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. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
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
[_] Definitive Additional Materials
[X] Soliciting Material Pursuant to (S)240.14a-12
ARV Assisted Living, Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(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):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] 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:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
Filed by ARV Assisted Living, Inc. pursuant to Rule 14a-12 under the Securities
Exchange Act of 1934. Subject Company: ARV Assisted Living, Inc. Commission File
No.: 0-949322
The following communication was sent on January 10, 2003 by Cohen & Steers
Capital Advisors LLC on behalf of the Special Committee of the Board of
Directors of ARV Assisted Living, Inc. ("ARV"). The following communication is
not a solicitation of a proxy, nor is it an offer to purchase or a solicitation
of an offer to sell shares of ARV. In connection with the proposed transaction
with Prometheus Assisted Living, L.L.C. ("Prometheus"), ARV will file a proxy
statement with the SEC. Investors and security holders are advised to read the
proxy statement and related materials, including the Agreement and Plan of
Merger, when they become available, because they will contain important
information. Investors and security holders may obtain a free copy of the proxy
statement (when available) and other documents filed by ARV with the SEC at the
SEC's web site at http://www.sec.gov. Free copies of the proxy statement, once
available, and ARV's other filings with the SEC may also be obtained from ARV by
directing a request to the Company's corporate secretary.
ARV, its directors and certain executive officers may be deemed under the
rules of the SEC to be "participants in the solicitation" of proxies from the
stockholders of ARV in favor of the proposed transaction with Prometheus.
Information about the directors and executive officers of ARV and their
ownership of ARV common stock is set forth in the proxy statement, dated April
22, 2002, for ARV's 2002 annual meeting of stockholders, as filed with the SEC
on Schedule 14A. Investors and security holders of ARV may obtain additional
information regarding the interests of the "participants in the solicitation" by
reading the proxy statement relating to the transaction when it becomes
available.
[LETTERHEAD OF COHEN & STEERS CAPITAL ADVISORS LLC]
January 10, 2003
Mr. Granger Cobb
President and Chief Executive Officer
Summerville Senior Living, Inc.
3000 Executive Parkway, Suite 530
San Ramon, CA 94583-4254
Dear Granger:
I am responding on behalf of the Special Committee of the Board of
Directors of ARV Assisted Living, Inc. (the "Company") to your letter of
January 9, 2003. The Special Committee carefully considered Summerville's prior
indications of interest in deciding to recommend the announced transaction with
Prometheus. Among other factors, the Special Committee took into consideration
each interested party's ability ultimately to consummate a transaction.
In November 2002, the Special Committee requested that you provide
additional information to explain how Summerville's proposed transaction could
be completed in light of Prometheus' significant ownership stake in the Company.
However, you have failed to provide any reasonable basis for the Special
Committee to conclude that Summerville could consummate a transaction along the
lines that you proposed. In light of this and other factors, the Special
Committee concluded that the interests of the public stockholders would be best
served by entering into the merger agreement with Prometheus.
Sincerely,
/s/ Bradley G. Razook
Bradley G. Razook
Managing Director
cc: Mr. Richard Ackerman