UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 14d – 100)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 3)
AMERICAN RETIREMENT VILLAS PROPERTIES III, L.P.
(Name of Subject Company (Issuer))
ARVP III ACQUISITION, L.P.
ARV ASSISTED LIVING, INC.
ATRIA SENIOR LIVING GROUP, INC.
(Name of Filing Person (Offeror))
LIMITED PARTNERSHIP UNITS
(Title of Class of Securities)
029317203
(CUSIP Number of Class of Securities)
John A. Moore
Chief Executive Officer
ARVP III Acquisition, L.P.
ARV Assisted Living, Inc.
Atria Senior Living Group, Inc.
501 South Fourth Avenue, Suite 140
Louisville, KY 40202
(502) 719-1600
(Name, address and telephone numbers of person authorized to
receive notice and communications on behalf of filing person)
With a copy to:
Lee Parks, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004
(212) 859-8000
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CALCULATION OF FILING FEE |
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Transaction valuation*
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Amount of filing fee**
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$3,543,522.80
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$449
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* For purposes of calculating amount of
filing fee only. This calculation assumes the purchase of
8,858.807 of the outstanding limited partnership units of
American Retirement Villas Properties III, L.P. at a purchase price of
$400 per unit.
** The amount of the filing fee calculated
in accordance with Rule 0-11 of the Securities Exchange Act
of 1934, as amended, equals 0.012670% of the value of the
transaction.
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Check the box if any part of the fee is offset as
provided by Rule 0-11(a)(2) and identify the filing with
which the offsetting fee was previously paid. Identify the
previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
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Amount previously Paid: $253.70
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Form or Registration No.: Schedule TO
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Filing
Party: Atria Senior Living Group, Inc., ARVP III
Acquisition, L.P. and ARV Assisted Living, Inc.
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Date Filed: January 21, 2004
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Check the box if filing relates solely to preliminary communications made before the commencement of a tender offer. |
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Check the appropriate boxes below to designate any transactions to which the statement relates: |
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third-party tender offer subject to Rule 14d-1. |
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issuer tender offer subject to Rule 13e-4. |
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going-private transaction subject to Rule 13e-3. |
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amendment to Schedule 13D under Rule 13d-2. |
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Check the following box if the filing is a final amendment
reporting the results of the tender offer: o
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SCHEDULE TO
This
Amendment No. 3 to Tender Offer Statement on Schedule TO (this
“Amended Statement”) amends and supplements the Tender Offer Statement on
Schedule TO (the “Initial Statement”) filed with the Securities and Exchange
Commission (the “SEC”) on January 21, 2004, by ARVP III Acquisition, L.P., a
California limited partnership (the “Purchaser”), Atria
Senior Living Group, Inc. (“Atria”) and ARV Assisted Living,
Inc., a Delaware corporation (“ARV,” and together with
Atria and the Purchaser, the
“Filing Persons”), as amended and supplemented by Amendment
No. 1 to the Initial Statement on Schedule TO filed by the
Filing Persons with the SEC on March 4, 2004 and Amendment
No. 2 to the Initial Statement on Schedule TO filed by the
Filing Persons with the SEC on March 26, 2004 (the
“Amendments,” together with the Initial Statement, the
“Statement”). ARV, which is wholly-owned by Atria, is the general partner of the Purchaser. This Amended
Statement is being filed in connection with the Offer to
Purchase and Consent Solicitation Statement filed with the SEC on
March 26, 2004 by the Filing Persons (the “Offer to Purchase”). Because the Offer to
Purchase is also serving as a consent solicitation statement by the Purchaser,
it has also been filed as part of the proxy statement filed
with the SEC on March 26, 2004 on Schedule 14A by the
Filing Persons. This Amended Statement
relates to the contemplated offer (the “Offer”) by the Purchaser for all of the
outstanding limited partnership units (the “Units”) of American Retirement
Villas Properties III, L.P., a California limited partnership.
Because the transactions contemplated by the Offer to Purchase would be a Rule
13e-3 transaction, this Amended Statement is also being filed on the date
hereof in compliance with that rule.
In accordance with the rules of the SEC, the Filing Persons are amending
and supplementing the Statement as set forth
below. The information set forth in the Offer to Purchase (including all
schedules and annexes thereto) is hereby incorporated by reference herein in
answer to the items of this Amended Statement. All capitalized terms
used herein shall have the meanings assigned to them in the Offer to
Purchase, unless otherwise defined herein.
ITEMS 1, 4 and 11
Items 1,
4 and 11 of the Statement are amended and supplemented by adding the
following thereto:
“The
offer period of the Offer, which was scheduled
to expire at 12:00 a.m., Eastern time, on Wednesday, May 5,
2004, has been extended to 11:59 p.m., Eastern time, on Friday,
May 14, 2004, unless the Offer is further extended. In addition,
the Filing Persons have reserved the right to provide for a
supplemental offering period to the Offer in accordance with
Rule 14d-11 of the Exchange Act. Furthermore, the date of the
fairness hearing to be held with respect to the Merger before the
California Commissioner of Corporations has been postponed until
May 19, 2004. On May 5, 2004, the Filing Persons issued a
press release and sent a letter to Unitholders describing the
foregoing and sent a notice to Unitholders announcing the
postponement of the fairness hearing.
A
copy of the press release issued by the Filing Persons on May 5,
2004 is filed herewith as Exhibit (a)(1)(H) and is incorporated
herein by reference.
A
copy of the letter sent by the Purchaser to Unitholders on
May 5, 2004 is filed herewith as Exhibit (a)(1)(I) and is
incorporated herein by reference.
A
copy of the notice sent by the Purchaser to Unitholders on
May 5, 2004 is filed herewith as Exhibit (a)(5)(A) and is
incorporated herein by reference.”
ITEM 12. Exhibits
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| (a)(1)(H) |
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Press Release, dated May 5, 2004 |
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| (a)(1)(I) |
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Letter to Unitholders, dated May 5, 2004 |
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| (a)(5)(A) |
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Notice of Hearing |
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