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. 7)
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 III, L.P.
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(Name of Registrant as Specified in its Charter)
ATRIA SENIOR LIVING GROUP, INC.
ARV ASSISTED LIVING, INC.
ARVP III 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:
8,858.807
(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
(4) Proposed maximum aggregate value of transaction:
$3,543,522.80*
(5) Total fee paid:
$449**
[X] Fee paid previously with preliminary materials.
* Estimated for purposes of calculating the amount of filing fee only.
Transaction value was derived by multiplying 8,858.807 (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 and 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: $253.70
(2) Form, Schedule or Registration Statement No.: Schedule 14A
(3) Filing Party: ARV Assisted Living, Inc., Atria Senior Living Group,
Inc., and ARVP III Acquisition, LP
(4) Date Filed: January 21, 2004
Exhibit (a)(1)(N)
FOR IMMEDIATE RELEASE
Contact: Shari Eastwood
Telephone Number: (866) 275-3707
ARVP III ACQUISITION, L.P. ANNOUNCES EXPIRATION OF ITS OFFER AND
CONSENT SOLICITATION FOR UNITS IN
AMERICAN RETIREMENT VILLAS PROPERTIES III, L.P.
COSTA MESA, C.A. - (BUSINESS WIRE) - June 21, 2004 - ARVP III Acquisition, L.P.
(the "Purchaser") announced today that its 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 III, L.P., a California
limited partnership (the "Partnership"), and the related consent solicitation
expired, as scheduled, at 11:59 p.m. Eastern time, on June 18, 2004. The offer
and the related consent solicitation were made pursuant to the Purchaser's Offer
to Purchase and Consent Solicitation Statement, dated March 24, 2004 (the "Offer
to Purchase").
Based upon a preliminary count, as of 11:59 p.m., Eastern Time, on Friday, June
18, 2004, approximately 4448.3 Units, or approximately 50.2% of all outstanding
Units (other than units held by ARV Assisted Living, Inc. or its affiliates)
were tendered and not withdrawn and have been accepted for payment. Assuming the
Partnership's confirmation of this figure, upon payment for these Units in
accordance with the Offer to Purchase, the Purchaser, together with its
affiliates, will beneficially own approximately 76.3% of all outstanding Units.
Payment for Units validly tendered, not withdrawn and accepted for payment will
be made promptly.
At 9 a.m., Eastern Time, on Monday June 21, 2004, Purchaser will commence a
subsequent offering period for all remaining untendered Units. The subsequent
offering period expires at 11:59 p.m., Eastern Time, on June 24, 2004. Purchaser
will immediately accept all Units properly tendered, as they are tendered,
during the subsequent offering period and will pay the tendering unitholders
promptly after acceptance. The same price offered in the prior offering period
of $400.00 per Unit will be paid during the subsequent offering period. The
subsequent offer is on the same terms and subject to the same conditions set
forth in the Offer, except that Units tendered during the subsequent offering
period may not be withdrawn. The Purchaser will continue to seek to consummate
the merger pursuant to the terms and conditions described in the Offer to
Purchase.
The Offer to Purchase, subject to approval of the terms and conditions of the
transactions by the California Corporations Commissioner in a fairness hearing
scheduled to be held on June 24, 2004, allows the Purchaser to effect a merger
pursuant to which each unit (other than units held by ARV Assisted Living, Inc.
or its affiliates) not validly tendered in the offer or withdrawn will be
converted into the right to receive $400, as more fully described in 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 76.3% of the limited partnership units of the Partnership.
Unitholders who have any questions about the Purchaser's offer and/or consent
solicitation, need help or would like additional copies of the Offer to
Purchase, the Agreement of Assignment and Transfer, the Consent Form or any
other documents disseminated to unitholders should contact American Retirement
Villas Properties III, L.P., c/o ACS Securities Services, Inc., 3988 N. Central
Expressway, Building 5, 6th Floor, Dallas, Texas 75204 (Tel. (866) 275-3707).
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.
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.