EXHIBIT 2.3
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EXHIBIT (a)(2)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
AMENDMENT NO. 1
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SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMERICAN RETIREMENT VILLAS PROPERTIES III, L.P.
(Name of Subject Company)
AMERICAN RETIREMENT VILLAS PROPERTIES III, L.P.
(Name of Persons Filing Statement)
LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
029317203
(CUSIP Number of Class of Securities)
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XXXXXXX X. XXXXXXXX
CHIEF EXECUTIVE OFFICER
ARV ASSISTED LIVING, INC.
000 XXXXXXX XXXXXX, X-0
XXXXX XXXX, XX 00000
(000) 000-0000
(Name, address and telephone number of person authorized to receive notices and
communications
on behalf of the persons filing statement)
WITH A COPY TO:
XXXX X. XXXXXX, ESQ.
O'MELVENY & XXXXX LLP
000 XXXXXXX XXXXXX XXXXX
XXXXX 0000
XXXXXXX XXXXX, XX 00000
(000) 000-0000
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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EXPLANATORY NOTE
American Retirement Villas Properties III, L.P., a California limited
partnership (the "Partnership"), hereby amends and supplements its
Solicitation/Recommendation Statement on Schedule 14D-9, filed with the
Securities and Exchange Commission (the "Commission") on October 18, 2001 (the
"Statement"). Capitalized terms used herein have the meanings assigned thereto
in the Statement.
ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON
Item 2(b) is hereby supplemented in the following manner:
(b) In response to the withdrawal by C3 Capital, LLC of its tender
offer to purchase up to 10,000 Units of the Partnership (the "Hostile
Offer"), disclosed in an amendment to the tender offer statement on
Schedule TO (the "Schedule TO"), dated October 24, 2001 and filed with the
Commission, this Statement no longer relates to the Hostile Offer.
Item 2(c) is hereby supplemented in the following manner:
(c) This Statement relates to the tender offer by ARVP Acquisition,
L.P. ("ARVP Acquisition"), a California limited partnership wholly-owned by
ARV Assisted Living, Inc., a Delaware corporation and the General Partner
of the Partnership (the "General Partner"), disclosed in Amendment No. 1 to
a Tender Offer Statement on Schedule TO that the General Partner filed with
the Commission on the date hereof. The General Partner's offer is to
purchase all of the outstanding Units at a price of $400 per Unit, net to
the seller in cash, without interest, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated October 18, 2001, as
amended and supplemented on October 31, 2001, and in the related Letter of
Transmittal, dated October 31, 2001 (which, as they may be further amended
or supplemented from time to time, together constitute the " Revised
General Partner Offer"). The Amendment and Supplement to the Offer to
Purchase and the Letter of Transmittal are being mailed to Unitholders
concurrently with this Statement and are filed as Exhibits (a)(1) and
(a)(2) hereto.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
Item 4(b) is hereby supplemented in the following manner:
(b) Recommendation Relating to the Revised General Partner Offer
We believe that the Revised General Partner Offer is fair to you. The
terms of the Revised General Partner Offer, however, were established
unilaterally by the General Partner and were not negotiated with the
Partnership or any representative for the Unitholders. Neither we nor the
General Partner is making any recommendation to you as to whether you
should tender your Units to ARVP Acquisition because of our inherent
conflict of interest and our belief that the value of the Units may be
higher than the General Partner's $400 offer price. You should make this
decision only after consulting with your financial and tax advisors and
considering carefully all information given to you in the Revised General
Partner Offer.
Item 4(c) is hereby supplemented in the following manner:
(c) Reasons for Recommendations
It is the General Partner's belief that the ability of a Unitholder to
sell all of his or her Units promptly and to eliminate the need to comply
with the annual reporting of the tax information on the form K-1s sent to
Unitholders, will be attractive to Unitholders.
The General Partner continues to believe that the Revised General
Partner Offer is fair to you. Its belief is based on and subject to the
factors set forth in the Amended Offer to Purchase. In making this
determination, the General Partner took into account the possibility of a
sale of the Partnership's non-cash assets being consummated for a price
equal to or in excess of $19.5 million, the price set forth in a highly
conditional offer by Vintage Senior Housing, LLC ("Vintage"), an affiliate
of C3 Capital, as more fully described under "BACKGROUND, PURPOSE, AND
EFFECTS OF THE OFFER" of the
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Revised General Partner Offer, and that in such event, the amount that
could be distributed to Unitholders in the future could equal or exceed the
$428 per Unit estimate by Vintage. The General Partner also took into
account the possible time periods associated with such process and possible
risks and uncertainties associated with it, including the difficulties or
delays in obtaining financing, uncertainties in the financial markets
caused by world or economic events, difficulties or delays in obtaining
consents, and the known and unknown costs and contingent liabilities
associated with the liquidation of an entity such as the Partnership.
ITEM 9. EXHIBITS
The following exhibits are filed herewith:
EXHIBIT
NUMBER DESCRIPTION
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(a)(1)(A) Amendment and Supplement to Offer to Purchase, dated October
31, 2001.
(a)(1)(B) Letter of Transmittal.
(a)(1)(C) Form of Letter to Clients for use by Brokers, Dealers, Trust
Companies and other Nominees.
(a)(1)(D) Form of Letter to Brokers, Dealers, Trust Companies and
other Nominees.
(a)(2) Not applicable.
(a)(3) Not applicable.
(a)(4) Not applicable.
(a)(5)(A) Press release, dated October 31, 2001.
(a)(5)(B) Letter to Unitholders, dated October 31, 2001.
(a)(5)(C) Urgent Letter to Unitholders
(e) Not applicable.
(g) 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 Statement is true, complete and correct.
AMERICAN RETIREMENT VILLAS
PROPERTIES III, L.P.
By: ARV Assisted Living, Inc., the
General Partner
/s/ XXXXXXX X. XXXXXXXX
Name: Xxxxxxx X. Xxxxxxxx
Title: Chairman and Chief Executive
Officer
Dated: October 31, 2001
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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(a)(1)(A) Amendment and Supplement to Offer to Purchase, dated October
31, 2001.
(a)(1)(B) Letter of Transmittal.
(a)(1)(C) Form of Letter to Clients for use by Brokers, Dealers, Trust
Companies and other Nominees.
(a)(1)(D) Form of Letter to Brokers, Dealers, Trust Companies and
other Nominees.
(a)(2) Not applicable.
(a)(3) Not applicable.
(a)(4) Not applicable.
(a)(5)(A) Press release, dated October 31, 2001.
(a)(5)(B) Letter to Unitholders, dated October 31, 2001.
(a)(5)(C) Urgent Letter to Unitholders.
(e) Not applicable.
(g) Not applicable.
