-----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, AK5T97qyojK5417uBTi/KebFa5gcP0bJ+rfk+ECWQTzjX7cSRUNBUqr7s96+MLxF t1I8TGged2A6tkn3qzRPLg== /in/edgar/work/20000731/0000911420-00-000175/0000911420-00-000175.txt : 20000921 0000911420-00-000175.hdr.sgml : 20000921 ACCESSION NUMBER: 0000911420-00-000175 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000726 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000731 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ILM II SENIOR LIVING INC /VA CENTRAL INDEX KEY: 0000861880 STANDARD INDUSTRIAL CLASSIFICATION: [6798 ] IRS NUMBER: 061293758 STATE OF INCORPORATION: VA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-18942 FILM NUMBER: 682594 BUSINESS ADDRESS: STREET 1: 8180 GREENSBORO DRIVE STREET 2: STE 850 CITY: MCLEAN STATE: VA ZIP: 22102 BUSINESS PHONE: 8883573550 MAIL ADDRESS: STREET 1: 1300 CONNECTICUT AVE NW STREET 2: STE 1000 CITY: WASHINGTON STATE: DC ZIP: 20036 FORMER COMPANY: FORMER CONFORMED NAME: PAINE WEBBER INDEPENDENT LIVING MORTGAGE INC II DATE OF NAME CHANGE: 19971103 FORMER COMPANY: FORMER CONFORMED NAME: ILM II SENIOR LIVING INC DATE OF NAME CHANGE: 19970905 FORMER COMPANY: FORMER CONFORMED NAME: PAINEWEBBER INDEPENDENT LIVING MORTGAGE INC II DATE OF NAME CHANGE: 19930511 8-K 1 0001.txt CURRENT REPORT ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 26, 2000 Commission File Number: 0-18942 ILM II SENIOR LIVING, INC. -------------------------- (Exact name of registrant as specified in its charter) Virginia 06-1293758 - --------------------------- ------------------------ (State of organization) (I.R.S. Employer Identification No.) 1750 Tysons Boulevard, Suite 1200, Tysons Corner, Virginia 22102 - ---------------------------------------------------------- ----- (Address of principal executive office) (Zip Code) (888) 257-3550 - --------------------------------------------------- (Registrant's telephone number, including area code) (Page 1 of 5 pages) Exhibit Index Appears on Page 5 ITEM 5. OTHER EVENTS. In connection with a recent announcement by Capital Senior Living Corporation ("Capital"), ILM II Senior Living, Inc. (the "Company") announced today that its pending merger with Capital will not be consummated today as previously anticipated. Capital has notified the Company that it will not receive sufficient funds under existing financing commitments from GMAC Commercial Mortgage Corporation to complete the merger at this time. Pursuant to the existing merger agreement between the Company and Capital, Capital is required until September 30, 2000 to use its best efforts to obtain financing, including the use of internal funds, to complete the merger. The terms of the merger agreement require Capital to pay the Company $1,540,000 if the merger does not occur on or before September 30, 2000 if the failure to consummate the transaction is due to Capital's inability to finance the deal. At this time, there can be no assurance as to whether the merger will be consummated or, if consummated, as to the timing thereof. (Page 2 of 5 pages) ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Not Applicable (b) Not Applicable (c) The following Exhibits are filed as part of this Current Report on Form 8-K: 99.1 Press Release of ILM II Senior Living, Inc. dated July 31, 2000. (Page 3 of 5 pages) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ILM II SENIOR LIVING, INC. By: /s/J. William Sharman, Jr. -------------------------- J. William Sharman, Jr. Chairman of the Board of Directors, President and Chief Executive Officer Dated: July 31, 2000 (Page 4 of 5 pages) EXHIBIT INDEX ------------- Page No. 99.1 Press Release of ILM II Senior Living, Inc. 6 dated July 31, 2000. (Page 5 of 5 pages) EX-99.1 2 0002.txt PRESS RELEASE EXHIBIT 99.1 ILM II ANNOUNCES THAT THE MERGER WITH CAPITAL WILL NOT BE COMPLETED AT THIS TIME FOR IMMEDIATE RELEASE: July 31, 2000, Tysons Corner, Virginia: ILM II Senior Living, Inc. announced today that its pending merger with Capital Senior Living Corporation (NYSE:CSU) will not be consummated today as previously anticipated. Capital has notified ILM II that it will not receive sufficient funds under existing financing commitments from GMAC Commercial Mortgage Corporation to complete the merger at this time. Pursuant to the existing merger agreement, Capital is required until September 30, 2000 to use its best efforts to obtain financing, including the use of internal funds, to complete the merger. The terms of the merger agreement require Capital to pay ILM II $1,540,000 if the merger does not occur on or before September 30, 2000 if the failure to consummate the transaction is due to Capital's inability to finance the deal. At this time, there can be no assurance as to whether the merger will be consummated or, if consummated, as to the timing thereof. If you have any questions regarding this press release, please call ILM II, toll free at 1-888-257-3550. * * * THIS PRESS RELEASE CONTAINS "FORWARD-LOOKING STATEMENTS" BASED ON OUR CURRENT EXPECTATIONS AND PROJECTIONS ABOUT FUTURE EVENTS. THESE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO A NUMBER OF RISKS AND UNCERTAINTIES WHICH COULD CAUSE OUR ACTUAL RESULTS TO DIFFER MATERIALLY FROM HISTORICAL RESULTS OR THOSE ANTICIPATED AND CERTAIN OF WHICH ARE BEYOND OUR CONTROL. THE WORDS "BELIEVE," "EXPECT," "ANTICIPATE" AND SIMILAR EXPRESSIONS IDENTIFY FORWARD-LOOKING STATEMENTS. WE UNDERTAKE NO OBLIGATION TO PUBLICLY UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE. -----END PRIVACY-ENHANCED MESSAGE-----