-----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, Qtkpu7DbrmqXThNGqJe1qRKIocZ9qqhZazdJTd9fbSRw0135x9LmScvymXtC8aot ac6Add65KRRjBu5YZzgm2Q== 0000912057-02-027269.txt : 20020715 0000912057-02-027269.hdr.sgml : 20020715 20020715080621 ACCESSION NUMBER: 0000912057-02-027269 CONFORMED SUBMISSION TYPE: NT 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020531 FILED AS OF DATE: 20020715 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ILM II SENIOR LIVING INC /VA CENTRAL INDEX KEY: 0000861880 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 061293758 STATE OF INCORPORATION: VA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: NT 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-18942 FILM NUMBER: 02702382 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: 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 FORMER COMPANY: FORMER CONFORMED NAME: PAINE WEBBER INDEPENDENT LIVING MORTGAGE INC II DATE OF NAME CHANGE: 19971103 NT 10-Q 1 a2084427znt10-q.txt NT 10-Q Form 12b-25 Page 1 of 3 - ------------------------------------------------------------------------------ SEC 1344 (2-2002) PERSONS WHO POTENTIALLY ARE TO RESPOND TO THE COLLECTION OF Previous INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO versions RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB obsolete CONTROL NUMBER. - ------------------------------------------------------------------------------ ------------------------- UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION ------------------------- WASHINGTON, D.C. 20549 OMB Number: 3235-0058 ------------------------- Expires: January 31, 2005 ------------------------- Estimated average burden hours per response...2.50 ------------------------- FORM 12b-25 ------------------------- NOTIFICATION OF LATE FILING SEC FILE NUMBER ------------------------- CUSIP NUMBER ------------------------- (CHECK ONE): / /Form 10-K / /Form 20-F / /Form 11-K /X/Form 10-Q / /Form N-SAR For Period Ended: May 31, 2002 -------------------------------------------- / / Transition Report on Form 10-K / / Transition Report on Form 20-F / / Transition Report on Form 11-K / / Transition Report on Form 10-Q / / Transition Report on Form N-SAR For the Transition Period Ended: ------------------------------ - ------------------------------------------------------------------------------- READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE. - ------------------------------------------------------------------------------- NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN. - ------------------------------------------------------------------------------- If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: - ------------------------------------------------------------------------------- PART I -- REGISTRANT INFORMATION ILM II Senior Living, Inc. - ------------------------------------------------------------------------------- Full Name of Registrant N/A - ------------------------------------------------------------------------------- Former Name if Applicable 1750 Tysons Boulevard, Suite 1200 - ------------------------------------------------------------------------------- Address of Principal Executive Office (Street and Number) Tysons Corner, Virginia 22102 - ------------------------------------------------------------------------------- City, State and Zip Code Form 12b-25 Page 2 of 3 PART II -- RULES 12b-25(b) AND (c) If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate) /X/ (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, /X/ will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. PART III -- NARRATIVE State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed time period. The Quarterly Report on Form 10-Q of ILM II Senior Living, Inc. (the "Registrant") was not completed by July 15, 2002, the last day for a timely filing of such Quarterly Report for the period ended May 31, 2002 because of delays related to the recently completed sale of all of the Registrant's right, title and interest in and to its senior and assisted living facilities and certain other related assets to Five Star Quality Care, Inc., a publicly traded Maryland corporation ("FVE"), pursuant to the terms of the previously reported purchase and sale agreement between the Registrant, ILM II Lease Corporation and FVE. These delays cannot be avoided without unreasonable cost and expense to the Registrant. Additional time is required in order to enable the Registrant to file a complete and accurate report. PART IV -- OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification J. William Shavman (888) 257-3550 ---------------------------------- ----------------- ---------------------- (Name) (Area Code) (Telephone Number) (2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). /X/ Yes / / No --------------------------------------------------------------------------- (3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? /X/ Yes / / No If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. As of August 31, 2001, the Registrant adopted a liquidation basis of accounting. Consequently, it is anticipated that there will be a significant change, as compared to the corresponding period for the last fiscal year, in the presentation of results of operations due to the elimination of depreciation expenses, the adjustment of assets and liabilities of the Registrant to fair value and the accrual of liquidation expenses. - ------------------------------------------------------------------------------- ILM II Senior Living, Inc. --------------------------------------------------- (Name of Registrant as Specified in Charter) has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized. Date July 15, 2002 By /s/ J. William Shavman, Jr. ---------------------- --------------------------------------- Chairman of the Board of Directors, President and CEO Form 12b-25 Page 3 of 3 INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form. ____________________________________ATTENTION__________________________________ INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). _______________________________________________________________________________ GENERAL INSTRUCTIONS 1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934. 2. One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule O-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission files. 3. A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered. 4. Amendments to the notifications must also be filed on form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification. 5. ELECTRONIC FILERS. This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit a report within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T (Section 232.201 or Section 232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (Section 232.13(b) of this chapter). -----END PRIVACY-ENHANCED MESSAGE-----