-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SubSn3DcNqek8oWmqTk5zV2IuwhK5oChWk2P568zMPaxBFH0itnpSk+RcmmzDJ89 gZUdmfjdJ9QUPCkMr5xs8Q== 0000895345-02-000500.txt : 20020924 0000895345-02-000500.hdr.sgml : 20020924 20020924080040 ACCESSION NUMBER: 0000895345-02-000500 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020924 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARV ASSISTED LIVING INC CENTRAL INDEX KEY: 0000949322 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-NURSING & PERSONAL CARE FACILITIES [8050] IRS NUMBER: 330160968 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44631 FILM NUMBER: 02770508 BUSINESS ADDRESS: STREET 1: 245 FISCHER AVE STREET 2: SUITE D-1 CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 7147517400 MAIL ADDRESS: STREET 1: 245 FISCHER AVENUE STREET 2: SUITE D-1 CITY: COSTA MESA STATE: CA ZIP: 92626 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LAZARD FRERES REAL ESTATE INVESTORS LLC CENTRAL INDEX KEY: 0001042593 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA STREET 2: 63RD FL CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2126326000 MAIL ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA STREET 2: 63RD FL CITY: NEW YORK STATE: NY ZIP: 10020 SC 13D/A 1 lp13d.txt SCHEDULE 13D (AMENDMENT #15) SCHEDULE 13D (RULE 13D-101) Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Under the Securities Exchange Act of 1934 (Amendment No. 15)* ARV ASSISTED LIVING, INC. ------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share ------------------------------------------------------------------------- (Title of Class of Securities) 00204C107 ------------------------------------------------------------------------- (CUSIP Number) Marjorie L. Reifenberg, Esq. Lee S. Parks, Esq. Lazard Freres Fried, Frank, Harris, Real Estate Investors L.L.C. Shriver & Jacobson 30 Rockefeller Plaza One New York Plaza New York, New York 10020 New York, New York 10004 (212) 632-6000 (212) 859-8000 ------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communication) September 23, 2002 ------------------------------------------------------------------------- (Dates of Events Which Require Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|. NOTE. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. SEE Rule 13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, SEE the Notes). SCHEDULE 13D CUSIP No. 00204C107 PAGE 2 OF 14 PAGES 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Prometheus Assisted Living LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS 00 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 7. SOLE VOTING POWER SHARES -0- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY EACH 7,595,069 shares of Common Stock REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH -0- 10. SHARED DISPOSITIVE POWER 7,595,069 shares of Common Stock 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,595,069 shares of Common Stock 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X] EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.5% 14. TYPE OF REPORTING PERSON 00 SCHEDULE 13D CUSIP No. 00204C107 PAGE 3 OF 14 PAGES 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON LF Strategic Realty Investors II L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS 00, BK 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 7. SOLE VOTING POWER SHARES -0- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY EACH 8,345,069 shares of Common Stock REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH -0- 10. SHARED DISPOSITIVE POWER 8,345,069 shares of Common Stock 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,345,069 shares of Common Stock 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.8% 14. TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 00204C107 PAGE 4 OF 14 PAGES 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON LFSRI II Alternative Partnership L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS 00, BK 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 7. SOLE VOTING POWER SHARES -0- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY EACH 7,595,069 shares of Common Stock REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH -0- 10. SHARED DISPOSITIVE POWER 7,595,069 shares of Common Stock 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,595,069 shares of Common Stock 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X] EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.5% 14. TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 00204C107 PAGE 5 OF 14 PAGES 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON LFSRI II - CADIM Alternative Partnership L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS 00, BK 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 7. SOLE VOTING POWER SHARES -0- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY EACH 7,595,069 shares of Common Stock REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH -0- 10. SHARED DISPOSITIVE POWER 7,595,069 shares of Common Stock 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,595,069 shares of Common Stock 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X] EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.5% 14. TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 00204C107 PAGE 6 OF 14 PAGES 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lazard Freres Real Estate Investors L.L.C. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS 00, BK 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK NUMBER OF 7. SOLE VOTING POWER SHARES -0- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY EACH 8,345,069 shares of Common Stock REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH -0- 10. SHARED DISPOSITIVE POWER 8,345,069 shares of Common Stock 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,345,069 shares of Common Stock 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.8% 14. TYPE OF REPORTING PERSON 00 SCHEDULE 13D CUSIP No. 00204C107 PAGE 7 OF 14 PAGES 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lazard Freres & Co. LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS 00, BK 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK NUMBER OF 7. SOLE VOTING POWER SHARES -0- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY EACH 8,345,069 shares of Common Stock REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH -0- 10. SHARED DISPOSITIVE POWER 8,345,069 shares of Common Stock 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,345,069 shares of Common Stock 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.8% 14. TYPE OF REPORTING PERSON 00 SCHEDULE 13D CUSIP No. 00204C107 PAGE 8 OF 14 PAGES 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON LFSRI II Assisted Living LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS 00 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 7. SOLE VOTING POWER SHARES -0- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY EACH 750,000 shares of Common Stock REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH -0- 10. SHARED DISPOSITIVE POWER 750,000 shares of Common Stock 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 750,000 shares of Common Stock 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X] EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.1% 14. TYPE OF REPORTING PERSON 00 This Amendment No. 15 to Schedule 13D (this "Amendment") is filed by Prometheus Assisted Living LLC, a Delaware limited liability company ("Prometheus"), LF Strategic Realty Investors II L.P., a Delaware limited partnership ("LFSRI"), LFSRI II Alternative Partnership L.P., a Delaware limited partnership ("LFSRI II AP"), LFSRI II-CADIM Alternative Partnership L.P., a Delaware limited partnership ("LFSRI CADIM"), Lazard Freres Real Estate Investors L.L.C., a New York limited liability company ("LFREI"), Lazard Freres & Co. LLC, a New York limited liability company ("Lazard") and LFSRI II Assisted Living LLC, a Delaware limited liability company ("LFSRI II AL", and together with Prometheus, LFSRI, LFSRI II AP, LFSRI CADIM, LFREI and Lazard, the "Reporting Persons"). Capitalized terms used herein but not defined shall have the meanings ascribed thereto in the Schedule 13D, as amended, originally filed by Prometheus and LFREI on July 23, 1997 (as amended, the "Initial Schedule 13D"). The Initial Schedule 13D is hereby amended as follows: ITEM 4. PURPOSE OF TRANSACTION. Item 4 is amended and, to the extent inconsistent with the following, restated as follows: On September 23, 2002, in a letter delivered at a meeting of the Board of Directors of the Company, Prometheus announced it had decided to propose to acquire for cash all of the outstanding shares of the Company not owned by Prometheus or its affiliates. Prometheus stated that the price was expected to be in the range of $3.25 to 3.60 per share, subject to completion of confirmatory due diligence and negotiation of the terms of a mutually acceptable merger agreement. Prometheus also indicated that it is not interested in selling its shares in the Company. Prometheus has requested that the Company form a special committee of independent directors to evaluate the proposed transaction. Prometheus also indicated that it desires to complete the transaction as soon as practicable and has commitments for sufficient cash to complete the transaction. Those commitments are subject to certain conditions. There can be no assurance that any transaction between Prometheus and the Company will be consummated or, if a transaction between Prometheus and the Company is consummated, the final price, terms, structure or timing of a transaction. A copy of the letter is attached as Exhibit 1 hereto and is incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 is amended to add the following: Exhibit 1 Letter dated September 23, 2002 from Prometheus Assisted Living LLC to the Board of Directors of ARV Assisted Living, Inc. SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: September 23, 2002 PROMETHEUS ASSISTED LIVING LLC By: LF Strategic Realty Investors II L.P., its managing member By: Lazard Freres Real Estate Investors L.L.C. its general partner By: /S/ JOHN A. MOORE --------------------------------- Name: John A. Moore Title: Managing Principal and Chief Financial Officer LF STRATEGIC REALTY INVESTORS II L.P. By: Lazard Freres Real Estate Investors L.L.C., its general partner By: /S/ JOHN A. MOORE ------------------------------------- Name: John A. Moore Title: Managing Principal and Chief Financial Officer LFSRI II ALTERNATIVE PARTNERSHIP L.P. By: Lazard Freres Real Estate Investors L.L.C., its general partner By: /S/ JOHN A. MOORE ------------------------------------- Name: John A. Moore Title: Managing Principal and Chief Financial Officer LFSRI II-CADIM ALTERNATIVE PARTNERSHIP L.P. By: Lazard Freres Real Estate Investors L.L.C., its general partner By: /S/ JOHN A. MOORE ------------------------------------- Name: John A. Moore Title: Managing Principal and Chief Financial Officer LAZARD FRERES REAL ESTATE INVESTORS L.L.C. By: /S/ JOHN A. MOORE ------------------------------------- Name: John A. Moore Title: Managing Principal and Chief Financial Officer LAZARD FRERES & CO. LLC By: /S/ SCOTT D. HOFFMAN ------------------------------------ Name: Scott D. Hoffman Title: Managing Director LFSRI II ASSISTED LIVING LLC By: LF Strategic Realty Investors II L.P., its managing member By: Lazard Freres Real Estate Investors L.L.C. its general partner By: /S/ JOHN A. MOORE -------------------------------- Name: John A. Moore Title: Managing Principal and Chief Financial Officer EX-99.1 3 ex99_1.txt EXHIBIT 99.1 EXHIBIT 1 PROMETHEUS ASSISTED LIVING LLC 30 ROCKEFELLER PLAZA NEW YORK, NEW YORK 10020 September 23, 2002 Board of Directors ARV Assisted Living, Inc. 245 Fischer Avenue, Suite D-1 Costa Mesa, California 92626 Attention: Douglas M. Pasquale, Chairman and Chief Executive Officer Dear Doug: We have been evaluating various alternatives with respect to our assisted living investments and, in particular, our ownership interest in ARV. Based on this review, we have decided to propose a transaction to acquire for cash the outstanding shares of ARV not held by us or our affiliates. We expect the price to be in the range of $3.25 to $3.60 per share in cash, subject to completion of confirmatory due diligence and negotiation of the terms of a mutually acceptable merger agreement. Following completion of this transaction, we intend to combine ARV with Atria, Inc. and Kapson Senior Quarters Corp, subject to receipt of all necessary approvals and consents. However, our proposed acquisition of the remaining shares of ARV is not dependent on any subsequent transaction with Atria or Kapson. We are not interested in selling our shares in ARV. Our proposal would provide the ARV shareholders with an opportunity to liquidate their entire investment in ARV at a significant premium to current market prices. Based on the $2.55 closing price of the ARV shares on September 20, 2002, our offer represents a range of premiums of 27% to 41%. In addition, we have commitments for sufficient cash to complete the proposed transaction. Although ARV has already established a Strategic Transactions Review Committee, in light of our significant ownership interest in ARV and our representation on the ARV Board, we would expect that the ARV Board would want to establish a special committee (with outside legal and financial advisors) consisting solely of independent directors to review and evaluate our offer. At the earliest opportunity, we are ready to meet with the members of the special committee with the goal of negotiating and entering into a merger agreement with ARV. After closing the proposed acquisition, we hope to retain the services of the Company's Chairman and Chief Executive Officer, Doug Pasquale, in a senior position with our combined assisted living companies. We desire to complete the transaction as soon as practicable but, in any event, by the end of the year. Accordingly, we would like to obtain certain information from the Company so we can complete our due diligence review, which we believe could be concluded rapidly. Additionally, our acquisition proposal would be conditioned on the redemption of the rights under the ARV shareholder rights agreement, the waiver of any restrictions on purchasing additional ARV common stock under our settlement agreement with you, dated September 29, 1999, and other customary conditions. We believe that our proposal is very attractive to ARV's public shareholders. As required by applicable regulations, we expect to file promptly an amendment to our Schedule 13D to disclose this letter. We look forward to working with you and the special committee to complete this transaction. Very truly yours, /S/ JOHN A. MOORE ------------------------------------ John A. Moore on behalf of Prometheus Assisted Living LLC -----END PRIVACY-ENHANCED MESSAGE-----