-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JCnOcet4RHuMUCNYKdHKmQen2G9sdNEq5DsltOCQVd+9C70oKtB5YcELrSB8Bs7E fACHjxtk4UVU20B0Tx+orA== 0000889812-00-000283.txt : 20000203 0000889812-00-000283.hdr.sgml : 20000203 ACCESSION NUMBER: 0000889812-00-000283 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000201 GROUP MEMBERS: CAPITAL SENIOR LIVING ACQUISITION, LLC GROUP MEMBERS: CAPITAL SENIOR LIVING CORPORATION GROUP MEMBERS: ILM SENIOR LIVING INC /VA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ILM SENIOR LIVING INC /VA CENTRAL INDEX KEY: 0000847414 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 043042283 STATE OF INCORPORATION: VA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: SEC FILE NUMBER: 005-54129 FILM NUMBER: 519475 BUSINESS ADDRESS: STREET 1: 8180 GREENSBORO DRIVE STREET 2: STE 1000 CITY: MCLEAN STATE: VA ZIP: 22102 BUSINESS PHONE: 8883573550 MAIL ADDRESS: STREET 1: 8180 GREENSBORO DRIVE STREET 2: STE 1000 CITY: MCLEAN STATE: VA ZIP: 22102 FORMER COMPANY: FORMER CONFORMED NAME: PAINE WEBBER INDEPENDENT LIVING MORTGAGE FUND INC DATE OF NAME CHANGE: 19971103 FORMER COMPANY: FORMER CONFORMED NAME: ILM SENIOR LIVING INC DATE OF NAME CHANGE: 19970905 FORMER COMPANY: FORMER CONFORMED NAME: PAINEWEBBER INDEPENDENT LIVING MORTGAGE FUND INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ILM SENIOR LIVING INC /VA CENTRAL INDEX KEY: 0000847414 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 043042283 STATE OF INCORPORATION: VA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13E3/A BUSINESS ADDRESS: STREET 1: 8180 GREENSBORO DRIVE STREET 2: STE 1000 CITY: MCLEAN STATE: VA ZIP: 22102 BUSINESS PHONE: 8883573550 MAIL ADDRESS: STREET 1: 8180 GREENSBORO DRIVE STREET 2: STE 1000 CITY: MCLEAN STATE: VA ZIP: 22102 FORMER COMPANY: FORMER CONFORMED NAME: PAINE WEBBER INDEPENDENT LIVING MORTGAGE FUND INC DATE OF NAME CHANGE: 19971103 FORMER COMPANY: FORMER CONFORMED NAME: ILM SENIOR LIVING INC DATE OF NAME CHANGE: 19970905 FORMER COMPANY: FORMER CONFORMED NAME: PAINEWEBBER INDEPENDENT LIVING MORTGAGE FUND INC DATE OF NAME CHANGE: 19920703 SC 13E3/A 1 TRANSACTION STATEMENT - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 1 TO SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT (PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934) ------------------------ ILM SENIOR LIVING, INC. (NAME OF THE ISSUER) ILM SENIOR LIVING, INC. CAPITAL SENIOR LIVING CORPORATION CAPITAL SENIOR LIVING ACQUISITION, LLC (NAME OF PERSON(S) FILING STATEMENT) COMMON STOCK, PAR VALUE $.01 PER SHARE (TITLE OF CLASS OF SECURITIES) None ------------------------------------------ (CUSIP NUMBER OF CLASS OF SECURITIES) ------------------------ J. WILLIAM SHARMAN, JR. CHAIRMAN OF THE BOARD OF DIRECTORS, DAVID R. BRICKMAN CHIEF EXECUTIVE OFFICER AND PRESIDENT VICE PRESIDENT AND GENERAL COUNSEL ILM SENIOR LIVING, INC. CAPITAL SENIOR LIVING CORPORATION 8180 GREENSBORO DRIVE, SUITE 850 14160 DALLAS PARKWAY, SUITE 300 MCLEAN, VIRGINIA 22102 DALLAS, TEXAS 75240 (888) 357-3550 (972) 770-5600
------------------------ (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT) ------------------------ With Copies to: CLIFFORD E. NEIMETH, ESQ. WINSTON W. WALP, II, ESQ. GREENBERG TRAURIG JENKENS & GILCHRIST THE METLIFE BUILDING 1445 ROSS AVENUE 200 PARK AVENUE SUITE 3200 NEW YORK, NEW YORK 10166 DALLAS, TEXAS 75202 (212) 801-9200 (214) 855-4500
This statement is filed in connection with (check the appropriate box): a. /x/ The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities Exchange Act of 1934, as amended. b. / / The filing of a registration statement under the Securities Act of 1933, as amended. c. / / A tender offer. d. / / None of the above. Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: /x/ CALCULATION OF FILING FEE TRANSACTION VALUE* AMOUNT OF FILING FEE $97,018,000 $19,942.30 * For purposes of calculating the fee only. Assumes the purchase of 7,520,100 shares of ILM Common Stock, $.01 par value, at $12.90 per share in cash. /x/ Check box if any of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. Amount previously paid: $19,942.30 Filing party: ILM Senior Living, Inc. Form or Registration No.: Preliminary Proxy Statement on Schedule 14A Date filed: April 19, 1999
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Amendment No. 1 to Rule 13e-3 Transaction Statement on Schedule 13E-3 (this "Statement") is filed by ILM Senior Living, Inc., a Virginia finite life corporation ("ILM"), Capital Senior Living Corporation, a Delaware corporation ("Capital"), and Capital Senior Living Acquisition, LLC, a Delaware limited liability company and wholly owned subsidiary of Capital ("Acquisition"), relating to the merger (the "Merger") of ILM with and into Acquisition, with Acquisition continuing as the surviving entity. The Merger will be effected pursuant to the Amended and Restated Agreement and Plan of Merger dated October 19, 1999 (the "Merger Agreement"), among ILM, Capital and Acquisition. Upon the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger, each outstanding share of common stock, $0.01 par value, of ILM ("ILM Common Stock"), will be converted into the right to receive $12.90 in cash (less applicable withholding taxes), without any interest thereon. Concurrently with the filing of this Statement, ILM has filed with the Commission, pursuant to Rule 101(a)(iii) of Regulation S-T and Rule 14a-6(a), of Regulation 14A, its revised preliminary proxy statement (the "Proxy Statement") and related solicitation materials under cover of Schedule 14A in connection with the special meeting of holders of ILM Common stock to be convened to enable such holders to vote upon approval of the Merger Agreement (and the transactions contemplated thereby). A copy of the Proxy Statement is attached to this Statement as Exhibit (d) and a copy of the Merger Agreement is attached to the Proxy Statement as Appendix A. All of the information in this Statement and in the Proxy Statement concerning ILM was supplied by ILM and all of the information therein concerning Capital and Acquisition was supplied by Capital. The cross reference sheet set forth below is supplied pursuant to General Instruction F to Schedule 13E-3 and indicates the location in the Proxy Statement of the information required to be included in response to the items of this Statement. The information in the Proxy Statement, including all appendices thereto, is incorporated herein by reference and the responses to each item of this Statement are qualified in their entirety by such disclosures in the Proxy Statement. CROSS REFERENCE SHEET
ITEM IN SCHEDULE 13E-3 CAPTION OR LOCATION IN THE PROXY STATEMENT - ------------------------------ --------------------------------------------------------------------------------- Item 1(a)..................... Cover Page; "Letter to Shareholders;" "Summary--The Parties in the Merger;" "Special Factors--The Merger Agreement" Item 1(b)..................... "Summary--The Parties in the Merger;" "The Special Meeting--Record Date for the Special Meeting;" "Special Factors--The Merger Agreement" Item 1(c)..................... "There is No Established Market for ILM's Common Stock; Dividend History" Item 1(d)..................... "There is No Established Market for ILM's Common Stock; Dividend History"
2
ITEM IN SCHEDULE 13E-3 CAPTION OR LOCATION IN THE PROXY STATEMENT - ------------------------------ --------------------------------------------------------------------------------- Item 1(e)..................... Not Applicable Item 1(f)..................... Not Applicable Item 2(a)..................... Cover Page; "Summary--The Parties in the Merger;" "Directors and Executive Officers" Item 2(b)-(g)................. "Directors and Executive Officers" Item 3(a)(1).................. "The ILM Corporate Structure;" "Management's Discussion and Analysis of Financial Condition and Results of Operations of ILM--Results of Operations;" "Special Factors--Background of the Merger" Item 3(a)(2).................. "Special Factors--History;" "Special Factors--Background of the Merger" Item 3(b)..................... "Special Factors--History;" "Special Factors--Interests of Certain Persons in the Merger;" "Special Factors--Background of the Merger;" "Management's Discussion and Analysis of Financial Condition and Results of Operations of ILM--Results of Operations" Item 4(a)..................... Cover Page; "Questions and Answers About the Merger;" "Summary--The Merger;" "Summary--Purposes and Reasons for the Merger;" "Special Factors--The Merger Agreement;" "Special Factors--The Merger--General;" "Special Factors--Background of the Merger" Item 4(b)..................... Not Applicable Item 5(a), (b)................ "Summary--The Merger;" "Special Factors--The Merger--General;" "Special Factors--The Merger Agreement" Item 5(c)..................... "Summary--Interests of Certain Persons in the Merger;" "Special Factors--Plans and Proposals of ILM and Capital" Item 5(d)..................... "Summary--Plans or Proposals of ILM and Capital;" "Special Factors--The Merger--General;" "Special Factors--The Merger Agreement" Item 5(e)..................... "Summary--Plans or Proposals of ILM and Capital;" "Special Factors--The Merger--General;" "Special Factors--The Merger Agreement" Item 5(f)..................... "The Special Meeting--Record Date for the Special Meeting;" "Special Factors--Plans and Proposals of ILM and Capital" Item 5(g)..................... "Summary--The Merger;" "Special Factors--The Merger Agreement;" "Special Factors--Plans and Proposals of ILM and Capital"
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ITEM IN SCHEDULE 13E-3 CAPTION OR LOCATION IN THE PROXY STATEMENT - ------------------------------ --------------------------------------------------------------------------------- Item 6(a)..................... "Summary--The Merger--The payment you will receive for your shares of ILM stock;" "Special Factors--The Merger--General;" "Costs and Financing of the Merger" Item 6(b)..................... "Summary--The Merger--Termination Fees;" "Summary--Payments to our Financial Advisors;" "Special Factors--Termination Fees; Expenses;" "Costs and Financing of the Merger" Item 6(c)..................... "Costs and Financing of the Merger" Item 6(d)..................... "Costs and Financing of the Merger" Item 7(a)-(c)................. "Questions and Answers About the Merger;" "Summary--Purposes and Reasons for the Merger;" "Special Factors--Recommendation of the ILM Board;" "Special Factors-- Background of the Merger;" "Special Factors--Purposes, Alternatives, Timing and Reasons for the Merger" Item 7(d)..................... "Summary--The Merger Agreement;" "Special Factors--The Merger--General;" "Material Federal Income Tax Consequences of the Merger" "Special Factors--Plans and Proposals of ILM and Capital" Item 8(a), (b)................ "Summary--Opinion of Our Financial Advisor;" "Questions and Answers About the Merger;" "Special Factors--The Merger--History;" "Special Factors--Recommendation of the ILM Board;" "Special Factors--Background of the Merger;" "Special Factors--Opinion of Cohen & Steers" Item 8(c)..................... Cover Page; "Questions and Answers About the Merger;" "Summary--The Merger--There are conditions to completing the merger;" "The Special Meeting;" "Special Factors--The Merger Agreement" Item 8(d)..................... "Special Factors--Interests of Certain Persons in the Merger" Item 8(e)..................... "Letter to Shareholders;" "Special Factors--Recommendation of the ILM Board" Item 8(f)..................... "Special Factors--Background of the Merger" Item 9(a)-(c)................. "Summary--Opinion of Our Financial Advisor;" "Special Factors--Recommendation of the ILM Board;" "Special Factors--Opinion of Cohen & Steers" Item 10(a).................... "The Special Meeting--Beneficial Ownership by Directors;" "Special Factors--Interests of Certain Persons in the Merger" Item 10(b).................... Not Applicable Item 11....................... "Special Factors--Interests of Certain Persons in the Merger"
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ITEM IN SCHEDULE 13E-3 CAPTION OR LOCATION IN THE PROXY STATEMENT - ------------------------------ --------------------------------------------------------------------------------- Item 12(a).................... "Summary--Plans or Proposals of ILM and Capital;" "Special Factors--Plans and Proposals of ILM and Capital" Item 12(b).................... "Special Factors--Plans and Proposals of ILM and Capital" Item 13(a).................... "Questions and Answers About the Merger;" "No Appraisal Rights" Item 13(b).................... Not Applicable Item 13(c).................... Not Applicable Item 14(a).................... "Selected Historical Financial Data;" "Management's Discussion and Analysis of Financial Condition and Results of Operations of ILM" Item 14(b).................... Not Applicable Item 15(a).................... "Summary--Interests of Certain Persons in the Merger;" "Special Factors--Interests of Certain Persons in the Merger;" "Directors and Executive Officers;" "The Special Meeting -- Solicitation of Proxies by Soliciting Agent" Item 15(b).................... "Notice of Special Meeting to Shareholders;" "Special Factors--Recommendation of the ILM Board;" "Special Factors--Interests of Certain Persons in the Merger;" "The Special Meeting--Solicitation of Proxies by Soliciting Agent" Item 16....................... The Proxy Statement and the appendices attached hereto. Item 17(a)-(f)................ Exhibits (a) Lehman Brothers Letter dated October 18, 1999. (b) Cohen & Steers' Fairness Opinion dated October 19, 1999. (c) Amended and Restated Agreement and Plan of Merger dated October 19, 1999, among Capital Senior Living Corporation, Capital Senior Living Acquisition, LLC and ILM Senior Living, Inc., attached as Appendix A to the Proxy Statement. (d) Not Applicable (e) Not Applicable
5 ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION. (a) The information set forth on the Cover Page and in the sections titled "Letter to Shareholders;" "Summary--The Parties in the Merger" and "Special Factors--The Merger Agreement" of the Proxy Statement is incorporated herein by reference. (b) The information set forth in the sections titled "Summary--The Parties in the Merger;" "The Special Meeting--Record Date for the Special Meeting" and "Special Factors--The Merger Agreement" of the Proxy Statement is incorporated herein by reference. (c) The information set forth in the section titled "There is No Established Market for ILM's Common Stock; Dividend History" of the Proxy Statement incorporated herein by reference. (d) The information set forth in the section titled "There is No Established Market for ILM's Common Stock; Dividend History" of the Proxy Statement incorporated herein by reference. (e) Not Applicable (f) Not Applicable ITEM 2. IDENTITY AND BACKGROUND. (a) The information set forth on the Cover Page and in the sections titled "Summary--The Parties in the Merger" and "Directors and Executive Officers" of the Proxy Statement is incorporated herein by reference. (b)-(g) The information set forth in the section titled "Directors and Executive Officers" of the Proxy Statement is incorporated herein by reference. ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS. (a)(1) The information set forth in the sections titled "The ILM Corporate Structure;" "Management's Discussion and Analysis of Financial Condition and Results of Operations of ILM--Results of Operations" and "Special Factors--Background of the Merger" of the Proxy Statement is herein incorporated by reference. (a)(2) The information set forth in the sections titled "Special Factors--History" and "Special Factors--Background of the Merger" of the Proxy Statement is incorporated herein by reference. (b) The information set forth in the sections titled "Special Factors--History;" "Special Factors--Interests of Certain Persons in the Merger;" "Special Factors--Background of the Merger" and "Management's Discussion and Analysis of Financial Condition and Results of Operations of ILM--Results of Operations" of the Proxy Statement is incorporated herein by reference. ITEM 4. TERMS OF THE TRANSACTION. (a) The information set forth on the Cover Page and in the sections titled, "Questions and Answers About the Merger;" "Summary--The Merger--The merger agreement;" "Summary--Purposes and Reasons for the Merger;" "Special Factors--The Merger 6 Agreement;" "Special Factors--The Merger--General" and "Special Factors-- Background of the Merger" of the Proxy Statement is incorporated herein by reference. (b) Not Applicable. ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE. (a), (b) The information set forth in the sections titled "Summary--The Merger;" "Special Factors--The Merger--General" and "Special Factors--The Merger Agreement" of the Proxy Statement is incorporated herein by reference. (c) The information set forth in the sections titled "Summary--Interests of Certain Persons in the Merger" and "Special Factors--Plans and Proposals of ILM and Capital" of the Proxy Statement is incorporated herein by reference. (d) The information set forth in the sections titled "Summary--Plans or Proposals of ILM and Capital;" "Special Factors--The Merger--General" and "Special Factors--The Merger Agreement" of the Proxy Statement is incorporated herein by reference. (e) The information set forth in the sections titled "Summary--Plans or Proposals of ILM and Capital;" "Special Factors--The Merger--General" and "Special Factors--The Merger Agreement" of the Proxy Statement is incorporated herein by reference. (f) The information set forth in the sections titled "The Special Meeting--Record Date for the Special Meeting" and "Special Factors--Plans and Proposals of ILM and Capital" of the Proxy Statement is incorporated herein by reference. (g) The information set forth in the sections titled "Summary--The Merger--The merger agreement;" "Special Factors--The Merger Agreement" and "Special Factors--Plans and Proposals of ILM and Capital" of the Proxy Statement is incorporated herein by reference. ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (a) The information set forth in the sections titled "Summary--The Merger--The payment you will receive for your shares of ILM stock;" "Special Factors--The Merger--General" and "Costs and Financing of the Merger" of the Proxy Statement is incorporated herein by reference. (b) The information set forth in the sections titled "Summary--The Merger-- Termination fee;" "Summary--Payments to our Financial Advisors;" "Special Factors--Termination Fees; Expenses" and "Costs and Financing of the Merger" of the Proxy Statement is incorporated herein by reference. (c) The information set forth in the section titled "Costs and Financing of the Merger" of the Proxy Statement is incorporated herein by reference. (d) The information set forth in the section titled "Costs and Financing of the Merger" of the Proxy Statement is incorporated herein by reference. ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS. (a)-(c) The information set forth in the sections titled "Questions and Answers About the Merger;" "Summary--Purposes and Reasons for the Merger;" "Special Factors--Recommendation of the ILM Board;" "Special Factors--Background of the Merger" and 7 "Special Factors--Purposes, Alternatives, Timing and Reasons for the Merger" of the Proxy Statement is incorporated herein by reference. (d) The information set forth in the sections titled "Summary--The Merger Agreement;" "Special Factors--The Merger--General;" "Material Federal Income Tax Consequences of the Merger" and "Special Factors--Plans and Proposals of ILM and Capital" of the Proxy Statement is incorporated herein by reference. ITEM 8. FAIRNESS OF THE TRANSACTION. (a), (b) The information set forth in the sections titled "Summary--Opinion of Our Financial Advisor;" "Questions and Answers About the Merger;" "Special Factors--The Merger--History;" "Special Factors--Recommendation of the ILM Board;" "Special Factors--Background of the Merger" and "Special Factors--Opinion of Cohen & Steers" of the Proxy Statement are incorporated herein by reference. (c) The information set forth on the Cover Page and in the sections titled; "Questions and Answers About the Merger;" "Summary--The Merger--There are conditions to completing the merger;" "The Special Meeting" and "Special Factors--The Merger Agreement" of the Proxy Statement is incorporated herein by reference. (d) The information set forth in the section titled "Special Factors--Interests of Certain Persons in the Merger" of the Proxy Statement is incorporated herein by reference. (e) The information set forth in the sections titled "Letter to Shareholders" and "Special Factors--Recommendation of the ILM Board" of the Proxy Statement is incorporated herein by reference. (f) The information set forth in the section titled "Special Factors-- Background of the Merger" of the Proxy Statement is incorporated herein by reference. ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS. (a)-(c) The information set forth in the sections titled "Summary--Opinion of Our Financial Advisor;" "Special Factors--Recommendation of the ILM Board" and "Special Factors--Opinion of Cohen & Steers" of the Proxy Statement is incorporated herein by reference. ITEM 10. INTEREST IN SECURITIES OF THE ISSUER. (a) The information set forth in the sections titled "The Special Meeting--Beneficial Ownership by Directors" and "Special Factors--Interests of Certain Persons in the Merger" of the Proxy Statement is incorporated herein by reference. (b) Not applicable ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S SECURITIES. The information set forth in the section titled "Special Factors--Interests of Certain Persons in the Merger" of the Proxy Statement is incorporated herein by reference. 8 ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO THE TRANSACTION. (a) The information set forth in the sections titled "Summary--Plans and Proposals of ILM and Capital" and "Special Factors--Plans and Proposals of ILM and Capital" of the Proxy Statement is incorporated herein by reference. (b) The information set forth in the section titled "Special Factors--Plans and Proposals of ILM and Capital" of the Proxy Statement is incorporated herein by reference. ITEM 13. OTHER PROVISIONS OF THE TRANSACTION. (a) The information set forth in the sections titled "Questions and Answers About The Merger;" and "No Appraisal Rights" of the Proxy Statement is incorporated herein by reference. (b) Not Applicable. (c) Not Applicable. ITEM 14. FINANCIAL INFORMATION. (a) The information set forth in the sections titled "Selected Historical Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations of ILM" of the Proxy Statement is incorporated herein by reference. (b) Not Applicable. ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED. (a) The information set forth in the sections titled "Summary--Interests of Certain Persons in the Merger;" "Special Factors--Interests of Certain Persons in the Merger;" "Directors and Executive Officers" and "The Special Meeting--Solicitation of Proxies by Soliciting Agent" of the Proxy Statement is incorporated herein by reference. (b) The information set forth in the sections titled "Notice of Special Meeting to Shareholders;" "Special Factors--Recommendation of the ILM Board;" "Special Factors--Interests of Certain Persons in the Merger" and "The Special Meeting--Solicitation of Proxies by Soliciting Agent" of the Proxy Statement is incorporated herein by reference. 9 ITEM 16. ADDITIONAL INFORMATION. The entirety of the Proxy Statement, including appendices, is incorporated herein by reference. ITEM 17. MATERIAL TO BE FILED AS EXHIBITS. Exhibits (a) Previously Filed (b) Previously Filed (c) Previously Filed. (d) Preliminary Proxy Statement on Schedule 14A of ILM Senior Living, Inc. (e) Not Applicable
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, correct and completed. Dated: January 28, 2000 ILM SENIOR LIVING, INC. By: /s/ J. William Sharman, Jr. -------------------------------- Name: J. William Sharman, Jr. Title: Chairman of the Board, Chief Executive Officer and President CAPITAL SENIOR LIVING CORPORATION By: /s/ Lawrence A. Cohen -------------------------------- Name: Lawrence A. Cohen Title: Chief Executive Officer CAPITAL SENIOR LIVING ACQUISITION, LLC. By: /s/ Lawrence A. Cohen ------------------------------- Name: Lawrence A. Cohen Title: Chief Executive Officer 10 -----END PRIVACY-ENHANCED MESSAGE-----