-----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, K7cB1ae1GE5xdoxuq7Dj1+boMfn+/hP4KZL6S4Y5IJuykhmLAQJkVD6FcU9OuZTJ Pl8RotweWhI0T3u40On8Ew== 0001047469-98-028647.txt : 19980803 0001047469-98-028647.hdr.sgml : 19980803 ACCESSION NUMBER: 0001047469-98-028647 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980729 SROS: AMEX SUBJECT COMPANY: 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: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-54131 FILM NUMBER: 98672995 BUSINESS ADDRESS: STREET 1: 1300 CONNECTICUT AVE NW STREET 2: STE 1000 CITY: WASHINGTON STATE: DC ZIP: 20036 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARLEN CAPITAL ADVISORS LLC CENTRAL INDEX KEY: 0001036045 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 330580997 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 1650 HOTEL CIRCLE NORTH STREET 2: SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92108 BUSINESS PHONE: 6196862002 MAIL ADDRESS: STREET 1: 1650 HOTEL CIRCLE NORTH STREET 2: SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92108 SC 14D1/A 1 SCHEDULE 14D1/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- SCHEDULE 14D-1/A TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3) ------------- ILM II SENIOR LIVING, INC. A VIRGINIA CORPORATION (NAME OF SUBJECT COMPANY) REDWOOD INVESTORS, LLC A DELAWARE LIMITED LIABILITY COMPANY ARLEN CAPITAL, LLC (Bidder) SHARES OF COMMON STOCK $.01 PAR VALUE (TITLE OF CLASS OF SECURITIES) (None) (CUSIP Number of Class of Securities) Arlen Capital, LLC Don Augustine, Manager 1650 Hotel Circle North - Suite 200 San Diego, California 92108 (619) 686-2002 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) ------------- AMENDMENT NO. 3 TO SCHEDULE 14D-1 This Amendment No. 3 amends the Offer to Purchase on Schedule 14D-1 filed with the Securities and Exchange Commission on June 4, 1998 (the "Schedule 14D-1") by Redwood Investors, LLC, a Delaware limited partnership (the "Purchaser"), relating to the Offer by the Purchaser to purchase up to 500,000 shares of common stock $.01 par value ("Shares") of ILM II Senior Living, Inc., a Virginia Corporation, (the "Company"), at $8.00 per Share, upon the terms and conditions set forth in the Offer to Purchase dated June 11, 1998 as amended by Amendment No. 1, dated July 11, 1998 and Amendment No. 2, dated July 15, 1998 (collectively the "Offer to Purchase") and the related Agreement of Sale (which, together with any supplements or amendments, collectively constitute the "Offer"). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Schedule 14D-1 and the Offer to Purchase. Page 1 of 7 ITEM 10. ADDITIONAL INFORMATION (f) The Offer has been extended to midnight, Pacific Time, on August 14, 1998. On July 29, 1998, the Purchaser published an announcement in INVESTOR'S BUSINESS DAILY announcing such extension and reporting. A copy of the text of the publication has been filed as Exhibit (a) (10) to this Amendment No. 3 and is incorporated herein by reference in its entirety. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS (a) (10) Text of publication issued by the Purchaser on July 15, 1998. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: July 29, 1998 REDWOOD INVESTORS, LLC By: Arlen Capital, LLC its Manager By: /s/ DON AUGUSTINE ---------------------- Don Augustine, Manager ARLEN CAPITAL, LLC By: /s/ DON AUGUSTINE ---------------------- Don Augustine, Manager Page 2 of 7 EX-99.(A)(10) 2 EXHIBIT 99.(A)(10) EXHIBIT (a) (10) NOTICE TO HOLDERS OF SHARES OF COMMON STOCK OF ILM SENIOR LIVING, INC. AND ILM II SENIOR LIVING, INC. IMPORTANT ANNOUNCEMENT The Offers by Redwood Investors, LLC (the "Purchaser") to purchase Shares of ILM Senior Living, Inc. and ILM II Senior Living, Inc. (the "Partnerships") have been extended and are now scheduled to expire at 12:00 midnight, Pacific Time on August 14, 1998. To date, approximately 53,900 (".007%") Shares of ILM Senior Living, Inc. and approximately 26,400 (".005%") Shares of ILM II Senior Living, Inc. have been tendered to Purchaser and not withdrawn. Purchaser will acquire up to an additional 646,100 Shares of ILM Senior Living, Inc. (up to 9.3% of the issued and outstanding Shares of the Company) and up to an additional 473,600 Shares of ILM II Senior Living, Inc. (up to 9.65% of the issued and outstanding Shares of the Company). All of the terms and conditions of the Offer remain in full force and effect. For further information, please contact the Purchaser at 1650 Hotel Circle North, Suite 200, San Diego, CA 92108. Page 3 of 7 -----END PRIVACY-ENHANCED MESSAGE-----