SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: October 8, 2001
ARV ASSISTED LIVING, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-26980 33-0160968
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
245 Fischer Avenue, D-1
Costa Mesa, CA 92626
(Address of Principal Executive Offices and Zip Code)
(714) 751-7400
(Registrant's telephone number, including area code)
Item 5. Other Events
(a) ARV Assisted Living, Inc., the Managing General Partner of American
Retirement Villas Properties III, L.P., announced on October 18, 2001 it is
commencing a cash tender offer, through a wholly-owned limited partnership, ARVP
Acquisition, L.P., for up to 10,000 limited partnership units for a net cash
purchase price of $360 per unit (the "Offer"). The Offer, which begins on
October 18, 2001, will expire at 12:00 p.m. (Eastern Time) on Thursday, November
15, 2001. The Offer is conditioned upon, among other things, there being validly
tendered and not withdrawn a number of units that will constitute at least a
majority of the outstanding units in ARVP III.
The terms and conditions of the Offer are set forth in the Schedule TO, Offer to
Purchase and Letter of Transmittal, filed with the Securities and Exchange
Commission on October 18, 2001.
The press release relating to the forgoing is attached hereto as Exhibit 99.1
and incorporated herein by reference.
(b) ARV Assisted Living Inc. announced on October 8, 2001 that it has entered
into new property management contracts with an affiliate of Texas-based Lone
Star Funds, providing for ARV to manage three assisted living communities
located in Texas and New Mexico.
Since 1995, Lone Star Funds has organized equity investments in excess of $4
billion for real estate related investments. Lone Star Funds has appointed ARV
to manage a 99-unit community in Harlingen, Texas providing assisted living and
Alzheimer's care, a 92-unit community in Roswell, N.M. providing assisted living
and Alzheimer's care, and a 12-unit seniors apartment project also in Roswell.
In addition, the parties are negotiating to appoint ARV as manager of a 52-unit
assisted living community in Denison, Texas within the next several weeks. These
new management contracts provide for ARV to realize significant base management
fees and the opportunity to earn incentive management fees based upon improved
operations.
ARV also announced that as the result of its election not to exercise an
uneconomic real estate purchase option, it was removed as a manager of Encino
Renovation LLC and Berkshire Renovation LLC (companies), pursuant to an Oct. 1,
2001 notice received from the remaining, and now sole, manager of the companies,
Vintage/ABR (Renovation) LLC (Vintage/ABR).
Although Vintage/ABR has taken no further action as of the date of this release,
the operating agreements for both companies provide that Vintage/ABR may elect
to terminate ARV as manager of the Encino Terrace assisted living community
located in Encino, Calif. and of the Berkshire assisted living community located
in Berkeley, Calif. and designate a successor manager, which may be one of its
own members, under terms negotiated by Vintage/ABR.
The selection of the new property manager will remain subject to approval by the
first mortgage lender for the communities and such approval is not assured.
Termination of ARV's management
of the two communities could result in the loss of gross management fees in the
amount of $130,000 annually. ARV is reviewing the situation and will respond as
deemed necessary.
In a related development, ARV, as the managing general partner of American
Retirement Villas Properties III L.P. (ARVP III), received notice of an
unsolicited offer to purchase up to 10,000 limited partnership units of ARVP III
for a net cash price of $300 per unit in cash from C3 Capital, LLC, subject to
reduction under certain circumstances. The offer is subject to various
conditions.
Vintage Senior Housing LLC, a managing member of Vintage/ABR, is also a member
of C3 Capital LLC. ARV also confirmed its receipt of notice that C3 Capital LLC
intended to solicit the consent of the ARVP III limited partners to remove ARV
as the managing general partner of the partnership and terminate ARV as the
manager to the two assisted living communities owned by ARVP III in Camarillo,
Calif. and Chandler, Ariz.
At the same time, C3 Capital LLC proposes to appoint its own member, Vintage
Senior Housing LLC, as the new property manager for the communities. In the
event that C3 Capital LLC succeeds in removing ARV as the managing general
partner and terminating the ARV property management agreements, ARV will sustain
the loss of gross management and administration fees in the amount of $450,000
per year.
The press release relating to the forgoing is attached hereto as Exhibit 99.2
and incorporated herein by reference.
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Item 7. Exhibits
(c) Exhibits.
Exhibit No. Description
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99.1 Press Release dated October 18, 2001
99.2 Press Release dated October 8, 2001
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ARV ASSISTED LIVING, INC.
Date: October 24, 2001 By: / s / Douglas Pasquale
----------------------------
Name: Douglas Pasquale
Title: Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release dated October 18, 2001
99.2 Press Release dated October 8, 2001
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