EXHIBIT (a)(1)(C)
CONSENT FORM
THIS WRITTEN CONSENT IS SOLICITED BY ARVP II ACQUISITION, L.P. IN ORDER
TO OBTAIN YOUR APPROVAL OF THE MERGER PROPOSAL AS SET FORTH IN THE OFFER TO
PURCHASE AND CONSENT SOLICITATION STATEMENT, DATED MARCH 24, 2004, ACCOMPANYING
THIS CONSENT FORM. THIS WRITTEN CONSENT IS NOT SOLICITED BY OR ON BEHALF OF THE
PARTNERSHIP, THE GENERAL PARTNER OR THE BOARD OF DIRECTORS OF THE GENERAL
PARTNER.
NOTE: IN ORDER TO CONSENT TO THE MERGER PROPOSAL, YOU MUST COMPLETE,
SIGN, DATE AND RETURN THIS CONSENT FORM TO THE INFORMATION AGENT IN THE ENCLOSED
POSTAGE-PAID ENVELOPE OR BY FACSIMILE AT (866) 275-3710. IF DELIVERY IS BY
FACSIMILE, YOU MUST ALSO RETURN THE ORIGINAL CONSENT FORM TO THE INFORMATION
AGENT, WHICH ORIGINAL, ONLY, MAY BE RECEIVED AFTER THE EXPIRATION DATE PROVIDED
THAT THE FACSIMILE IS RECEIVED PRIOR TO OR ON THE EXPIRATION DATE.
NOTE: IF YOU WISH TO TENDER YOUR UNITS IN THE OFFER, IN ADDITION TO
DELIVERING YOUR CONSENT TO THE MERGER PROPOSAL, YOU MUST ALSO COMPLETE, SIGN AND
DELIVER TO THE INFORMATION AGENT THE YELLOW AGREEMENT OF ASSIGNMENT AND TRANSFER
THAT IS INCLUDED IN THIS PACKAGE. COMPLETION OF THE OFFER IS CONDITIONED UPON
THE RECEIPT OF VALID WRITTEN CONSENTS TO THE MERGER PROPOSAL BY UNITHOLDERS WHO
COLLECTIVELY HOLD MORE THAN 50% OF THE UNITS THAT ARE NOT HELD BY ARV OR ITS
SUBSIDIARIES. CONSEQUENTLY, IF YOU DECIDE TO TENDER YOUR UNITS BUT DO NOT ALSO
DELIVER YOUR CONSENT TO THE MERGER PROPOSAL PURSUANT TO THIS CONSENT FORM, YOUR
FAILURE TO CONSENT WILL REDUCE THE LIKELIHOOD THAT THE OFFER WILL BE COMPLETED
AND THAT WE WILL PURCHASE THE UNITS YOU MAY HAVE TENDERED.
NOTE: IF YOU HAVE RECEIVED THIS CONSENT FORM DIRECTLY FROM THE
PURCHASER, WE HAVE COMPLETED CERTAIN REQUIRED INFORMATION ON THE BACK PAGE OF
THIS CONSENT FORM (SPECIFICALLY, CURRENT REGISTRATION, CUSTODIAN INFORMATION (IF
ANY), NUMBER OF UNITS HELD AND INVESTOR NUMBER). IF YOU HAVE RECEIVED THIS
CONSENT FORM THROUGH YOUR CUSTODIAN, THIS INFORMATION WILL BE BLANK AND MUST BE
PROVIDED BY YOU.
The undersigned, with respect to each unit of limited partnership
interest in American Retirement Villas Properties II, a California limited
partnership held of record or beneficially on March 24, 2004, hereby sets forth
his, her or its vote in connection with the written consents to the Merger
Proposal solicited by ARVP II Acquisition, L.P. (including its assignee or
assignees, "Purchaser") as described in the Offer to Purchase and Consent
Solicitation Statement, dated March 24, 2004, accompanying this Consent Form.
Capitalized terms used herein have the meanings given to them in the Offer to
Purchase and Consent Solicitation Statement.
Please sign and date this Consent Form. You are encouraged to indicate
your vote by marking the appropriate box below. Failure to check the box with
respect to the Merger Proposal will constitute a vote "FOR" the Merger Proposal.
Please mail, or send by hand delivery, overnight courier or facsimile,
the executed original of this Consent Form to the Information Agent:
ACS SECURITIES SERVICES, INC.
Attn: American Retirement Villas Properties II, a California limited partnership
3988 N. Central Expressway
Building 5, 6th Floor
Dallas, TX 75204
Tel.: (866) 275-3707
Fax: (866) 275-3710
A pre-addressed, postage-paid return envelope is enclosed for your
convenience. The method of delivery of this Consent Form and all other required
documents is at your option and risk, and delivery will be deemed made only when
actually received by the Information Agent. If delivery is by mail, we recommend
registered mail with return receipt requested. If delivery is by facsimile, you
must also return the original documents, which originals, only, may be received
after the Expiration Date provided that the facsimile is received prior to or on
the Expiration Date. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO ENSURE
TIMELY DELIVERY PRIOR TO MAY 5, 2004 (OR SUCH DATE AS OUR OFFER AND CONSENT
SOLICITATION ARE EXTENDED).
IF LEGAL TITLE TO YOUR UNITS IS HELD THROUGH AN IRA, KEOGH OR SIMILAR
ACCOUNT, WE WILL SEND ON YOUR BEHALF A COPY OF YOUR COMPLETED CONSENT FORM TO
YOUR CUSTODIAN TO OBTAIN YOUR CUSTODIAN'S CONFIRMATION. HOWEVER, IN THIS CASE,
YOU SHOULD SEND YOUR COMPLETED CONSENT FORM TO THE INFORMATION AGENT NOT LESS
THAN ONE WEEK PRIOR TO THE EXPIRATION DATE SO THAT WE HAVE TIME TO OBTAIN SUCH
CONFIRMATION PRIOR TO THE EXPIRATION DATE. YOU MAY ALSO SEND YOUR COMPLETED
CONSENT FORM TO YOUR CUSTODIAN TO OBTAIN YOUR CUSTODIAN'S CONFIRMATION AND THEN
RETURN THE CONSENT FORM TO THE INFORMATION AGENT PRIOR TO THE EXPIRATION DATE.
Please call the Information Agent at the above number if you have any
questions regarding the consent solicitation.
IMPORTANT: PLEASE FILL OUT THIS CARD AND RETURN IT PROMPTLY.
IMPORTANT: PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE. PLEASE MARK IN BLUE OR BLACK INK AS SHOWN HERE [X].
The undersigned hereby consents to the Merger Proposal, as more fully
described in and subject to the accompanying Offer to Purchase and Consent
Solicitation Statement, dated March 24, 2004, as indicated below. Capitalized
terms used herein have the meanings given to them in the Offer to Purchase and
Consent Solicitation Statement.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
If I am the record holder of Units, in the case of Units that I own
directly, I hereby irrevocably constitute and appoint Purchaser and its
designees as my true and lawful attorneys-in-fact and proxies with respect to
the Units (and with respect to any and all other Units or other securities
issued or issuable in respect of such Units), each with full power of
substitution, to the full extent of my rights (such power of attorney and proxy
being deemed to be an irrevocable durable power coupled with an interest and
being unaffected by my disability, incapacity, dissolution, termination or
bankruptcy) to vote on the Merger Proposal described in the Offer to Purchase
and Consent Solicitation Statement in the same manner as indicated in this
Consent Form (or, if not so indicated, "FOR" the Merger Proposal).
If legal title to my Units is held through an IRA, Keogh or similar
account, I hereby irrevocably authorize, instruct and direct the custodian that
is the record holder of my Units, to the full extent of my beneficial rights in
and to such Units, to take all actions reasonably required to vote my Units on
the Merger Proposal described in the Offer to Purchase and Consent Solicitation
Statement in the same manner as indicated in this Consent Form (or, if not so
indicated, "FOR" the Merger Proposal), and to deliver any confirmations,
proxies, consents or powers of attorney necessary or advisable to deliver,
effect and record my vote as reflected herein.
___________________________________
SIGNATURE(S) OF LIMITED PARTNERS(S)
NAME:
___________________________________
SIGNATURE OF REPRESENTATIVE
NAME:
CAPACITY:
Dated: _____________________________, 2004
(NOTE: Please sign exactly as your name or names appear on the label.
If more than one name appears, all persons so designated should sign. When
signing in a representative capacity, please give your full title.)
IF YOU WISH TO TENDER YOUR UNITS IN THE OFFER, IN ADDITION TO DELIVERING YOUR
CONSENT TO THE MERGER PROPOSAL, YOU MUST ALSO COMPLETE, SIGN AND DELIVER TO THE
INFORMATION AGENT THE YELLOW
AGREEMENT OF ASSIGNMENT AND TRANSFER THAT IS INCLUDED IN THIS PACKAGE (TOGETHER
WITH ANY OTHER DOCUMENTS THAT YOUR CUSTODIAN MAY REQUIRE AND HAS DELIVERED TO
YOU IN ORDER FOR YOU TO TENDER YOUR UNITS, IF LEGAL TITLE TO YOUR UNITS IS HELD
THROUGH AN IRA, KEOGH OR SIMILAR ACCOUNT). COMPLETION OF THE OFFER IS
CONDITIONED UPON THE RECEIPT OF VALID WRITTEN CONSENTS TO THE MERGER PROPOSAL BY
UNITHOLDERS WHO COLLECTIVELY HOLD MORE THAN 50% OF THE UNITS THAT ARE NOT HELD
BY ARV OR ITS SUBSIDIARIES. CONSEQUENTLY, IF YOU DECIDE TO TENDER YOUR UNITS BUT
DO NOT ALSO DELIVER YOUR CONSENT TO THE MERGER PROPOSAL PURSUANT TO THIS CONSENT
FORM, YOUR FAILURE TO CONSENT WILL REDUCE THE LIKELIHOOD THAT THE OFFER WILL BE
COMPLETED AND THAT WE WILL PURCHASE THE UNITS YOU MAY HAVE TENDERED.
FULL NAME OF PARTNERSHIP:
AMERICAN RETIREMENT VILLAS PROPERTIES II.