SCHEDULE 13D
(RULE 13d-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Under the Securities Exchange Act of 1934
(Amendment No. 19)*
ARV ASSISTED LIVING, INC.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
00204C107
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(CUSIP Number)
Marjorie L. Reifenberg, Esq. Lee S. Parks, Esq.
Lazard Freres Real Estate Investors Fried, Frank, Harris, Shriver &
L.L.C. Jacobson
30 Rockefeller Plaza One New York Plaza
New York, New York 10020 New York, New York 10004
(212) 632-6000 (212) 859-8000
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(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications)
April 23, 2003
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box |_|.
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. 00204C107 PAGE 2 OF 13 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Prometheus Assisted Living LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 1,000 shares of Common Stock
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH -0-
10 SHARED DISPOSITIVE POWER
1,000 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100.0%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 00204C107 PAGE 3 OF 13 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LF Strategic Realty Investors II L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO, BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 1,000 shares of Common Stock
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH -0-
10 SHARED DISPOSITIVE POWER
1,000 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100.0%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 00204C107 PAGE 4 OF 13 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LFSRI II Alternative Partnership L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO, BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 1,000 shares of Common Stock
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH -0-
10 SHARED DISPOSITIVE POWER
1,000 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100.0%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 00204C107 PAGE 5 OF 13 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LFSRI II - CADIM Alternative Partnership L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO, BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 1,000 shares of Common Stock
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH -0-
10 SHARED DISPOSITIVE POWER
1,000 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100.0%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 00204C107 PAGE 6 OF 13 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lazard Freres Real Estate Investors L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO, BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 1,000 shares of Common Stock
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH -0-
10 SHARED DISPOSITIVE POWER
1,000 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100.0%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 00204C107 PAGE 7 OF 13 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lazard Freres & Co. LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO, BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 1,000 shares of Common Stock
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH -0-
10 SHARED DISPOSITIVE POWER
1,000 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100.0%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 00204C107 PAGE 8 OF 13 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LFSRI II Assisted Living LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH -0-
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH -0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
OO
This Amendment No. 19 to Schedule 13D is filed by Prometheus Assisted
Living LLC, a Delaware limited liability company ("Prometheus"), LF
Strategic Realty Investors II L.P., a Delaware limited partnership, LFSRI
II Alternative Partnership L.P., a Delaware limited partnership, LFSRI
II-CADIM Alternative Partnership L.P., a Delaware limited partnership,
Lazard Freres Real Estate Investors L.L.C., a New York limited liability
company ("LFREI"), LFSRI II Assisted Living LLC, a Delaware limited
liability company, and Lazard Freres & Co. LLC, a New York limited
liability company. Capitalized terms used herein but not defined shall have
the meanings ascribed thereto in the Schedule 13D, as amended, originally
filed by Prometheus and LFREI on July 23, 1997 (as amended, the "Initial
Schedule 13D"). The Initial Schedule 13D is hereby amended as follows:
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is amended to add the following:
On April 23, 2003, at a special meeting of stockholders of the
Company, the holders of a majority of the shares of the Company's common
stock, par value $0.01 per share ("Common Stock"), outstanding as of the
close of business on March 27, 2003, the record date for the purposes of
the special meeting (i) adopted the Agreement and Plan of Merger (the
"Merger Agreement"), dated as of January 3, 2003, by and among the Company,
Jenny Merger Corp. ("Merger Sub") and Prometheus and (ii) approved the
merger of Merger Sub with and into the Company pursuant to the Merger
Agreement (the "Merger").
The Merger became effective on April 23, 2003 pursuant to a
Certificate of Merger filed with the Secretary of State of the State of
Delaware, at which time (the "Effective Time") Merger Sub was merged with
and into the Company, with the Company as the surviving corporation (the
"Surviving Corporation").
At the Effective Time, by virtue of the Merger and without any action
on the part of Prometheus, the Company, Merger Sub or any holder of shares
of Common Stock, each share of Common Stock issued and outstanding
immediately prior to the Effective Time, including any shares of restricted
stock issued pursuant to the Stock Plans (as defined below) (other than (1)
any shares of Common Stock held (i) by Prometheus (the "Purchaser Shares")
or (ii) in the treasury of the Company or by any wholly-owned subsidiary of
the Company, (2) any shares of Common Stock held by LFSRI II Assisted
Living LLC ("LFSRI Shares") as a result of the exercise of that certain
warrant to purchase shares of Common Stock dated April 24, 2000 (the
"Warrant"), and (3) Dissenting Shares (as defined below)), was cancelled
and retired and was converted into the right to receive pursuant to Section
1.3 of the Merger Agreement $3.90 in cash per share, without interest
thereon (the "Merger Consideration"), payable to the holder thereof upon
surrender of the certificate formerly representing such share of Common
Stock or any replacement certificates representing such shares as may be
obtained from the transfer agent of the Company.
At the Effective Time, (i) the LFSRI Shares and shares of Common Stock
held in the treasury of the Company or by any wholly-owned subsidiary of
the Company were cancelled and retired and no payment was made with respect
thereto, (ii) all of the Dissenting Shares were cancelled and retired and,
so long as such holders of Dissenting Shares complied with the provisions
of Section 262 of the Delaware General Corporation Law (the "DGCL"), the
Dissenting Shares convert into the right to receive such consideration as
may be determined to be due with respect to such Dissenting Shares pursuant
to Section 262 of the DGCL and (iii) all of the Purchaser Shares
outstanding immediately prior to the Effective Time collectively
represented at and after the Effective Time 1,000 shares of Common Stock
and no payment of Merger Consideration was made in respect of any Purchaser
Share.
At the Effective Time, each share of common stock of Merger Sub issued
and outstanding prior to the Effective Time was automatically cancelled and
no payment was made with respect thereto.
Pursuant to a termination agreement, LFSRI II Assisted Living LLC and
the Company agreed that the Warrant shall be terminated at the Effective
Time. Therefore, the Warrant did not entitle the holder thereof to receive
any consideration as a result of the Merger.
For purposes of this Initial Schedule 13D, "Dissenting Shares" means
any share of Common Stock outstanding immediately prior to the Effective
Time and held by a holder who has not voted in favor of the Merger and who
has timely demanded and perfected the right for appraisal for such shares
of Common Stock in accordance with Section 262 of the DGCL.
Pursuant to the Merger Agreement, all options (the "Stock Options") to
acquire shares of Common Stock outstanding immediately prior to the
Effective Time under any stock option or similar plan or agreement of the
Company (such stock option or similar plans or agreements being
collectively referred to herein as the "Stock Plans"), whether or not then
exercisable, were canceled at the Effective Time and (i) within two
business days after the Effective Time, each holder of a Stock Option was
entitled to receive from the Surviving Corporation, for each share of
Common Stock subject to a Stock Option, an amount in cash equal to the
excess, if any, of the Merger Consideration over the per share exercise
price of such Stock Option, without interest, in full settlement of the
Surviving Corporation's obligations under each such Stock Option, or (ii)
to the extent that the per share exercise price of any Stock Option equaled
or exceeded the Merger Consideration, at the Effective Time such Stock
Option was canceled and the holder of such Stock Option did not receive or
was not entitled to receive any consideration from Prometheus, Merger Sub
or the Company in respect of such Stock Option.
As a result of the Merger, Prometheus owns 100% of the shares of
Common Stock.
The Surviving Corporation plans to file with the SEC a Form 15 to
provide notice of termination of registration of the Common Stock and the
Company's 6-3/4% Convertible Subordinated Notes due 2006 issued under the
terms of an Indenture, dated as of April 3, 1996, between the Company and
The Chase Manhattan Bank, N.A., as trustee.
The Surviving Corporation plans to cause the Common Stock to be
delisted from the American Stock Exchange pursuant to a request delivered
by the Surviving Corporation to the American Stock Exchange.
Under the terms of the Merger Agreement, the directors of Merger Sub
shall, from and after the Effective Time, be the directors of the Surviving
Corporation until their successors have been duly elected, appointed or
until their earlier death, resignation or removal in accordance with the
certificate of incorporation or bylaws of the Company. Immediately prior to
the Merger, Robert C. Larson, John A. Moore and Douglas M. Pasquale were
the directors of Merger Sub and, therefore, became the directors of the
Surviving Corporation as of the Effective Time.
Under the terms of the Merger Agreement, the Surviving Corporation's
certificate of incorporation was amended so as to (i) not provide for a
classified board of directors, (ii) decrease the number of authorized
shares of Common Stock, (iii) provide that there will be no fewer than
three and no more than five directors on the board of directors, (iv) not
prohibit stockholder action by written consent and (v) provide for other
changes to reflect that the Surviving Corporation is no longer a public
company.
Prometheus caused the Surviving Corporation to amend its bylaws as of
the Effective Time to reflect that the Surviving Corporation is no longer a
public company.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: April 23, 2003
PROMETHEUS ASSISTED LIVING LLC
By: LF Strategic Realty Investors II L.P.,
LFSRI II Alternative Partnership L.P., and
LFSRI II-CADIM Alternative Partnership L.P.,
its managing members
By: Lazard Freres Real Estate Investors L.L.C.,
their general partner
By: /s/ John A. Moore
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Name: John A. Moore
Title: Managing Principal and Chief
Financial Officer
LF STRATEGIC REALTY INVESTORS II L.P.
By: Lazard Freres Real Estate Investors L.L.C.,
its general partner
By: /s/ John A. Moore
---------------------------------------------
Name: John A. Moore
Title: Managing Principal and Chief
Financial Officer
LFSRI II ALTERNATIVE PARTNERSHIP L.P.
By: Lazard Freres Real Estate Investors L.L.C.,
its general partner
By: /s/ John A. Moore
---------------------------------------------
Name: John A. Moore
Title: Managing Principal and Chief
Financial Officer
LFSRI II-CADIM ALTERNATIVE PARTNERSHIP L.P.
By: Lazard Freres Real Estate Investors L.L.C.,
its general partner
By: /s/ John A. Moore
---------------------------------------------
Name: John A. Moore
Title: Managing Principal and Chief
Financial Officer
LAZARD FRERES REAL ESTATE INVESTORS L.L.C.
By: /s/ John A. Moore
---------------------------------------------
Name: John A. Moore
Title: Managing Principal and Chief
Financial Officer
LAZARD FRERES & CO. LLC
By: /s/ Scott D. Hoffman
---------------------------------------------
Name: Scott D. Hoffman
Title: Managing Director
LFSRI II ASSISTED LIVING LLC
By: LF Strategic Realty Investors II L.P.,
its managing member
By: Lazard Freres Real Estate Investors L.L.C.,
its general partner
By: /s/ John A. Moore
----------------------------------------
Name: John A. Moore
Title: Managing Principal and Chief
Financial Officer