UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Item 4.

Purpose of Transaction

Item 4 of the Schedule 13D is amended and updated by adding the following:

In order to induce American Riverside Communities LLC (the “Buyer”) to enter into the Transaction Agreement dated April 17, 2007 between the Buyer and the Issuer (described in a Current Report on Form 8-K filed by the Issuer with the Commission on April 17, 2007), each of Gerald J. Ford, ARC Diamond, LP, a Texas limited partnership, and Hunter’s Glen/Ford, Ltd., a Texas limited partnership (each, a “Reporting Person”), has entered into a Support Agreement, dated as of April 17, 2007 (the “Support Agreement”), with the Buyer.  Pursuant to the Support Agreement, each respective Reporting Person agreed, subject to certain terms and conditions, to vote, or cause to be voted, all of the voting shares owned by such Reporting Person, together with any voting shares acquired after the date of the Support Agreement, whether upon the exercise of options or warrants, conversion of convertible securities or otherwise, and any other voting securities of the Issuer that are beneficially owned by such Reporting Person or over which such Reporting Person has, directly or indirectly, the right to vote (collectively, the “Voting Shares”) in favor of (i) the approval of the transactions contemplated by the Transaction Agreement and (ii) any other matter that is required by applicable law or by any governmental entity to be approved by the stockholders of the Issuer to facilitate the transactions contemplated by the Transaction Agreement.

In addition, pursuant to the Support Agreement, each of the Reporting Persons agreed to vote the Voting Shares against certain other acquisition proposals made by third parties or any dissolution, liquidation or winding up, extraordinary dividend or change in capital structure by the Issuer or against any action that could reasonably be expected to impede, interfere, postpone or materially and adversely discourage the consummation of the transactions contemplated by the Transaction Agreement, each as described in greater detail in the Support Agreement.  Each of the Reporting Persons also (i) granted to the Buyer a proxy to vote such Reporting Person’s Voting Shares if the Reporting Person does not take certain actions specified in the Support Agreement that are consistent with such Reporting Person’s voting covenants, (ii) agreed not to assign or dispose of, or enter into any contract to assign or dispose of, its Voting Shares until the termination of the Support Agreement, as described in greater detail in the Support Agreement, and (iii) agreed to certain nonsolicitation provisions described in the Support Agreement.

The Support Agreement will terminate upon the earlier of the termination of the Transaction Agreement in accordance with its terms and the consummation of the transactions contemplated by the Transaction Agreement.

By virtue of the Support Agreement described in Item 4 above, the Reporting Persons may be deemed to have become members of a group with each of Farallon Capital Partners, L.P., Farallon Capital Institutional Partners, L.P., Farallon Capital Institutional Partners II, L.P., Farallon Capital Institutional Partners III, L.P., Tinicum Partners, L.P., Farallon Capital Offshore Investors II, L.P., Farallon Capital Management, L.L.C., Farallon Partners, L.L.C., Chun R. Ding, William F. Duhamel, Richard B. Fried, Monica P. Landry, Douglas M. MacMahon, William F. Mellin, Stephen L. Millham, Jason E. Moment, Rajiv A. Patel, Derek C. Schrier, Thomas F. Steyer

and Mark C. Wehrly (collectively, the “Farallon Entities”), with respect to the shares of Common Stock of the Issuer beneficially owned by the Reporting Persons.  This Amendment constitutes a separate filing on Schedule 13D by the Reporting Persons in accordance with Rule 13d-1(k)(2) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  The Farallon Entities are responsible solely for the information contained in their filings on Schedule 13D.  See Item 5 for additional information regarding Common Stock which the Farallon Entities may be deemed to beneficially own.

Except to the extent the foregoing may be deemed a plan or proposal, none of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D.  The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

Item 5.

Interest in Securities of the Issuer

Item 5(a) is hereby amended to add the following paragraph:

In addition, the Reporting Persons understand that the Farallon Entities may be deemed to beneficially own an aggregate of 5,653,582 shares of Common Stock, as reported in the Farallon Entities’ Schedule 13D filed on or about the date of this filing.  Accordingly, the Reporting Persons and the Farallon Entities, if deemed to be members of the same group within the meaning of Rule 13d-5(b)(1) under the Exchange Act, would be deemed to beneficially own an aggregate of 15,075,224 shares of Common Stock or approximately 26.7% of the outstanding shares of Common Stock.  The Reporting Persons have no information with respect to the Farallon Entities’ beneficial ownership of the shares of Common Stock, other than as reported in the Farallon Entities’ Schedule 13D.  The Reporting Persons have no financial interest in and no voting or dispositive power with respect to, any shares of Common Stock beneficially owned by the Farallon Entities, and disclaim beneficial ownership over any shares of Common Stock beneficially owned by the Farallon Entities.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is amended by adding the following:

The description of the Support Agreement set forth in Item 4 is qualified in its entirety by reference to the full text of the Support Agreement, which is filed as Exhibit 1 and incorporated by reference.

Item 7.

Material to Be Filed as Exhibits

GERALD J. FORD

By:

Gerald J. Ford

Name:

Gerald J. Ford

ARC DIAMOND, LP

By: ARC Diamond GP, Inc., its general partner

By:

Gerald J. Ford

Name:

Gerald J. Ford

Title:

President

HUNTER’S GLEN/FORD, LTD.

By:

Ford Diamond Corporation, its general partner

By:

Gerald J. Ford

Name:

Gerald J. Ford

Title:

President

By:

Gerald J. Ford

Gerald J. Ford,

its general partner