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. 11)
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):
$400
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(4) Proposed maximum aggregate value of transaction:
$6,679,026.40*
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(5) Total fee paid:
$846.23**
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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 $400
(the offer price).
** The amount of the filing fee, calculated in accordance with Rule 0-11 of
the Securities 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: $782.77
(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)(W)
FOR IMMEDIATE RELEASE
Contact: Shari Eastwood
Telephone Number: (866) 275-3707
MAJORITY OF UNAFFILIATED LIMITED PARTNERS CONSENT TO MERGER OF ARVP II
ACQUISITION, L.P. WITH AND INTO AMERICAN RETIREMENT VILLAS PROPERTIES II, L.P.
SATISFYING CONDITION TO RELATED TENDER OFFER FOR LIMITED PARTNERSHIP UNITS
COSTA MESA, C.A. - (BUSINESS WIRE) - August 13, 2004 - ARVP II Acquisition, L.P.
(the "Purchaser") announced today the satisfaction of the condition to its offer
to purchase all of the limited partnership units (other than units owned by ARV
Assisted Living, Inc. ("ARV") or its affiliates) of American Retirement Villas
Properties II, a California limited partnership (the "Partnership"), requiring
the consent of limited partners of the Partnership holding more than 50% of the
units not held by ARV or its affiliates to the proposed merger of the Purchaser
with and into the Partnership (the "Merger Proposal"), as described in 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 the close of business on Thursday, August
12, 2004, a total of 8387.8 units, or approximately 50.23% of all outstanding
units (other than units owned by ARV or its affiliates) have been voted in favor
of the Merger Proposal. As a result of the Purchaser's receipt of sufficient
consents approving the Merger Proposal, all votes previously delivered have
become effective and may not be changed. Accordingly, the condition to the
Purchaser's tender offer requiring approval of the Merger Proposal by limited
partners holding a majority of the units that ARV or its affiliates do not own,
has been satisfied. Subject to the satisfaction of the other terms and
conditions of the tender offer as described in the Offer to Purchase, the
Purchaser will purchase all of the units validly tendered and not withdrawn on
or prior to the expiration date of the tender offer, August 26, 2004, unless
further extended (the "Expiration Date"). Payment for any units so purchased
will be made promptly following the Expiration Date.
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.
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
or the Agreement of Assignment and Transfer, or any other documents previously
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.
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