8-K

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                       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): August 15, 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 4 pages)
                         Exhibit Index Appears on Page 4






ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

      On August 15, 2000, ILM II Senior Living, Inc. (the "Company") caused ILM
II Holding, Inc., its subsidiary ("Holding II") to sell to Capital Senior Living
Corporation ("Capital") all of its right and title in and to its 75% co-tenancy
interest in its senior living facility located in Santa Barbara, California. In
consideration for the sale, Capital paid Holding II a cash payment of
approximately $10 million and assumed all of the transaction costs incurred to
date by the Company in connection with the previously announced proposed merger
contemplated by the Amended and Restated Agreement and Plan of Merger dated
October 19, 1999, as amended on April 18, 2000, by and among the Company,
Capital and Capital's wholly owned acquisition subsidiary (the "Merger
Agreement"). The remaining 25% co-tenancy interest in the Santa Barbara facility
was formerly owned by ILM Holding, Inc., a subsidiary of ILM Senior Living, Inc.
("ILM I") and was transferred to Capital at the time the merger between ILM I
and Capital was consummated.

      The Company determined to sell its interest in the Santa Barbara facility
because of the following factors: Capital had publicly announced that it did not
receive and was not at that time in possession of sufficient loan proceeds with
which to consummate the previously announced proposed merger; the Company's
Board of Directors believed that the purchase price was fair, from a financial
point of view; and, the Merger Agreement provides that if the proposed merger is
not consummated by September 30, 2000, it may be terminated by either the
Company or Capital and that if Capital has consummated its proposed merger with
ILM I (which it has), at the time of the termination, the Company would be
contractually obligated to sell to Capital its 75% interest in the Santa Barbara
facility.

      In connection with the proposed merger, Capital has recently announced
that it is in the process of seeking alternative financing resources. At this
time, there is no certainty as to whether Capital will be able to obtain
alternative financing, or if so obtained, whether it will be sufficient to
consummate the proposed merger. Similarly, there can be no assurance as to
whether the merger will be consummated or, if consummated, as to the timing
thereof.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

      (a) Not Applicable

      (b) Pro-Forma financial statements required by this Item will be filed
within 60 days after the date that this initial report on Form 8-K must be
filed.

      (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
                August 30, 2000.



                              (Page 2 of 4 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:  August 30, 2000








                              (Page 3 of 4 pages)




                                  EXHIBIT INDEX

                                                                   Page No.
99.1  Press Release of ILM II Senior Living, Inc.                     5
      dated August 30, 2000.





                              (Page 4 of 4 pages)

EX-99.1

                                                                    EXHIBIT 99.1

                  ILM II ANNOUNCES SALE OF ITS 75% INTEREST
                IN ITS SANTA BARBARA SENIOR LIVING FACILITY TO
                           CAPITAL SENIOR LIVING CORP.


FOR IMMEDIATE RELEASE:


      August 30, 2000, Tysons Corner, Virginia: ILM II Senior Living, Inc.
announced today that it has sold to Capital Senior Living Corporation (NYSE:
CSU) its 75% interest in its senior living facility located in Santa Barbara,
California in consideration of Capital's payment of approximately $10 million
and the assumption by Capital of all of the transaction costs incurred to date
by the Company in connection with its previously announced proposed merger with
Capital. The remaining 25% co-tenancy interest in the Santa Barbara facility was
owned by ILM Holding, Inc., a subsidiary of ILM Senior Living, Inc., and was
transferred to Capital at the time the ILM Senior Living and Capital merger was
consummated.

      The Company determined to sell its interest in the Santa Barbara facility
because of the following factors: Capital had publicly announced that it did not
receive and was not at that time in possession of sufficient loan proceeds with
which to consummate the proposed merger; the Company's Board of Directors
believed that the purchase price (for the Santa Barbara facility) was fair, from
a financial point of view; and, the merger agreement relating to the proposed
merger provides that if the proposed merger is not consummated by September 30,
2000, it may be terminated by either the Company or Capital, and that if Capital
has consummated its proposed merger with ILM Senior Living (which it has), at
the time of the termination, the Company would be contractually obligated to
sell to Capital its 75% interest in the Santa Barbara facility.

      In connection with the proposed merger, Capital has recently announced
that it is in the process of seeking alternative financing resources. At this
time, there is no certainty as to whether Capital will be able to obtain
alternative financing, or if so obtained, whether it will be sufficient to
consummate the proposed merger. Similarly, 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.