UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(Amendment No. 12)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
AMERICAN RETIREMENT VILLAS PROPERTIES II,
A CALIFORNIA LIMITED PARTNERSHIP
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(Name of Registrant as Specified in its Charter)
Atria Senior Living Group, Inc.
ARV ASSISTED LIVING, INC.
ARVP II ACQUISITION, L.P.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] No fee required.
[X] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
Limited Partnership Units
(2) Aggregate number of securities to which transaction applies:
16,697.566
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
$400
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(4) Proposed maximum aggregate value of transaction:
$6,679,026.40*
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(5) Total fee paid:
$846.23**
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[X] Fee paid previously with preliminary materials.
* Estimated for purposes of calculating the amount of filing fee only.
Transaction value was derived by multiplying 16,697.566 (the number of
units of limited partnership interest of registrant outstanding as of
March 24, 2004 that are not held by ARV or its subsidiaries) by $400
(the offer price).
** The amount of the filing fee, calculated in accordance with Rule 0-11 of
the Securities Exchange Act of 1934, as amended, and Fee Advisory #7 for
Fiscal Year 2004 issued by the Securities and Exchange Commission on
January 26, 2004, equals 0.012670% of the transaction valuation.
[X] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount previously paid: $782.77
(2) Form, Schedule or Registration Statement No.: Schedule 14A
(3) Filing Party: ARV Assisted Living, Inc., Atria Senior Living Group,
Inc., and ARVP II Acquisition, L.P.
(4) Date Filed: January 21, 2004
Exhibit (a)(1)(x)
FOR IMMEDIATE RELEASE
Contact: Shari Eastwood
Telephone Number: (866) 275-3707
ARVP II ACQUISITION, L.P. EXTENDS OFFER FOR
AMERICAN RETIREMENT VILLAS PROPERTIES II UNTIL SEPTEMBER 10, 2004
COSTA MESA, C.A. - (BUSINESS WIRE) - August 27, 2004 - ARVP II Acquisition, L.P.
(the "Purchaser") announced today that it has extended the expiration date of
its tender offer to purchase all of the limited partnership units (other than
units owned by ARV Assisted Living, Inc. or its affiliates) of American
Retirement Villas Properties II, a California limited partnership, (the
"Partnership") for $400 per unit in cash, less the amount of any cash
distributions made or declared with respect to the units on or after March 24,
2004, in accordance with the terms of the Purchaser's Offer to Purchase and
Consent Solicitation Statement, dated March 24, 2004 (the "Offer to Purchase").
The offer has been extended to 11:59 p.m. Eastern time, on September 10, 2004,
unless further extended (the "Expiration Date"). If the offer is further
extended, the Purchaser will issue a press release no later than 9:00 a.m.,
Eastern time, on the next business day after the day on which the offer and
consent solicitation were previously scheduled to expire. Unitholders who have
already validly tendered their units will receive $400 per unit in accordance
with the Offer to Purchase, unless they withdraw their units in accordance with
the Offer to Purchase. As of the close of business on August 26, 2004,
approximately 9,300.921 units, or approximately 55.70% of all outstanding units
(other than units held by ARV Assisted Living, Inc. or its affiliates) had been
validly tendered and not withdrawn.
The Purchaser is offering to purchase all the units (other than units held by
ARV Assisted Living, Inc. or its affiliates) at a price of $400 per unit in
cash, less the amount of any cash distributions made or declared with respect to
the units on or after March 24, 2004, in accordance with the terms of the Offer
to Purchase. ARV Assisted Living, Inc., the general partner of the Partnership,
directly or indirectly wholly-owns the Purchaser, and is a wholly-owned
subsidiary of Atria Senior Living Group, Inc. ARV Assisted Living, Inc. also
owns approximately 52.5% of the limited partnership units of the Partnership. As
of the close of business on August 26, 2004, approximately 9,300.921 units, or
approximately 55.70% of all outstanding units (other than units held by ARV
Assisted Living, Inc. or its affiliates) had been validly tendered and not
withdrawn.
In connection with the fairness hearing held on August 25, 2004 before the
California Corporations Commissioner regarding the proposed merger of the
Purchaser with and into the Partnership described in the Offer to Purchase, the
Purchaser provided an updated analysis of its estimated liquidation value per
unit in response to a query from an interested limited partner. Utilizing the
same assumptions and methodology in the Offer to Purchase, and based upon the
Partnership's most recently reported unaudited financial information from the
Partnership's Form 10-Q for the quarter ended June 30, 2004 filed with the
Securities and Exchange Commission on August 16, 2004, the Purchaser estimates
the liquidation value per unit to be $374.17, as shown below:
As of and for
the trailing twelve months ended
---------------------------------
9/30/2003 6/30/2004
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Estimated Gross Property Value for Partnership Properties ............... $ 49,388,766 $ 52,131,270
Mortgages ............................................................... (41,575,521) (41,338,832)
Closing Costs, Commissions, Charges ..................................... (2,469,438) (2,606,564)
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Estimated Net Proceeds from Hypothetical Property Sales ................. $ 5,343,807 $ 8,185,874
Value of Other Assets ................................................... 3,905,464 5,050,000(1)
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Total Estimated Liquidation Proceeds Available for Distribution .... 9,249,271 13,235,874
General Partner Share of Liquidation Proceeds ........................... (925) (1,324)
Special Limited Partners' Share of Liquidation Proceeds ................. (91,568) (131,035)
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Total Estimated Unitholder Distribution ................................. $ 9,156,778 $ 13,103,515
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Number of Units .................................................... 35,020 35,020
Estimated Proceeds per Unit ........................................ $ 261.47 $ 374.17
1 Consists of cash ($4,510,000) and net working capital ($540,000) as of June
30, 2004. Net working capital is defined as current assets less current
liabilities.
As shown above, the Offer Price of $400 continues to represent a premium to the
Purchaser's estimate of the liquidation value per Partnership unit of $374.14.
The Offer Price also exceeds the prices paid in the most recent secondary market
sales transactions reported to the Partnership and effective in January,
February and April, 2004, in which units were purchased at a price of $325 per
Unit, less the $150 transfer fee payable by the seller.
At the conclusion of the fairness hearing, the hearing officer stated that he
would take under consideration the request for approval of the proposed merger
as well as the documents and information submitted into the record with respect
to the transaction, and that he expected to issue a decision on whether to issue
a permit approving the proposed merger on behalf of the California Corporations
Commissioner within 10 to 14 days.
As announced by the Purchaser on August 13, 2004, as of the close of business on
Thursday, August 12, 2004, a total of 8387.8 units, or approximately 50.23% of
all outstanding units (other than units owned by ARV or its affiliates) had been
voted in favor of the proposed merger. As a result of the Purchaser's receipt of
sufficient consents approving the proposed merger, all votes previously
delivered in the consent solicitation have become effective and may not be
changed. Accordingly, unitholders are not required to take any further action
with respect to the consent solicitation.
Unitholders who wish to receive the $400 per unit offer price must complete the
Agreement of Assignment and Transfer previously sent to unitholders in
accordance with the Offer to Purchase and deliver it to the Purchaser's
information agent to the attention of American Retirement Villas Properties II,
c/o ACS Securities Services, Inc., 3988 N. Central Expressway, Building 5, 6th
Floor, Dallas, Texas 75204 (Tel. (866) 275-3707), on or before 11:59 p.m.,
Eastern time, on September 7, 2004, unless the offer is further extended.
Unitholders who have any questions about the Purchaser's offer, need help or
would like additional copies of the Offer to Purchase, the Agreement of
Assignment and Transfer or any other documents disseminated to unitholders
should contact ACS Securities Services, Inc. at the number above.
THE PURCHASER STRONGLY ADVISES ALL PARTNERSHIP UNITHOLDERS TO READ THE OFFER TO
PURCHASE, THE AGREEMENT OF ASSIGNMENT AND TRANSFER AND THE CONSENT FORM THAT THE
PURCHASER MAILED TO ALL UNITHOLDERS, AS WELL AS ITS SCHEDULE TO AND SCHEDULE
14A, WITH EXHIBITS AND THEIR AMENDMENTS, THAT HAVE BEEN FILED WITH THE SEC. THE
PURCHASER ALSO ADVISES ALL PARTNERSHIP UNITHOLDERS TO REVIEW THE PARTNERSHIP'S
PERIODIC REPORTS AND OTHER DOCUMENTS THAT HAVE BEEN
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FILED WITH THE SEC, INCLUDING THE PARTNERSHIP'S FORM 10-Q FOR THE FISCAL QUARTER
ENDED JUNE 30, 2004.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO
PURCHASE ANY UNITS, THE SOLICITATION OF AN OFFER TO SELL ANY UNITS, THE
SOLICITATION OF THE CONSENT OF ANY LIMITED PARTNER OR A RECOMMENDATION TO ANY
UNITHOLDER TO TAKE ANY ACTION WITH RESPECT TO ANY OFFER. THE SOLICITATION AND
OFFER TO BUY UNITS OF THE PARTNERSHIP AND THE SOLICITATION OF UNITHOLDER
CONSENTS ARE BEING MADE PURSUANT TO THE OFFER TO PURCHASE, THE AGREEMENT OF
ASSIGNMENT AND TRANSFER, THE CONSENT FORM AND RELATED MATERIALS THAT THE
PURCHASER HAS SENT TO UNITHOLDERS AND FILED WITH THE SEC. THE PURCHASER STRONGLY
ADVISES ALL UNITHOLDERS TO READ SUCH MATERIALS CAREFULLY BECAUSE THEY CONTAIN
IMPORTANT INFORMATION, INCLUDING RISK FACTORS AND THE TERMS AND CONDITIONS OF
THE OFFER AND THE CONSENT SOLICITATION. UNITHOLDERS MAY OBTAIN COPIES OF THESE
MATERIALS FOR FREE FROM THE SEC'S WEBSITE AT WWW.SEC.GOV OR FROM THE INFORMATION
AGENT, ACS SECURITIES SERVICES, INC., AT (866) 275-3707 (TOLL-FREE). INFORMATION
RELATING TO THE PARTICIPANTS IN THE OFFER AND CONSENT SOLICITATION IS CONTAINED
IN THE OFFER TO PURCHASE.
Certain statements in this press release may constitute forward-looking
statements. Forward-looking statements are not guarantees of future performance
or actions and involve risks and uncertainties and other factors that may cause
actual results or actions to differ materially from those anticipated at the
time the forward-looking statements are made. Subject to Rules 13e-3(d)(2),
13e-3(f)(i)(iii) and 13d-3(b) of the Exchange Act, neither the Purchaser nor any
of its affiliates undertakes any obligation to publicly update or revise any
forward-looking statement, whether as a result of new information, future events
or otherwise.
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