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EXHIBIT 99.(a)(1)(D)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell securities. The Offer is being made solely by the Offer to Purchase for
Cash dated October 4, 2001 and the related Offer to Sell Letter and is not being
made to, nor will tenders be accepted from or on behalf of Unitholders that
reside in any jurisdiction in which making or accepting the Offer would violate
that jurisdiction's laws. In those jurisdictions where the laws require the
Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be
made on behalf of the Purchaser, if at all, only by one or more registered
brokers or dealers licensed under the laws of the applicable jurisdiction.
NOTICE OF OFFER TO PURCHASE FOR CASH
UP TO 10,000 UNITS REPRESENTING
LIMITED PARTNERSHIP INTERESTS
OF
AMERICAN RETIREMENT VILLAS
PROPERTIES III, L.P.
AT
$300.00 NET PER UNIT
BY
C3 CAPITAL, LLC
THE OFFER IS NOT CONDITIONED UPON FINANCING OR UPON ANY MINIMUM AGGREGATE NUMBER
OF UNITS BEING TENDERED, BUT IS SUBJECT TO CERTAIN CONDITIONS CONTAINED IN THE
OFFER TO PURCHASE.
C3 Capital, LLC, a California limited liability company (the "Purchaser"), is
offering to purchase up to 10,000 units representing limited partnership
interests ("Units") of American Retirement Villas Properties III, L.P., a
California limited partnership (the "Partnership"), at a purchase price of
$300.00 per Unit (the "Purchase Price"), net to the seller in cash, without
interest, less the amount of the Distributions (as defined in the Offer to
Purchase (as defined below)) per Unit, if any, made by the Partnership from the
date of the Offer (as defined below) until the date on which the Purchaser
purchases the tendered Units pursuant to the Offer, upon the terms and subject
to the conditions set forth in the Offer to Purchase for Cash dated October 4,
2001, as it may be supplemented or amended from time to time (the "Offer to
Purchase") and in the related Offer to Sell for Cash, including the Instructions
thereto, as it may be supplemented or amended from time to time (the "Offer to
Sell," which, together with the Offer to Purchase, constitutes the "Offer").
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THE OFFER, WITHDRAWAL RIGHTS AND PROBATION PERIOD WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME ON FRIDAY, NOVEMBER 2, 2001 UNLESS THE OFFER IS EXTENDED.
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For purposes of the Offer, the Purchaser will be deemed to have accepted for
payment pursuant to the Offer, and thereby purchased, validly tendered Units if,
as and when the Purchaser gives oral or written notice to the Exchange Agent (as
defined in the Offer to Purchase) of the Purchaser's acceptance for payment of
those Units pursuant to the Offer. A tendering beneficial owner of Units whose
Units are owned of record by an Individual Retirement Account, a Keogh or other
employee benefit plan will not receive direct payment of the Purchase Price;
rather, payment will be made to the custodian of the account or plan. Upon the
terms and subject to the conditions of the Offer, payment for Units accepted for
payment pursuant to the Offer will be made by deposit of the Purchase Price
therefor with the Exchange Agent, which will act as agent for tendering
Unitholders for the purpose of receiving payments from the Purchaser and
transmitting payments to Unitholders whose Units have been accepted for payment.
The Purchaser is making the Offer in order for Purchaser to acquire a
controlling interest in the Partnership, and remove ARV Assisted Living, Inc. as
the managing general partner of the Partnership and appoint Purchaser as the new
managing general partner. Purchaser would also seek to terminate the
Partnership's current property management agreement and replace ARV Assisted
Living, Inc. with Vintage Senior Housing, LLC as property manager.
In all cases, payment for Units purchased pursuant to the Offer will be made
only after timely receipt by the Exchange Agent of a properly completed and duly
executed Offer to Sell Letter, together with all required medallion signature
guaranties. If more than 10,000 Units are validly tendered and not withdrawn on
or prior to the Expiration Date, the Purchaser will, upon the terms and subject
to the conditions of the Offer, take into account the number of Units tendered,
accept and pay for an aggregate of 10,000 Units, pro rata, with appropriate
adjustments to avoid purchases of fractional Units and purchases that would
cause a Unitholder that is a Qualified Plan (as defined in the Offer to
Purchase) to hold less than 2 Units or a Unitholder that is not a Qualified Plan
to hold less than 5 Units. Under no circumstance will interest on the Purchase
Price for Units be paid, regardless of any delay in making the payment to
Unitholders.
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The term "Expiration Date" means 12:00 Midnight, New York City time, on November
2, 2001, unless the Purchaser in its sole discretion extends the period of time
during which the Offer is open, in which event the term "Expiration Date" will
mean the latest time and date at which the Offer, as so extended by the
Purchaser, will expire. Subject to the applicable regulations of the Securities
and Exchange Commission, the Purchaser expressly reserves the right, at any time
and from time to time, to extend the period of time during which the Offer is
open for any reason, including the occurrence of any of the events specified in
the Offer to Purchase, by giving oral or written notice of the extension to the
Exchange Agent. Any extension will be followed as promptly as practicable by a
press release or public announcement made no later than 9:00 a.m., New York City
time, on the next business day after the previously scheduled Expiration Date.
Tenders of Units made pursuant to the Offer are irrevocable, except that Units
tendered pursuant to the Offer may be withdrawn at any time on or prior to the
Expiration Date and, unless already accepted for payment by the Purchaser
pursuant to the Offer, may also be withdrawn at any time after December 3, 2001.
For withdrawal to be effective, a written or facsimile transmission notice of
withdrawal must be timely received by the Exchange Agent at its address set
forth on the back cover of the Offer to Purchase. Any notice of withdrawal must
specify the name of the person(s) who tendered the Units to be withdrawn and
must be signed by the person(s) who signed the Offer to Sell Letter in the same
manner as the Offer to Sell Letter was signed.
The information required to be disclosed by Rule 14d-6(e)(1)(vii) of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended, is
contained in the Offer to Purchase and is incorporated herein by reference.
The Offer to Purchase and the Offer to Sell Letter will be mailed to registered
owners of Units and will be furnished to brokers, banks and similar persons
whose names, or whose nominees, appear on the list of Unitholders, or, if
applicable, who are listed as participants in a clearing agency's security
position listing for subsequent transmittal to beneficial owners of Units by the
Purchaser following receipt of such list from the Partnership, or by the
Partnership if it so elects.
Questions and requests for assistance may be directed to Purchaser at its
address and telephone number set forth below. Requests for copies of the Offer
to Purchase and the related Offer to Sell Letter may be directed to the
Purchaser, and copies will be furnished promptly at the Purchaser's expense.
C3 CAPITAL, LLC
359 SAN MIGUEL DRIVE, SUITE 300
NEWPORT BEACH, CALIFORNIA 92660
(866) 719-4093
October 4, 2001