Emeritus Corp

Emeritus Corp. said Thursday that it cut its holdings in ARV Assisted Living Inc. to less than 5% from 6.8% after losing its bid to take over the Costa Mesa operator of housing facilities for the elderly. Seattle-based Emeritus, which also operates assisted-living facilities, in January withdrew its $313-million offer, which amounted to $17.50 a share plus assumed debt. Emeritus' effort was stymied when ARV lined up with a group of investors led by Lazard Freres & Co.

ARV Assisted Living Inc. said Wednesday it has filed a federal lawsuit in an attempt to block Emeritus Corp.'s unsolicited $17.50-a-share tender offer. ARV said its lawsuit seeks to prevent Seattle-based Emeritus from pursuing its "highly conditional" tender offer and from soliciting proxies or taking other steps to attempt to replace ARV's current board until Emeritus waives certain conditions and makes "legally required" disclosures to ARV shareholders.

Directors of ARV Assisted Living Inc. urged shareholders Monday to reject as "inadequate" a Seattle company's unsolicited $313.2-million offer to acquire the Orange County retirement home operator. ARV's chairman, Howard G. Phanstiel, said in two letters sent Monday to shareholders that Emeritus Corp. is offering "a pig in a poke" and is placing "condition after condition" on its bid, according to documents filed with the Securities and Exchange Commission.

The Seattle company that wants to take over ARV Assisted Living Inc. said Tuesday that it will continue its $313.2-million hostile tender offer despite the retirement home operator's latest rebuff. "Our plans haven't changed," said Raymond R. Brandstrom, president of Emeritus Corp. "The issue that we are presenting to the shareholders is: Do you want $17.50 a share today or do you want an unspecified amount at some unspecified time in the future depending on the efforts of current managers?"

ARV Assisted Living Inc. lost a bid to fend off Emeritus Corp.'s $313-million takeover offer while litigation over the proposed acquisition is heard in California's courts, officials of Seattle-based Emeritus said Wednesday. A federal judge in California has stayed ARV's lawsuit to bar Emeritus' $17.50-a-share tender offer while a state judge decides, among other things, whether ARV's so-called poison pill provision can be used to block the offer.

Embattled retirement home operator ARV Assisted Living Inc. is expected to deal a crippling blow today to the $313-million hostile takeover bid from Seattle rival Emeritus Corp. With two court victories and a more powerful ally, ARV has assured itself of fending off Emeritus' slate of director nominees and winning election for its candidates to the nine-seat board at the company's annual meeting today. It also can send Emeritus scurrying with a resounding vote from shareholders.

The Seattle company that launched a hostile $313.2-million tender offer to acquire ARV Assisted Living Inc. said Tuesday that it will extend the offer to Jan. 30. Emeritus Corp. said it extended the Jan. 21 expiration date so that ARV shareholders can consider the outcome of a Jan. 23 court hearing and the Jan. 28 annual meeting of ARV shareholders. At the meeting, shareholders will vote for either Emeritus' slate of nine directors or the company's slate.

ARV Assisted Living Inc. said its former chief executive, Gary L. Davidson, does not support the slate of nominees proposed by Emeritus Corp., which has made a hostile takeover bid. Emeritus made a cash tender offer of $17.50 a share for ARV in December. ARV rejected the bid, calling the takeover attempt "inadequate." Davidson, who holds a 6.

Shareholders of ARV Assisted Living Inc. apparently turned aside a slate of nominees proposed by a Seattle company Wednesday and put the incumbent directors back on the board. The operator of homes for the elderly said early in the day that results from the vote at the annual shareholders meeting favored the incumbents over those nominated by rival Emeritus Corp., which has a hostile $313-million tender offer pending.