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 II,
A CALIFORNIA LIMITED PARTNERSHIP
--------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
Atria Senior Living Group, Inc.
ARV ASSISTED LIVING, INC.
ARVP II ACQUISITION, L.P.
--------------------------------------------------------------------------------
(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
---------------------------------------------------------------------------
(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
---------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
$5,009,209.80*
---------------------------------------------------------------------------
(5) Total fee paid:
$635**
---------------------------------------------------------------------------
[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)(N)
FOR IMMEDIATE RELEASE
Contact: Shari Eastwood
Telephone Number: (866) 275-3707
ARVP II ACQUISITION, L.P. EXTENDS OFFER FOR
AMERICAN RETIREMENT VILLAS PROPERTIES II
-- AT PURCHASE PRICE OF $350 PER UNIT --
UNTIL JULY 9, 2004
COSTA MESA, C.A. - (BUSINESS WIRE) - June 21, 2004 - ARV II Acquisition, L.P.
(the "Purchaser") announced today that it has extended the expiration date of
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 II, a California limited partnership, (the "Partnership"), and
the related consent solicitation to 11:59 p.m. Eastern time, on July 9, 2004,
unless further extended (the "Expiration Date"). The offer and the related
consent solicitation are each being made pursuant to the Purchaser's Offer to
Purchase and Consent Solicitation Statement, dated March 24, 2004 (the "Offer to
Purchase").
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 has offered 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 June 17, 2004, approximately 6574.85 units, or approximately 39% of all
outstanding units (other than units held by ARV Assisted Living, Inc. or its
affiliates) had been validly tendered and not withdrawn. Approximately 92% 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