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. 5)
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):
$300
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(4) Proposed maximum aggregate value of transaction:
$5,009,209.80*
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(5) Total fee paid:
$635**
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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 $300
(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: $353.92
(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)(J)
FOR IMMEDIATE RELEASE
Contact: Shari Eastwood
Telephone Number: (866) 275-3707
ARVP II ACQUISITION, L.P. INCREASES OFFER PRICE FOR
AMERICAN RETIREMENT VILLAS PROPERTIES II
TO $350 PER UNIT AND EXTENDS OFFER
UNTIL JUNE 4, 2004
COSTA MESA, C.A. - (BUSINESS WIRE) - May 17, 2004 - ARVP II Acquisition, L.P.
(the "Purchaser") announced today that it is increasing its offer price 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, by $50 to $350 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"). Unitholders who have already validly
tendered their units will receive $350 per unit in accordance with the Offer to
Purchase, unless they withdraw their units in accordance with the Offer to
Purchase.
The Purchaser has also announced that it has extended the expiration date of
its offer and the related consent solicitation to 11:59 p.m. Eastern time, on
June 4, 2004, unless further extended (the "Expiration Date"). If the offer and
consent solicitation are 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.
The Purchaser is offering to purchase all the units (other than units held by
ARV Assisted Living, Inc. or its affiliates) for a purchase price of $350 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. The related consent solicitation would allow 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 would be converted into the right to receive $350 per unit,
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 52.5% of the limited
partnership units of the Partnership.
As of May 14, 2004, approximately 5,240 units, or approximately 31% of all
outstanding units (other than units held by ARV Assisted Living, Inc. or its
affiliates) had been validly tendered and not withdrawn. Approximately 94% of
the unitholders who have voted on the proposal to effect the merger to date have
consented to the terms of the merger.
Unitholders who wish to receive the $350 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 June 4, 2004, unless the offer is further extended. Unitholders
who wish to consent to the proposal to effect the merger as described in the
Offer to Purchase must complete their Consent Forms in accordance with the Offer
to Purchase and deliver them to the same address listed above on or before 11:59
p.m., Eastern time, on June 4, 2004, unless the offer is further extended.
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 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.
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.