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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement Under
Section 14(d)(1) or 13(e)(1) of the
Securities Exchange Act of 1934
(Amendment No. _____)*
AMERICAN RETIREMENT VILLAS
PROPERTIES III, L.P.
(Name of Subject Company (issuer))
C3 CAPITAL, LLC
(Name of Filing Persons (identifying status as offeror, issuer or other person))
LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
029317203
(CUSIP Number of Class of Securities)
C3 Capital, LLC
359 San Miguel Drive, Suite 300
Newport Beach, CA 92660
Attention: Graham P. Espley-Jones
Telephone (866)719-4093
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
Peter J. Tennyson, Esq.
Paul, Hastings, Janofsky & Walker LLP
695 Town Center Drive, Seventeenth Floor
Costa Mesa, California 92626-1924
Telephone: (714) 668-6200
CALCULATION OF FILING FEE
Transaction Valuation Amount of Filing Fee
$3,000,000 $600
* Set forth the amount on which the filing fee is calculated and state how it
was determined
[ ] Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: Filing Party:
------- ---------------
Form or Registration No.: Date Filed:
------------ ------------------
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
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INTRODUCTORY STATEMENT
This Tender Offer Statement on Schedule TO (this "Schedule TO") relates to our
offer to purchase up to 10,000 limited partnership units of American Retirement
Villas Properties III, L.P. for a net cash price of $300 per unit upon the terms
and subject to the conditions in the Offer to Purchase for Cash dated October 4,
2001, attached hereto as Exhibit (a)(1)(A) (the "Offer to Purchase") and the
related Offer to Sell for Cash, attached hereto as Exhibit (a)(1)(B) (the "Offer
to Sell").
The information in the Offer to Purchase and the Offer to Sell is incorporated
herein by reference in answer to all applicable items in this Schedule TO,
except as otherwise set forth below.
ITEM 10. FINANCIAL STATEMENTS
Not applicable.
ITEM 12 EXHIBITS
(a)(1)(A) Offer to Purchase for Cash dated October 4, 2001.
(a)(1)(B) Form of Offer to Sell for Cash.
(a)(1)(C) Form of Letter to Limited Partners Regarding Offer to Purchase.
(a)(1)(D) Form of Summary Advertisement.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g) Not applicable.
(h) Not applicable.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3
Not applicable.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Schedule TO is true, complete and
correct.
C3 Capital, LLC
/s/ GRAHAM P. ESPLEY-JONES
------------------------------------
(Signature)
/s/ GRAHAM P. ESPLEY-JONES, Manager
------------------------------------
(Name and Title)
October 3, 2001
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(Date)
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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(a)(1)(A) Offer to Purchase for Cash dated October 4, 2001.
(a)(1)(B) Form of Offer to Sell for Cash.
(a)(1)(C) Form of Letter to Limited Partners Regarding Offer to Purchase.
(a)(1)(D) Form of Summary Advertisement.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g) Not applicable.
(h) Not applicable.