CNL HEALTH CARE PROPERTIES INC
8-K, 2000-05-01
REAL ESTATE INVESTMENT TRUSTS
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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): April 20, 2000







                        CNL HEALTH CARE PROPERTIES, INC.
               (Exact Name of Registrant as Specified in Charter)

<TABLE>
<CAPTION>

<S> <C>

                   Florida                            333-47411                         59-3491443
        (State or other jurisdiction          (Commission File Number)                 (IRS Employer
              of incorporation)                                                     Identification No.)


                              450 South Orange Avenue                                   32801
                                  Orlando, Florida                                   (Zip Code)
                      (Address of principal executive offices)

</TABLE>


       Registrant's telephone number, including area code: (407) 650-1000


<PAGE>



Item 2.       Acquisition or Disposition of Assets.

         Brighton Gardens(R) by Marriott(R) located in Orland Park, Illinois. On
April 20, 2000, the Company acquired a Brighton Gardens assisted living Property
located in Orland Park,  Illinois (the "Orland Park  Property") for  $13,848,900
from Marriott Senior Living Services,  Inc. The Company,  as lessor, has entered
into a long-term lease agreement relating to this Property. The general terms of
the lease  agreement  are  described in the section of the  Prospectus  entitled
"Business --  Description  of Property  Leases." The  principal  features of the
lease are as follows:

o        The initial term of the lease expires in 15 years.

o        At the end of the  initial  lease  term,  the  tenant  will  have  four
         consecutive renewal options of five years each.

o        The lease will require minimum rent payments of $1,350,268 per year for
         the first and second  lease  years and  $1,384,890  for each lease year
         thereafter.

o        In addition to minimum  rent,  the lease will require  percentage  rent
         equal to seven  percent of gross  revenues  in excess of the  "Baseline
         Gross  Revenues." The Baseline Gross Revenues will be established  when
         the facility  achieves  average  occupancy of 93% for four  consecutive
         quarters.

o        A security deposit equal to $553,956 will be retained by the Company as
         security for the tenant's obligations under the lease.

o        The tenant has  established  a reserve  fund which will be used for the
         replacement and renewal of furniture,  fixtures and equipment  relating
         to the assisted living Property (the "FF&E  Reserve").  Deposits to the
         FF&E Reserve are made every four weeks as follows: 1% of gross receipts
         for the first through  fourth lease year; 2% of gross  receipts for the
         fifth through  eighth lease year;  and 3% of gross receipts every lease
         year thereafter.

 o       Marriott International, Inc. will, with certain limitations,  guarantee
         the  tenant's  obligation  to pay  minimum  rent under the  lease.  The
         guarantee  terminates on the earlier of the end of the fifth lease year
         or at such time as the net operating  income from the Property  exceeds
         minimum  rent due  under  the  lease by 25% for any  trailing  12-month
         period. The maximum amount of the guarantee is $2,769,780.

         The estimated  federal income tax basis of the  depreciable  portion of
the Orland Park Property is approximately $12.5 million.

         Orland Park Property. The Orland Park Property, which opened in October
1999,  is a newly  constructed  Brighton  Gardens by Marriott  located in Orland
Park,  Illinois.  The Orland Park Property includes 82 assisted living units and
24  special  care  units for  residents  with  Alzheimer's  and  related  memory
disorders. The facility provides assistance with daily living activities such as
bathing,  dressing and medication reminders.  Special amenities include a common
activities  room and common  dining  room, a private  dining  area,  library and
garden. The assisted living community, which is located southwest of Chicago, is
approximately six miles from two medical  facilities,  Palos Community  Hospital
and Oak  Forest  Community  Hospital,  and less than two miles  from the  Orland
Square  Shopping  Center.  According  to a report  published  by Project  Market
Decision and Claritas,  a research and data collection firm, the greater Chicago
area is the third largest  seniors  market in the country with more than 263,800
seniors age 75 and older. The number of seniors in the ten-mile area surrounding


<PAGE>


the  Property is expected to grow by 11%  between  1999 and 2004.  Other  senior
living  facilities  located in  proximity  to the Orland Park  Property  include
Victorian  Village,  Sunrise of Palos  Park,  Peace  Memorial  Village and Arden
Courts of Manor Drive. The average  occupancy rate and the revenue per available
unit for the period the assisted  living  facility has been  operational  are as
follows:


               Orland Park Property
 ----------------------------------------------------
                    Average             Revenue
                   Occupancy         per Available
   Year              Rate                Unit
- ------------     --------------     ----------------

      *1999         23.30%              $118.11
     **2000         36.30%              $109.89


* Data for the Orland  Park  Property  represents  the period  October  11, 1999
  through  December 31, 1999.
**Data for 2000  represents  the period  January 1,
  2000 through March 24, 2000.

         The Company believes that the results achieved by the Property for 1999
and year-to-date 2000, are not indicative of its long-term operating  potential,
as the  Property  had been open for less than six months  during  the  reporting
period.

         Marriott  Brands.  Brighton  Gardens  by  Marriott  is  a  quality-tier
assisted living concept which  generally has 90 assisted  living suites,  and in
certain  locations,  30 to 45 nursing beds in a community.  In some communities,
separate  on-site  centers  also provide  specialized  care for  residents  with
Alzheimer's   or  other   memory-related   disorders.   According   to  Marriott
International,  Inc.'s 1999 Form 10-K,  Marriott Senior Living  Services,  Inc.,
which is a wholly owned subsidiary of Marriott International,  Inc., operates 99
assisted senior living communities principally under the names "Brighton Gardens
by Marriott,"  "Village  Oaks," and "Marriott  MapleRidge,"  and 45  independent
living communities.  Marriott Senior Living Services, Inc. is one of the largest
participants  in the seniors'  housing  industry  with $559 million in sales for
1999.  The  communities  are designed in a  comfortable,  home-like  setting and
provide  residents  with a sense of community  through a variety of  activities,
restaurant-style  dining,  on-site security,  weekly  housekeeping and scheduled
transportation.  The communities  are  distinguished  by an innovative  wellness
program that enables  residents to remain as independent as possible for as long
as possible, while providing a personally tailored program of services and care.
Marriott  Senior  Living  Services,  Inc.  has provided  seniors with  excellent
service and quality  care since 1984.  In 1999,  the  American  Seniors  Housing
Association, a seniors housing trade association, ranked Marriott Seniors Living
Services, Inc. as the nation's second largest manager of senior housing.


<PAGE>


                        CNL HEALTH CARE PROPERTIES, INC.
                STATEMENT OF ESTIMATED TAXABLE OPERATING RESULTS
                         BEFORE DIVIDENDS PAID DEDUCTION
                       PROPERTIES ACQUIRED FROM INCEPTION
                             THROUGH APRIL 20, 2000
                For the Year Ended December 31, 1999 (Unaudited)


         The following schedule presents  unaudited  estimated taxable operating
results before dividends paid deduction of the Property  acquired by the Company
as of  April  20,  2000  The  statement  presents  unaudited  estimated  taxable
operating results for the Property as if it had been acquired and operational on
January 1, 1999 through  December 31, 1999. The schedule should be read in light
of the accompanying footnotes.

         These estimates do not purport to present actual or expected operations
of the Company for any period in the future.  The estimates were prepared on the
basis  described in the  accompanying  notes which should be read in conjunction
herewith.

                                                 Brighton Gardens by Marriott
                                                     Orland Park Property
                                               ---------------------------------
Estimated Taxable Operating
    Results Before Dividends
    Paid Deduction:
Rental Income (1)                                                $1,350,268

FF&E Reserve Income (2)                                              32,476

Asset Management Fees (3)                                           (83,093)

Interest Expense (4)                                               (708,750)

General and Administrative
    Expenses (5)                                                   (110,422)
                                                               -----------

Estimated Cash Available from
    Operations                                                      480,479

Depreciation  and Amortization
    Expense (6) (7)                                                (441,243)
                                                               -----------

Estimated Taxable Operating
    Results Before Dividends
    Paid Deduction                                                 $ 39,236
                                                               ===========

                                  See Footnotes

<PAGE>




FOOTNOTES:

(1)      Rental income does not include  percentage  rents which will become due
         if specified levels of gross receipts are achieved.

(2)      Reserve  funds  will  be  used  for  the  replacement  and  renewal  of
         furniture,  fixtures and equipment  related to the Orland Park Property
         ("FF&E  Reserve").  The  funds in the  FF&E  Reserve  and all  property
         purchased  with the funds from the FF&E Reserve  will be paid,  granted
         and  assigned to the Company.  In  connection  therewith,  FF&E Reserve
         income  will be earned  at 1% of gross  receipts  for  lease  years one
         through four and has been estimated based on projected gross revenues.

(3)      The  Properties  will be  managed  pursuant  to an  advisory  agreement
         between the Company and CNL Health Care Corp. (the "Advisor"), pursuant
         to which the Advisor will receive  monthly asset  management fees in an
         amount equal to  one-twelfth of .60% of the Company's Real Estate Asset
         Value  as of  the  end  of the  preceding  month  as  defined  in  such
         agreement. See "Management Compensation."

(4)      Estimated  at 8.75% per annum based on the bank's base rate as of April
         20, 2000.

(5)      Estimated  at  8%  of  gross  rental  income,  based  on  the  previous
         experience of Affiliate of the Advisor with another public REIT.

(6)      The  estimated  federal  tax basis of the  depreciable  portion  of the
         property  and the number of years the assets have been  depreciated  on
         the straight-line method is as follows:
<TABLE>
<CAPTION>

<S> <C>
                                                                           Furniture and
                                                 Buildings                    Fixtures
                                                (39 years)                  (5-15 years)
                                               --------------             -----------------

         Orland Park Property                     $11,507,105                   $1,023,320
</TABLE>


(7)      Loan costs of $55,917  (.5%  origination  fee on the $8.1  million from
         borrowings  on the  Line of  Credit,  legal  fees  and  closing  costs)
         amortized under the straight-line method over a period of five years.


<PAGE>


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

                  (a)     Financial statements of health care property acquired.

                          See Index to Other Financial Statements on page 13.

                  (b)     Pro forma financial information.

                          See Index to Pro Forma Financial Statements on page 7.

                  (c)     Exhibits:

                          None.


<PAGE>


SIGNATURES


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

                        CNL HOSPITALITY PROPERTIES, INC.


Dated:  April 28, 2000                      By:      /s/ Robert A. Bourne
                                                     ---------------------------
                                                     ROBERT A. BOURNE, President



<PAGE>


                        CNL HEALTH CARE PROPERTIES, INC.
                                AND SUBSIDIARIES

                     INDEX TO PRO FORMAFINANCIAL STATEMENTS


Pro Forma Consolidated Financial Information (Unaudited):

     Unaudited Pro Forma Consolidated Balance Sheet as of December 31, 1999

     Unaudited Pro Forma Consolidated Statement of Operations for the year ended
       December 31, 1999

     Notes to Unaudited Pro Forma Consolidated Financial Statements for the year
       ended December 31, 1999


<PAGE>


                  PRO FORMA CONSOLIDATED FINANCIAL INFORMATION



         The  following  Unaudited Pro Forma  Consolidated  Balance Sheet of CNL
Health Care Properties,  Inc. and  subsidiaries  (the "Company") gives effect to
(i) the receipt of an initial capital contribution of $200,000 from the Advisor,
$5,200,283 in gross offering  proceeds from the sale of 520,028 shares of common
stock  for  the  period  from  inception  through  December  31,  1999,  and the
application of such funds to pay offering expenses and miscellaneous acquisition
expenses,  (ii) the receipt of  $1,506,101 in gross  offering  proceeds from the
sale of 150,610  additional  shares for the period January 1, 2000 through April
20,  2000 and the receipt of  $8,100,000  from  borrowings  on a line of credit,
(iii) the  application  of such funds to purchase a property and to pay offering
expenses,  acquisition  fees  and  miscellaneous  acquisition  expenses,  all as
reflected  in the pro forma  adjustments  described  in the related  notes.  The
Unaudited Pro Forma Consolidated Balance Sheet as of December 31, 1999, includes
the  transactions  described in (i) above,  from its  historical  balance sheet,
adjusted to give effect to the  transactions  in (ii) and (iii) above as if they
had occurred on December 31, 1999.

         The Unaudited Pro Forma  Consolidated  Statement of Operations  for the
year ended  December 31, 1999,  includes the  operating  results of the property
described in (iii) above from the date the property  became  operational  to the
end of the pro forma period presented.

         This pro forma  consolidated  financial  information  is presented  for
informational  purposes  only and  does  not  purport  to be  indicative  of the
Company's  financial results or condition if the various events and transactions
reflected  therein  had  occurred  on the  dates,  or been in effect  during the
periods, indicated. This pro forma consolidated financial information should not
be viewed as indicative of the Company's  financial results or conditions in the
future.



<PAGE>


                        CNL HEALTH CARE PROPERTIES, INC.
                                AND SUBSIDIARIES
                 UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 1999


<TABLE>
<CAPTION>

                                                                                   Pro Forma
                       ASSETS                           Historical                Adjustments                Pro Forma
                                                       --------------            --------------            ---------------
<S> <C>
Land, buildings and equipment on operating
    leases                                                    $   --                $ 14,610,170    (a)        $ 14,610,170
Cash and cash equivalents                                    4,744,222                (4,232,890)   (a)             511,332
Loan costs                                                        --                      55,917    (a)              55,917
Other assets                                                   344,338                  (312,210)   (a)              32,128
                                                        ==============            ==============            ===============
                                                         $   5,088,560              $ 10,120,987               $ 15,209,547
                                                        ==============            ==============            ===============


            LIABILITIES AND STOCKHOLDERS'
                       EQUITY

Liabilities:
    Line of credit                                           $    --                $  8,100,000    (a)        $  8,100,000
    Accounts payable and accrued expenses                       21,167                       --                      21,167
    Due to related parties                                   1,775,256                    81,419    (a)           1,856,675
    Security deposits                                             --                     553,956    (a)             553,956
                                                        --------------            --------------            ---------------
          Total liabilities                                  1,796,423                 8,735,375                 10,531,798
                                                        --------------            --------------            ---------------

Stockholders' equity:
    Preferred stock, without par value.
       Authorized and unissued 3,000,000 shares                    --                         --                         --
    Excess shares, $0.01 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 540,028 shares; issued and
          outstanding, as adjusted, 690,638 shares               5,400                     1,506    (a)               6,906
    Capital in excess of par value                           3,365,531                 1,384,106    (a)           4,749,637
    Accumulated deficit                                        (78,794)                      --                     (78,794)
                                                        --------------            --------------            ---------------
          Total stockholders' equity                         3,292,137                 1,385,612                  4,677,749
                                                        ==============            ==============            ===============
                                                           $ 5,088,560              $ 10,120,987               $ 15,209,547
                                                        ==============            ==============            ===============




 See accompanying notes to unaudited pro forma consolidated financial statements.

</TABLE>

<PAGE>


                        CNL HEALTH CARE PROPERTIES, INC.
                                AND SUBSIDIARIES
            UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                          YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>


                                                                                  Pro Forma
                                                         Historical               Adjustments                Pro Forma
                                                      ---------------          --------------             -------------
<S> <C>
Revenues:
    Rental income from operating leases                      $    --               $  307,964    (1)         $  307,964
    FF&E reserve income                                           --                    7,296    (2)              7,296
    Interest and other income                                  86,231                 (43,169 )  (3)             43,062
                                                      ---------------          --------------             -------------
                                                               86,231                 272,091                   358,322
                                                      ---------------          --------------             -------------
Expenses:
    Interest                                                      --                  159,750    (4)            159,750
    General operating and administrative                       79,621                      --                    79,621
    Asset management fees to related party                        --                   13,849    (5)             13,849
    Organizational costs                                       35,000                      --                    35,000
    Depreciation and amortization                                 --                   99,983    (6)             99,983
                                                      ---------------          --------------             -------------
                                                              114,621                 273,582                   388,203
                                                                               --------------             -------------
                                                      ---------------

Net Loss                                                   $  (28,390 )            $   (1,491 )               $  (29,881)
                                                      ===============          ==============             =============

Loss Per Share of Common Stock (Basic and
    Diluted) (7)                                            $    (.07 )                                        $    (.06)
                                                      ===============
                                                                                                          =============

Weighted Average Number of Shares of Common
    Stock Outstanding                                         412,713                                           514,035
                                                      ===============                                     =============




 See accompanying notes to unaudited pro forma consolidated financial statements.
</TABLE>


<PAGE>


                        CNL HEALTH CARE PROPERTIES, INC.
                                AND SUBSIDIARIES
                    NOTES TO UNAUDITED PRO FORMA CONSOLIDATED
                              FINANCIAL STATEMENTS
                      FOR THE YEAR ENDED DECEMBER 31, 1999



Unaudited Pro Forma Consolidated Balance Sheet:

(a)      Represents gross proceeds of $1,506,101 from the sale of 150,610 shares
         during the period  January 1, 2000 through April 20, 2000,  the receipt
         of  $8,100,000 on  borrowings  from the line of credit,  the receipt of
         $553,956 from the lessee as a security  deposit and  $4,232,890 of cash
         and cash  equivalents  used (i) to acquire a property for  $13,848,900,
         (ii) to pay acquisition  fees and costs of $301,788  ($234,013 of which
         was accrued as due to related  parties at December 31, 1999),  (iii) to
         pay selling  commissions and offering expenses  (syndication  costs) of
         $186,342 which have been netted against  stockholders'  equity ($65,853
         of which was accrued and due to related  parties at December  31, 1999)
         and (iv) to pay loan costs of $55,917 related to the assumed borrowings
         from the line of credit.  Also  represents  the  accrual of $381,285 of
         acquisition fees and miscellaneous acquisition costs.

Unaudited Pro Forma Consolidated Statement of Operations:

(1)      Represents  adjustment to rental income from  operating  leases for the
         property  acquired  by the Company as of April 20, 2000 (the "Pro Forma
         Property"),  for the period  commencing the date the Pro Forma Property
         became  operational  by the previous  owner to the end of the pro forma
         period  presented.  The date  the Pro  Forma  Property  is  treated  as
         becoming operational as a rental property for purposes of the Pro Forma
         Consolidated Statement of Operations was October 11, 1999.

         The lease  provides for the payment of  percentage  rent in addition to
         base rental income; however, no percentage rent was due under the lease
         for the Pro Forma  Property  during the portion of 1999 the Company was
         assumed to have held the property.

(2)      Represents  reserve  funds which will be used for the  replacement  and
         renewal of furniture,  fixtures and equipment relating to the Pro Forma
         Property  (the "FF&E  Reserve").  The funds in the FF&E Reserve and all
         property  purchased  with  funds  from the FF&E  Reserve  will be paid,
         granted and  assigned to the Company.  In  connection  therewith,  FF&E
         Reserve income was earned at approximately $2,700 per month.

(3)      Represents  adjustment  to interest  income due to the  decrease in the
         amount of cash  available for investment in interest  bearing  accounts
         during the period  commencing  the date the Pro Forma  Property  became
         operational  by the  previous  owner  through  the end of the pro forma
         period  presented,  as described in Note (1). The  estimated  pro forma
         adjustment  is based upon the fact that  interest  income from interest
         bearing accounts was earned at a rate of approximately five percent per
         annum by the Company during the year ended December 31, 1999.

(4)      Represents  adjustment to interest  expense incurred at a rate of 8.75%
         per annum in connection  with the assumed  borrowings  from the line of
         credit of $8,100,000 on October 11, 1999.

(5)      Represents  increase in asset management fees relating to the Pro Forma
         Property  for the  period  commencing  the date the Pro Forma  Property
         became  operational  by the previous  owners through the end of the pro
         forma period presented, as described in Note (1). Asset management fees
         are equal to 0.60% per year of the Company's Real Estate Asset Value as
         defined in the Company's prospectus.



<PAGE>


                        CNL HEALTH CARE PROPERTIES, INC.
                                AND SUBSIDIARIES
                    NOTES TO UNAUDITED PRO FORMA CONSOLIDATED
                        FINANCIAL STATEMENTS - CONTINUED
                      FOR THE YEAR ENDED DECEMBER 31, 1999



Unaudited Pro Forma Consolidated Statement of Operations - Continued:


(6)      Represents  increase in  depreciation  expense of the  building and the
         furniture,  fixture and  equipment  ("FF&E")  portions of the Pro Forma
         Property  accounted  for as operating  leases  using the  straight-line
         method.  The building and FF&E are depreciated  over useful lives of 40
         and seven years, respectively. Also represents amortization of the loan
         costs of $55,917 (.5% origination fee on the $8,100,000 from borrowings
         on the  line of  credit,  associated  legal  fees  and  closing  costs)
         amortized under the straight-line method over a period of five years.

(7)      Historical  earnings per share were calculated  based upon the weighted
         average  number of shares of common stock  outstanding  during the year
         ended December 31, 1999.

         As a result of the Pro Forma  Property  being  treated in the Pro Forma
         Consolidated  Statement of Operations as operational  since October 11,
         1999, the Company assumed  approximately 670,638 shares of common stock
         were  sold,  and the  net  offering  proceeds  were  available  for the
         purchase of this property.  Due to the fact that approximately  150,610
         of these shares of common stock were actually sold subsequently, during
         the period  January 1, 2000 and April 20, 2000,  the  weighted  average
         number of shares outstanding for the pro forma period was adjusted.



<PAGE>

                       INDEX TO OTHER FINANCIAL STATEMENTS



The following financial information is provided in connection with the Company's
pending acquisition of the Orland Park Property. Due to the fact that the tenant
of the Company is a newly formed entity,  the information  presented  represents
the historical  financial  information of the operations of the assisted  living
facility.  The Orland Park Property became operational on October 11, 1999. This
information was obtained from the seller of the Property. The Company intends to
acquire the Property and will not own any interest in the tenant's operations of
the assisted living facility. For information on the Property and the long-term,
triple-net  lease in which the Company intends to enter,  see the section of the
Prospectus entitled "Business --Pending Investments."


BRIGHTON GARDENS BY MARRIOTT
Orland Park, Illinois
(An Unincorporated Division of Marriott Senior Living Services, Inc.)
<TABLE>
<CAPTION>

<S> <C>
Audited Financial Statements:

    Report of Independent Certified Public Accountants

    Statement of Assets and Liabilities as of December 31, 1999

    Statement of Revenues and Operating Expenses for the period October 11, 1999
     (date of opening) through December 31, 1999

    Statement of Excess of Assets Over Liabilities for the period October 11, 1999
     (date of opening) through December 31, 1999

    Statement of Cash Flows for the period October 11, 1999 (date of opening) through
     December 31, 1999

    Notes to Financial Statements for the period October 11, 1999 (date of opening) through
     December 31, 1999

</TABLE>

<PAGE>








               Report of Independent Certified Public Accountants



To the Board of Directors
Marriott Senior Living Services, Inc.


In our opinion,  the  accompanying  statement of assets and  liabilities and the
related statements of revenues and operating expenses,  of excess of assets over
liabilities  and of cash flows present  fairly,  in all material  respects,  the
financial  position of Brighton Gardens by Marriott,  Orland Park,  Illinois (an
unincorporated  division of Marriott Senior Living  Services,  Inc.) at December
31, 1999,  and the results of its  operations  and its cash flows for the period
from October 11, 1999 (date of opening) to December 31, 1999 in conformity  with
accounting  principles  generally accepted in the United States. These financial
statements   are  the   responsibility   of  the   Company's   management;   our
responsibility  is to express an opinion on these financial  statements based on
our  audit.  We  conducted  our audit of these  statements  in  accordance  with
auditing standards generally accepted in the United States which require that we
plan and  perform the audit to obtain  reasonable  assurance  about  whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates made by management,  and evaluating the overall financial
statement  presentation.  We believe that our audit provides a reasonable  basis
for the opinion expressed above.



/s/ PricewaterhouseCoopers LLP

Orlando, Florida
March 20, 2000


<PAGE>



Brighton Gardens by Marrriott
Orland Park, Illinois
(An Unincorporated Division of Marriott Senior Living Services, Inc.)
Statement of Assets and Liabilities
December 31, 1999
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>


                                     Assets
<S> <C>
Current Assets:
    Cash                                                                        $   16,529
    Accounts receivable                                                              7,333
    Other assets                                                                     7,759
                                                                              ------------
          Total current assets                                                      31,621

Property and Equipment, at cost, less
    accumulated depreciation of $90,759                                         12,694,051
                                                                              ------------

                                                                               $12,725,672
                                                                              ============


                Liabilities and Excess of Assets Over Liabilities

Current Liabilities:
    Accounts payable and accrued expenses                                       $   15,224
    Due to Marriott Senior Living Services, Inc.                                   176,559
                                                                              ------------
          Total current liabilities                                                191,783

Excess of Assets Over Liabilities                                               12,533,889
                                                                              ------------

                                                                               $12,725,672
                                                                              ============


</TABLE>

   The accompanying notes are an integral part of these financial statements.


<PAGE>


Brighton Gardens by Marrriott
Orland Park, Illinois
(An Unincorporated Division of Marriott Senior Living Services, Inc.)
Statement of Revenues and Operating Expenses
Period from October 11, 1999 (Date of Opening) through December 31, 1999
- --------------------------------------------------------------------------------



Revenue:
    Resident fees                                                   $ 277,089
    Other income                                                        5,048
                                                              ----------------
                                                                      282,137
                                                              ----------------

Expenses:
    Operating, selling, general and administrative                    442,299
    Depreciation                                                       90,759
                                                              ----------------
                                                                      533,058
                                                              ----------------

Excess of Operating Expenses Over Revenues                         $ (250,921)
                                                              ================



   The accompanying notes are an integral part of these financial statements.


<PAGE>


Brighton Gardens by Marrriott
Orland Park, Illinois
(An Unincorporated Division of Marriott Senior Living Services, Inc.)
Statement of Excess of Assets Over Liabilities
Period from October 11, 1999 (Date of Opening) through December 31, 1999
- --------------------------------------------------------------------------------



Balance at Beginning of Period                                    $        --

    Contribution of property and equipment                         12,784,810

    Excess of operating expenses over revenues                       (250,921)
                                                                 ------------

Excess of Assets Over Liabilities at December 31, 1999            $12,533,889
                                                                 ============


   The accompanying notes are an integral part of these financial statements.


<PAGE>


Brighton Gardens by Marrriott
Orland Park, Illinois
(An Unincorporated Division of Marriott Senior Living Services, Inc.)
Statement of Cash Flows
Period from October 11, 1999 (Date of Opening) through December 31, 1999
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>

<S> <C>

Cash Flows from Operating Activities:
    Net loss                                                                                          $ (250,921)
    Depreciation                                                                                          90,759
    Changes in assets and liabilities:
       Decrease (increase) in assets:
          Increase in accounts receivable                                                                 (7,333)
          Increase in other assets                                                                        (7,759)
       Increase (decrease) in liabilities:
          Increase in accounts payable and accrued expenses                                               15,224
          Increase in due to Marriott Senior Living Services, Inc.                                       176,559
                                                                                                -----------------

                Net cash provided by operating activities                                                 16,529

Cash at Beginning of Period                                                                                    --
                                                                                                -----------------

Cash at End of Period                                                                                  $  16,529
                                                                                                =================

</TABLE>

Summary of Non-Cash Financing Transaction:

    On October 11,  1999,  the  property  became  operational  and  property and
       equipment  with a cost of $12,784,810  were  recognized as a contribution
       from Marriott Senior Living Services, Inc.


   The accompanying notes are an integral part of these financial statements.


<PAGE>


Brighton Gardens by Marrriott
Orland Park, Illinois
(An Unincorporated Division of Marriott Senior Living Services, Inc.)
Notes to Financial Statements
Period from October 11, 1999 (Date of Opening) through December 31, 1999
- --------------------------------------------------------------------------------

1.       Organization and Nature of Business:

         Brighton  Gardens by Marriott (the  "Property")  is an  assisted-living
         facility  located in Orland Park,  Illinois.  The Property  includes 82
         assisted-living  units and 24  Alzheimer's  units.  The  Property is an
         unincorporated  division of Marriott Senior Living Services,  Inc. (the
         "Owner"), a subsidiary of Marriott International, Inc.


2.       Summary of Significant Accounting Policies:

         Significant  accounting policies followed by the Property are described
         below:

         Basis of Presentation
         The  accompanying  statements  have been  prepared to present  only the
         accounts which relate to the Property since it became operational.

         Revenue Recognition
         The  Property   charges  fees  to  residents  of  its   assisted-living
         facilities pursuant to short-term operating lease agreements.  Resident
         fees are  recognized  as revenue  ratably  over the term of the related
         leases.  Other  revenues  are  recognized  as the related  services are
         performed.

         Property and Equipment
         Land is carried at cost.  Buildings and  improvements and equipment are
         carried at cost less accumulated depreciation.  Additions, improvements
         and  expenditures  for repairs and maintenance  that extend the life of
         the  assets  are  capitalized.   Other  expenditures  for  repairs  and
         maintenance are charged to expense.

         Depreciation  is  computed  by the  straight-line  method  based on the
         following estimated useful lives:

         Buildings and improvements                      40 years
         Equipment                                     2-10 years

         Income Taxes
         The  operations  of the Property  does not represent a legal entity for
         income tax reporting  purposes;  therefore,  all income and expenses of
         the  Property  are combined  into the  operations  of the Owner for the
         filing of applicable tax returns.

         Due to Marriott  Senior Living  Services,  Inc.
         Due to Marriott  Senior Living Services,  Inc.  comprises  short-term
         working capital advances made by the Owner to the Property in the
         normal course of business.


<PAGE>


Brighton Gardens by Marrriott
Orland Park, Illinois
(An Unincorporated Division of Marriott Senior Living Services, Inc.)
Notes to Financial Statements - Continued
Period from October 11, 1999 (Date of Opening) through December 31, 1999
- --------------------------------------------------------------------------------

2.       Summary of Significant Accounting Policies - Continued:

         Estimates
         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires management to make estimates
         and  assumptions  that  affect  the  reported  amounts  of  assets  and
         liabilities and disclosure of contingent  assets and liabilities at the
         date of the financial  statements and the reported  amounts of revenues
         and expenses during the reporting  period.  Actual amounts could differ
         from those estimates.


3.       Property and Equipment:

         Property and equipment is comprised of the following:

                   Land                                             $ 1,437,429
                   Building and improvements                         10,377,634
                   Equipment                                            969,747
                                                              ------------------
                                                                     12,784,810
                   Less accumulated depreciation                        (90,759)
                                                              ------------------

                                                                    $12,694,051
                                                              ==================





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