CNL HEALTH CARE PROPERTIES INC
10-Q, 1999-08-05
REAL ESTATE INVESTMENT TRUSTS
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                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


             (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 1999
       ------------------------------------------------------------------

                                       OR

             ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                        For the transition period from to

                             Commission file number
                                    333-47411

                        CNL Health Care Properties, Inc.
              (Exact name of registrant as specified in its charter)

       Maryland                                        59-3491443
(State of other jurisdiction                    (I.R.S. Employer
of incorporation or organization)               Identification No.)

400 E. South Street
Orlando, Florida                                      32801
(Address of principal executive offices)            (Zip Code)
Registrant's telephone number
(including area code)                             (407) 650-1000

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by  Sections  13 or 15(d)  of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes X No _____

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock as of the latest practicable date.

286,634 shares of common stock, $.01 par value, outstanding as of July 22, 1999.




<PAGE>








                                    CONTENTS



Part I                                                            Page

    Item 1.    Financial Statements:

                   Balance Sheets                                 1

                   Statements of Stockholder's Equity             2

                   Notes to Financial Statements                  3-5

    Item 2.    Management's Discussion and Analysis
                   of Financial Condition and Results
                   of Operations                                  6-10

    Item 3.    Quantitative and Qualitative Disclosures
                   about Market Risk                              10


Part II

    Other Information                                             11-12



<PAGE>



                        CNL HEALTH CARE PROPERTIES, INC.
                   (A Development Stage Maryland Corporation)

                                 BALANCE SHEETS
<TABLE>
<CAPTION>

                                                          June 30,             December 31,
                                                           1999                    1998
                                                       --------------         ----------------


<S> <C>

                             ASSETS

Cash                                                     $       92                   $     92
Deferred offering costs                                   1,480,287                    975,339
Other                                                       112,063                      1,148
                                                     ---------------          -----------------

                                                         $1,592,442                   $976,579
                                                     ===============          =================

LIABILITIES AND STOCKHOLDER'S EQUITY

Liabilities:
    Due to related parties                               $1,388,203                   $685,372
    Accounts payable and accrued expenses                     4,239                     91,207
                                                     ---------------          -----------------
       Total liabilities                                  1,392,442                    776,579
                                                     ---------------          -----------------

Stockholder's equity:
    Preferred stock, without par value.
       Authorized and unissued  3,000,000  shares                --                         --
    Excess shares,  $.01 par value per share.
       Authorized and unissued  103,000,000  shares              --                         --
    Common stock, $.01 par value per share.
       Authorized 100,000,000 shares, issued and
       outstanding 20,000 shares                                200                        200
    Capital in excess of par value                          199,800                    199,800
                                                     ---------------          -----------------
                                                            200,000                    200,000
                                                     ---------------          -----------------

                                                         $1,592,442                   $976,579
                                                     ===============          =================


</TABLE>


                 See accompanying notes to financial statements.


<PAGE>


                        CNL HEALTH CARE PROPERTIES, INC.
                   (A Development Stage Maryland Corporation)

                       STATEMENTS OF STOCKHOLDER'S EQUITY

                       Six Months Ended June 30, 1999 and
                          Year Ended December 31, 1998

<TABLE>
<CAPTION>


                                                             Common stock
                                                      ---------------------------     Capital in
                                                        Number            Par         excess of
                                                       of Shares         value        par value           Total
                                                      ------------     ----------    -------------    --------------
<S> <C>


Balance at December 31, 1997                              20,000         $  200       $  199,800        $  200,000

Subscriptions received for common
    stock through public offering                          2,550             26           25,474            25,500

Subscriptions held in escrow                              (2,550 )          (26 )        (25,474 )         (25,500 )
                                                    -------------    -----------   --------------    --------------

Balance at December 31, 1998                              20,000            200          199,800           200,000

Subscriptions received for common
    stock through public offering                        246,480          2,465        2,462,335         2,464,800

Subscriptions held in escrow                            (246,480 )       (2,465 )     (2,462,335 )      (2,464,800 )
                                                    -------------    -----------   --------------    --------------

Balance at June 30, 1999                                  20,000         $  200       $  199,800        $  200,000
                                                    =============    ===========   ==============    ==============
</TABLE>





                 See accompanying notes to financial statements.


<PAGE>


                        CNL HEALTH CARE PROPERTIES, INC.
                   (A Development Stage Maryland Corporation)

                          NOTES TO FINANCIAL STATEMENTS

              Quarters and Six Months Ended June 30, 1999 and 1998


1.       Significant Accounting Policies:

         Basis of Presentation - The accompanying unaudited financial statements
         have been prepared in accordance with the instructions to Form 10-Q and
         do not include all of the information and note disclosures  required by
         generally  accepted  accounting  principles.  The financial  statements
         reflect all adjustments,  consisting of normal  recurring  adjustments,
         which  are,  in the  opinion  of the  management,  necessary  to a fair
         statement of the results for the interim period  presented.  Amounts as
         of December 31, 1998, included in the financial  statements,  have been
         derived from audited financial statements as of that date.

         These unaudited financial statements should be read in conjunction with
         the financial statements and notes thereto included in Form 10-K of CNL
         Health  Care  Properties,  Inc.  (the  "Company")  for the  year  ended
         December 31, 1998.

         As of June 30, 1999, the Company was in the  development  stage and had
         not begun operations.

2.       Deferred Offering Costs:

         The Company has and will  continue to incur certain costs in connection
         with the offering, including filing fees, legal, accounting,  marketing
         and  printing  costs and escrow fees,  which will be deducted  from the
         gross  proceeds of the offering.  Certain  preliminary  costs  incurred
         prior to raising  capital have been and will be advanced by  affiliates
         of the Company.  CNL Health Care  Advisors,  Inc. (the  "Advisor")  has
         agreed  to pay all  organizational  and  offering  expenses  (excluding
         commissions   and   marketing   support  and  due   diligence   expense
         reimbursement  fees) which exceed three  percent of the gross  offering
         proceeds received from the sale of shares of the Company.

3.       Related Party Arrangements:

         Certain affiliates of the Company will receive fees and compensation in
         connection with the offering, and the acquisition,  management and sale
         of the assets of the Company.

         CNL Securities  Corp. is entitled to receive  commissions  amounting to
         7.5% of the total amount raised from the sale of shares for services in
         connection  with the offering of the shares,  a substantial  portion of
         which will be paid as commissions to other  broker-dealers.  During the
         six months ended June 30, 1999, the Company  incurred  $184,860 of such
         fees,  of  which  $165,381  will  be paid by CNL  Securities  Corp.  as
         commissions  to other  broker-dealers.  The Company  will not pay these
         fees until  subscriptions for at least 250,000 shares ($2,500,000) have
         been obtained from the offering.


<PAGE>


                        CNL HEALTH CARE PROPERTIES, INC.
                   (A Development Stage Maryland Corporation)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

              Quarters and Six Months Ended June 30, 1999 and 1998


3.       Related Party Arrangements - Continued:

         In addition,  CNL  Securities  Corp. is entitled to receive a marketing
         support and due diligence  expense  reimbursement  fee equal to 0.5% of
         the total amount raised from the sale of shares, a portion of which may
         be reallowed to other broker-dealers.  During the six months ended June
         30, 1999,  the Company  incurred  $12,324 of such fees, the majority of
         which will be reallowed to other broker-dealers and from which all bona
         fide due  diligence  expenses  will be paid.  The Company  will not pay
         these fees until subscriptions for at least 250,000 shares ($2,500,000)
         have been obtained from the offering.

         In addition, the Company has agreed to issue and sell soliciting dealer
         warrants  ("Soliciting  Dealer  Warrants") to CNL Securities  Corp. The
         price for each  warrant  will be $0.0008 and one warrant will be issued
         for every 25 shares sold by the  managing  dealer.  All or a portion of
         the Soliciting  Dealer Warrants may be reallowed to soliciting  dealers
         with prior written  approval from,  and in the sole  discretion of, the
         managing  dealer,  except where  prohibited by either  federal or state
         securities  laws.  The holder of a  Soliciting  Dealer  Warrant will be
         entitled  to purchase  one share of common  stock from the Company at a
         price of $12.00 during the five-year  period  commencing  with the date
         the offering begins.  No Soliciting  Dealer Warrant,  however,  will be
         exercisable until one year from the date of issuance.

         CNL Health Care Advisors,  Inc. is entitled to receive acquisition fees
         for  services  in  finding,  negotiating  the  leases of and  acquiring
         properties  on behalf of the Company  equal to 4.5% of gross  proceeds,
         loan proceeds from permanent  financing and amounts  outstanding on the
         line of  credit,  if any,  at the time of  listing  of the  shares on a
         national securities exchange or over-the-counter  market, but excluding
         that  portion  of the  permanent  financing  used  to  finance  secured
         equipment  leases.  During the six  months  ended  June 30,  1999,  the
         Company incurred $110,915 of such fees. Such fees are included in other
         assets  at  June  30,   1999.   These  fees  will  not  be  paid  until
         subscriptions  for at  least  250,000  shares  ($2,500,000)  have  been
         obtained from the offering.

         CNL Health Care  Advisors,  Inc.  and its  affiliates  provide  various
         administrative  services to the Company,  including services related to
         accounting;   financial,   tax  and  regulatory  compliance  reporting;
         stockholder  distributions and reporting;  due diligence and marketing;
         and investor relations (including administrative services in connection
         with the  offering),  on a day-to-day  basis.  For the six months ended
         June 30,  1999 and  1998,  $167,392  and  $61,619,  respectively,  were
         classified as deferred offering costs for these services.



<PAGE>


                        CNL HEALTH CARE PROPERTIES, INC.
                   (A Development Stage Maryland Corporation)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

              Quarters and Six Months Ended June 30, 1999 and 1998


3.       Related Party Arrangements - Continued:

         Amounts due to related parties consisted of the following at:
<TABLE>
<CAPTION>

                                                                        June 30,              December 31,
                                                                          1999                    1998
                                                                     ----------------       -----------------

<S> <C>
           Due to CNL Health Care Advisors, Inc.:
               Expenditures incurred on behalf of
                  the Company                                              $ 701,629               $ 470,798
               Accounting and administrative services                        378,778                 211,386
               Acquisition fees                                              112,063                   1,148
                                                                     ----------------       -----------------
                                                                           1,192,470                 683,332
                                                                     ----------------       -----------------

           Due to CNL Securities Corp.:
               Commissions                                                   183,282                   1,912
               Marketing support and due diligence
                  expense reimbursement fee                                   12,451                     128
                                                                     ----------------       -----------------
                                                                             195,733                   2,040
                                                                     ----------------       -----------------

                                                                          $1,388,203               $ 685,372
                                                                     ================       =================
</TABLE>

4.     Subsequent Event:

       As of July 13,  1999,  the Company had  received  aggregate  subscription
       proceeds of  $2,751,052,  which exceeded the minimum  offering  amount of
       $2,500,000,  and  $2,526,052 of the funds were released from escrow.  The
       remaining  subscription proceeds of $225,000 (representing funds received
       from  Pennsylvania  investors)  will be held in  escrow  until  aggregate
       subscription proceeds total at least $7,775,000.  As of July 22, 1999 the
       Company had received total subscription proceeds of $2,891,340, including
       $225,000 from Pennsylvania investors whose funds remained in escrow as of
       such date.




<PAGE>


ITEM 2.        MANAGEMENT'S DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION AND RESULTS OF OPERATIONS

       CNL  Health  Care   Properties,   Inc.  (the  "Company")  is  a  Maryland
corporation  that was  organized  December  22,  1997,  to acquire  real  estate
properties  (the  "Properties")  related  to health  care and  seniors'  housing
facilities (the "Health Care Facilities")  located across the United States. The
Health  Care  Facilities  may include  congregate  living,  assisted  living and
skilled nursing facilities, continuing care retirement communities and life care
communities,  and medical office buildings and walk-in  clinics.  The Properties
will be leased on a  long-term,  "triple-net"  basis to  operators of the Health
Care Facilities.  The Company may also provide mortgage financing (the "Mortgage
Loans") to operators of Health Care Facilities in the aggregate principal amount
of approximately  5% to 10% of the Company's total assets.  The Company also may
offer furniture, fixture and equipment financing ("Secured Equipment Leases") to
operators of Health Care Facilities.  The aggregate  principal amount of Secured
Equipment Leases is not expected to exceed 10% of the Company's total assets.

       The Company's primary investment objectives are to preserve, protect, and
enhance the Company's  assets while (i) making  distributions  commencing in the
initial year of Company  operations;  (ii)  obtaining  fixed income  through the
receipt of base rent, and increasing  the Company's  income (and  distributions)
and providing  protection against inflation through automatic fixed increases in
base rent or increases  in the base rent based on  increases  in consumer  price
indices over the terms of the leases,  and  obtaining  fixed income  through the
receipt of payments  from Mortgage  Loans and Secured  Equipment  Leases;  (iii)
qualifying and remaining  qualified as a real estate investment trust (a "REIT")
for federal income tax purposes;  and (iv) providing stockholders of the Company
with liquidity of their investment  within five to ten years after  commencement
of the offering,  either in whole or in part,  through (a) listing of the shares
on a national securities exchange or over-the-counter market ("Listing"), or (b)
the commencement of the orderly sale of the Company's  assets,  and distribution
of the proceeds  thereof (outside the ordinary course of business and consistent
with its objective of qualifying as a REIT).

       Pursuant to a  registration  statement on Form S-11 under the  Securities
Act of 1933,  effective  September 18, 1998, the Company  registered for sale on
aggregate of $155,000,000  of shares of common stock (the "Shares")  (15,500,000
Shares at $10 per Share),  500,000 of such Shares available only to stockholders
who elect to  participate  in the Company's  reinvestment  plan. The offering of
Shares of the Company  commenced on September  18, 1998,  and will  terminate no
later than September 18, 1999,  unless the Company elects to extend it to a date
no later than  September  18, 2000,  in states that permit such  extension.  The
Board of Directors may determine to engage in future  offerings of common stock,
up to the number of unissued authorized shares of common stock available.

       The  managing  dealer of the  offering  of Shares of the  Company  is CNL
Securities Corp., an affiliate of the Company.



<PAGE>


       This information contains  forward-looking  statements within the meaning
of Section 27A of the  Securities  Act of 1933 and Section 21E of the Securities
Exchange  Act of 1934.  Although  the  Company  believes  that the  expectations
reflected  in  such   forward-looking   statements  are  based  upon  reasonable
assumptions, the Company's actual results could differ materially from those set
forth in the forward-looking statements. Certain factors that might cause such a
difference  include  the  following:  changes  in general  economic  conditions,
changes in local real  estate  conditions,  availability  of  proceeds  from the
Company's  offering,  the  ability of the  Company to obtain a line of credit or
permanent  financing on satisfactory terms, the ability of the Company to locate
suitable  tenants for its  Properties  and borrowers for its Mortgage  Loans and
Secured  Equipment  Leases,  and the  ability of tenants and  borrowers  to make
payments under their  respective  leases,  Mortgage  Loans or Secured  Equipment
Leases.

Liquidity and Capital Resources

       During the period December 22, 1997 (date of inception) to June 30, 1999,
a capital  contribution  of $200,000  from CNL Health Care  Advisors,  Inc. (the
"Advisor") was the Company's sole source of capital.

       As of June 30, 1999,  the Company had received  subscription  proceeds of
$2,490,300  (249,030 Shares),  which were being held in escrow until the Company
received  aggregate  subscription  proceeds  of at  least  $2,500,000  from  the
offering.  As of July 13, 1999, the Company had received aggregate  subscription
proceeds of  $2,751,052,  and $2,526,052 of the funds were released from escrow.
Subscription proceeds from Pennsylvania  investors which totalled $225,000 as of
July 13,  1999  will be held in  escrow  until the  Company  receives  aggregate
subscription  proceeds of at least $7,775,000.  As of July 22, 1999, the Company
had  approximately  $2,200,000  available to invest in  Properties  and Mortgage
Loans following the deduction of selling commissions,  marketing support and due
diligence expense  reimbursement  fees,  organizational and offering expenses of
approximately three percent, and acquisition fees.

       The Company expects to use net offering  proceeds from the sale of Shares
to purchase Properties and to invest in Mortgage Loans. In addition, the Company
intends to borrow money to acquire  assets and to pay certain  related fees. The
Company  intends to  encumber  assets in  connection  with such  borrowing.  The
Company plans to obtain a revolving line of credit  initially in an amount up to
$45,000,000  (the "Line of Credit").  The Company also plans to obtain permanent
financing ("Permanent  Financing").  Although the Board of Directors anticipates
that the Line of Credit  initially may be in the amount of  $45,000,000  and the
aggregate  amount  of  any  Permanent  Financing  shall  not  exceed  30% of the
Company's total assets, the maximum amount the Company may borrow is 300% of the
Company's net assets.  The Company has engaged in preliminary  discussions  with
potential  lenders but has not yet received a commitment  for the Line of Credit
or any  Permanent  Financing  and there is no  assurance  that the Company  will
obtain the Line of Credit or any Permanent Financing on satisfactory terms.

       At June 30, 1999 and December 31, 1998,  the Company's  total assets were
$1,592,442  and $976,579,  respectively.  The increase in total assets  reflects
deferred  offering  expenses and acquisition fees incurred during the six months
ended June 30, 1999.



<PAGE>


Liquidity and Capital Resources - Continued

       During the six months  ended June 30,  1999 and 1998,  affiliates  of the
Company incurred $230,831 and $162,854, respectively, for certain organizational
and offering  expenses.  As of June 30, 1999 and December 31, 1998,  the Company
owed affiliates $1,388,203 and $685,372,  respectively, for such amounts, unpaid
selling commissions,  marketing support and due diligence expense  reimbursement
fees,  and  acquisition  fees and  administrative  expenses.  The Advisor of the
Company has agreed to pay all  organizational  and offering expenses  (excluding
selling   commissions   and  marketing   support  and  due   diligence   expense
reimbursement fees) in excess of three percent of the gross offering proceeds.

       Due to anticipated low operating  expenses,  rental income expected to be
obtained  from  Properties  after they are  acquired,  the fact that the Line of
Credit and Permanent  Financing  have not been obtained and that the Company has
not entered into Mortgage Loans or Secured Equipment Leases, management does not
believe that working capital reserves will be necessary at this time. Management
has the right to cause the Company to maintain reserves if, in their discretion,
they determine such reserves are required to meet the Company's  working capital
needs.

       As of June 30, 1999,  the Company had not entered  into any  arrangements
creating a  reasonable  probability  that a Property  would be  acquired  by the
Company or that a particular  Mortgage Loan or Secured  Equipment Lease would be
funded.  The  number of  Properties  to be  acquired  and  Mortgage  Loans to be
invested  in will  depend  upon the  amount of net  offering  proceeds  and loan
proceeds  available to the  Company.  The amount  invested in Secured  Equipment
Leases is not expected to exceed 10% of the Company's total assets.

       Management  expects that the cash to be generated from operations will be
adequate to pay operating expenses and to make distributions to stockholders.

Results of Operations

       As of June 30, 1999, no significant  operations had commenced because the
Company was in its development stage. No operations  commenced until the Company
received  the  minimum  offering  proceeds  of  $2,500,000  on  July  13,  1999.
Management  is not  aware of any  known  trends  or  uncertainties,  other  than
national  economic  conditions,  which  may  reasonably  be  expected  to have a
material  impact,  favorable  or  unfavorable,  on  revenues  or income from the
acquisition and operation of the Properties.


<PAGE>


Year 2000 Compliance

       The  Year  2000  problem   concerns  the  inability  of  information  and
non-information   technology   systems  to   properly   recognize   and  process
date-sensitive information beyond January 1, 2000. The Company does not have any
information or non-information technology systems. The Advisor and affiliates of
the  Advisor  provide  all  services   requiring  the  use  of  information  and
non-information  technology  systems pursuant to an advisory  agreement with the
Company.  The  information  technology  system of the  affiliates of the Advisor
consists of a network of personal computers and servers built using hardware and
software from mainstream  suppliers.  The non-information  technology systems of
the  affiliates  of the  Advisor  are  primarily  facility  related  and include
building  security  systems,  elevators,  fire  suppressions,  HVAC,  electrical
systems and other  utilities.  The  affiliates of the Advisor have no internally
generated  programmed  software coding to correct,  as substantially  all of the
software  utilized by the Advisor and  affiliates  is purchased or licensed from
external providers.

       In early 1998,  the Advisor and  affiliates  formed a Year 2000 committee
(the "Y2K Team") for the purpose of  identifying,  understanding  and addressing
the various issues  associated with Year 2000 compliance.  The Y2K Team consists
of members from the Advisor and its affiliates,  including  representatives from
senior  management,  information  systems,  telecommunications,   legal,  office
management,  accounting and property management.  The Y2K Team's initial step in
assessing the Company's Year 2000 ("Y2K") readiness  consists of identifying any
systems that are date  sensitive  and,  accordingly,  could have  potential  Y2K
problems. The Y2K Team is in the process of conducting  inspections,  interviews
and tests to identify which of the systems of the Advisor and  affiliates  could
have a potential Y2K problem.

       The information  system of the Advisor and its affiliates is comprised of
hardware and software applications from mainstream suppliers;  accordingly,  the
Y2K  Team  is  in  the  process  of  contacting  the   respective   vendors  and
manufacturers to verify the Y2K compliance of their products.  In addition,  the
Y2K Team has also requested and is evaluating documentation from other companies
with which the Company has a material  third party  relationship,  including the
Company's major vendors,  financial institutions and transfer agent. The Company
depends on its financial  institutions for availability of cash and its transfer
agent  to  maintain  and  track  investor  information.  The Y2K  Team  has also
requested and is evaluating  documentation from the  non-information  technology
systems providers of the Advisor and affiliates.  Although the Advisor continues
to receive positive responses from its third party relationships regarding their
Y2K compliance,  the Advisor cannot be assured that the financial  institutions,
transfer agent,  other vendors and  non-information  technology system providers
have adequately  considered the impact of the Year 2000. The Advisor is not able
to measure the effect on the operations of the Advisor and its affiliates of any
third party's failure to adequately address the impact of the Year 2000.


<PAGE>


Year 2000 Compliance - Continued

       The Advisor  and its  affiliates  have  identified  and have  implemented
upgrades  for  certain  hardware  equipment.  In  addition,  the Advisor and its
affiliates  have identified  certain  software  applications  which will require
upgrades  to become  Year  2000  compliant.  The  Advisor  expects  all of these
upgrades as well as any other  necessary  remedial  measures on the  information
technology systems used in the business activities and operations of the Company
to be completed by September 30, 1999;  although,  the Advisor cannot be assured
that the upgrade  solutions  provided by the vendors have addressed all possible
Year 2000  issues.  The Advisor does not expect the  aggregate  cost of the Year
2000  remedial  measures  to be material  to the  results of  operations  of the
Company.

       The Advisor and affiliates have received certification from the Company's
transfer agent of its Y2K  compliance.  Due to the material  relationship of the
Company  with its  transfer  agent,  the Y2K Team is  evaluating  the Year  2000
compliance  of the  systems  of the  transfer  agent  and  expects  to have  the
evaluation  completed by September 30, 1999.  Despite the positive response from
the transfer agent and the evaluation of the transfer  agent's system by the Y2K
Team,  the Advisor  cannot be assured that the transfer  agent has addressed all
possible Year 2000 issues.  In the event that the systems of the transfer  agent
are not Y2K compliant,  the worst case scenario of the Advisor would be that the
Advisor would have to allocate  resources to internally perform the functions of
the transfer agent.  The Advisor does not anticipate that the additional cost of
these resources would have a material impact on the Company.

       Based  upon  the  progress  the  Advisor  and  affiliates  have  made  in
addressing  the Year 2000 issues and their plan and  timeline  to  complete  the
compliance  program,  the Advisor does not foresee  significant risks associated
with its Year 2000  compliance  at this time.  The Advisor  plans to address its
significant  Y2K issues prior to being affected by them;  therefore,  it has not
developed a comprehensive  contingency plan.  However, if the Advisor identifies
significant  risks  related  to its  Year  2000  compliance  or if its  progress
deviates from the  anticipated  timeline,  the Advisor will develop  contingency
plans as deemed necessary at that time.

ITEM 3.        QUANTITATIVE AND QUALITATIVE DISCLOSURES
               ABOUT MARKET RISK

       Not applicable.



<PAGE>


                           PART II. OTHER INFORMATION


Item 1.        Legal Proceedings.  Inapplicable.

Item 2.        Changes in Securities and Use of Proceeds.

               (d)      The  information  required  by this item is set forth in
                        Part 1. Item 2. Management's  Discussion and Analysis of
                        Financial  Condition  and Results of  Operations  and is
                        hereby incorporated by reference.

Item 3.        Defaults upon Senior Securities.  Inapplicable.

Item 4.        Submission of Matters to a Vote of Security Holders.  None.

Item 5.        Other Information.  Inapplicable.

Item 6.        Exhibits and Reports on Form 8-K.

               (a)      Exhibits:

                        *3.1     CNL Health Care Properties, Inc. Articles
                                 of Incorporation

                        *3.2     Form of CNL Health Care Properties, Inc.
                                 Amended and Restated Articles of Incorporation

                        *3.3     Form of CNL Health Care Properties, Inc. Bylaws

                         4.1    CNL Health  Care  Properties,  Inc.  Articles of
                                Incorporation   (Filed   as   Exhibit   3.1  and
                                incorporated here by reference.)

                         4.2    Form of CNL Health Care Properties, Inc. Amended
                                and Restated Articles of Incorporation (Filed as
                                Exhibit  3.2   and   incorporated    herein   by
                                reference.)

                         4.3   Form of CNL Health Care Properties, Inc. Bylaws
                               (Filed as Exhibit 3.3 and incorporated herein by
                               reference.)

                        *4.4   Form of Reinvestment Plan

                        *10.1  Form of Escrow Agreement between CNL Health Care
                               Properties, Inc. and SouthTrust Asset Management
                               Company of Florida, N.A.

                        *10.2  Form of Advisory Agreement

                        *10.3  Form of Joint Venture Agreement

                        *10.4  Form of Indemnification and Purchase Agreement

                        *10.5  Form of Unconditional Guaranty of Payment and
                               Performance

                        *10.6  Form of Purchase Agreement

                        *10.7  Form of Lease Agreement including Rent Addendum,
                               Construction Addendum and Memorandum of Lease

                        *10.8  Form of Reinvestment Plan

                        *10.9  Form of Indemnification Agreement

                         27    Financial Data Schedule (Filed herewith.)

               *Previously filed

               (b) No reports on Form 8-K were filed during the quarter ended
                   June 30, 1999.



<PAGE>




                                   SIGNATURES


       Pursuant to the  requirements of the Securities  Exchange Act of 1934, as
amended,  the  registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

               DATED this 5th day of August, 1999.


                        CNL HEALTH CARE PROPERTIES, INC.

                          By:     /s/ James M. Seneff, Jr.
                                  --------------------------------
                                  JAMES M. SENEFF, JR.
                                  Chairman of the Board and
                                  Chief Executive Officer
                                  (Principal Executive Officer)


                           By:    /s/ Robert A. Bourne
                                  ---------------------------------
                                  ROBERT A. BOURNE
                                  Director and President
                                  (Principal Financial and
                                  Accounting Officer)


<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     (Replace this text with the legend)
</LEGEND>

<S>                                            <C>
<PERIOD-TYPE>                                  6-mos
<FISCAL-YEAR-END>                              Dec-31-1999
<PERIOD-START>                                 Jan-01-1999
<PERIOD-END>                                   Jun-30-1999
<CASH>                                         92
<SECURITIES>                                   0
<RECEIVABLES>                                  0
<ALLOWANCES>                                   0
<INVENTORY>                                    0
<CURRENT-ASSETS>                               0 <F1>
<PP&E>                                         0
<DEPRECIATION>                                 0
<TOTAL-ASSETS>                                 1,592,442
<CURRENT-LIABILITIES>                          0 <F1>
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       200
<OTHER-SE>                                     199,800
<TOTAL-LIABILITY-AND-EQUITY>                   1,592,442
<SALES>                                        0
<TOTAL-REVENUES>                               0
<CGS>                                          0
<TOTAL-COSTS>                                  0
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             0
<INCOME-PRETAX>                                0
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            0
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   0
<EPS-BASIC>                                  0
<EPS-DILUTED>                                  0
<FN>
<F1>Due to the nature of the industry, CNL Health Care Properties, Inc. has an
unclassified balance sheet; therefore, no values are shown above for current
assets and current liabilities.
</FN>



</TABLE>


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