from the Offer;
6. Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9; and
7. The Partnership's Form 10-K for the fiscal year ended December
31, 2002.
A PACKAGE CONTAINING THE ENCLOSED DOCUMENTS HAS CONTEMPORANEOUSLY BEEN SENT
DIRECTLY TO ALL UNITHOLDERS. THE ENCLOSED DOCUMENTS ARE BEING FURNISHED TO YOU
FOR YOUR INFORMATION ONLY, AND NO ACTION ON YOUR PART IS REQUESTED AT THIS TIME.
In all cases, payment for Units accepted for payment pursuant to the
Offer will be made only after the Offer expires, the holders of at least 50% of
the outstanding Units not held by ARV consent to the Merger Proposal, and timely
receipt by the Information Agent, at the applicable address set forth on the
back cover of the Offer to Purchase and Consent Solicitation Statement, of (a) a
signed and completed Agreement of Assignment and Transfer and Consent Form (or a
facsimile thereof), properly completed and duly executed, together with any
confirmation required from any custodian of tendered Units, and (b) any other
documents required by the Offer to Purchase and Consent Solicitation Statement.
UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE OFFER PRICE OF THE UNITS TO
BE PAID BY THE PURCHASER, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY
IN MAKING SUCH PAYMENT.
Neither the Purchaser nor the General Partner will pay any fees or
commissions to any broker or dealer or other person in connection with the
solicitation of tenders of Units pursuant to the Offer. You will be reimbursed
by the Purchaser upon request for customary mailing and handling expenses
incurred by you in forwarding the enclosed Offer materials to your customers, if
necessary.
The Purchaser will pay or cause to be paid any transfer taxes payable
on the transfer of Units to it.
CLIENTS FOR WHOSE ACCOUNT YOU HOLD UNITS MAY REQUIRE YOUR CONFIRMATION
OF THE AGREEMENT OF ASSIGNMENT AND TRANSFER AND/OR THE CONSENT FORM IN ORDER TO
VALIDLY TENDER THEIR UNITS TO THE PURCHASER PURSUANT TO THE OFFER AND/OR CONSENT
TO THE MERGER PROPOSAL. THE INFORMATION AGENT AND/OR YOUR CLIENTS MAY CONTACT
YOU IN THIS REGARD TO ENSURE THE VALID AND TIMELY CONFIRMATION OF THESE
DOCUMENTS.
Questions and requests for additional copies of the enclosed material
may be directed to the Information Agent at its address and telephone numbers
set forth on the back cover of the enclosed Offer to Purchase.
Very truly yours,
ARVP II Acquisition, L.P.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU
OR ANY OTHER PERSON THE AGENT OF THE PURCHASER, THE GENERAL PARTNER, THE
PARTNERSHIP, THE INFORMATION AGENT OR ANY AFFILIATE THEREOF OR AUTHORIZE YOU OR
ANY OTHER PERSON TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION ON BEHALF OF
ANY OF THEM WITH RESPECT TO THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED AND THE
STATEMENTS CONTAINED THEREIN.
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