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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE
ACT OF 1934
(AMENDMENT NO. 2)
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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)
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AMENDMENT NO. 2 TO SCHEDULE 14D-1
This Amendment No. 2 amends the Offer to Purchase originally filed by Redwood
Investors, LLC, a Delaware limited partnership (the "Purchaser") on Schedule
14D-1 filed with the Securities and Exchange Commission on June 4, 1998, as
amended by Amendment No. 1 filed with the Commission on June 11, 1998 (the
"Schedule 14D-1"), 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 of
Limited Partnership Interest ("Units"), upon the terms and conditions set forth
in the Offer to Purchase dated June 4, 1998 (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.
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ITEM 10. ADDITIONAL INFORMATION
(f) The Offer has been extended to midnight, Pacific Time, on July 31,
1998. On July 15, 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) (9) to this Amendment No. 2 and is
incorporated herein by reference in its entirety.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
(a) (9) 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 15, 1998 REDWOOD INVESTORS, LLC
By: Arlen Capital, LLC
its Manager
By: /s/ DON AUGUSTINE
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Don Augustine, Manager
ARLEN CAPITAL, LLC
By: /s/ DON AUGUSTINE
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Don Augustine, Manager
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EXHIBIT (a) (5)
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
July 31, 1998. To date, approximately 52,100 (".006%") Shares of ILM Senior
Living, Inc. and approximately 12,500 (".002%") Shares of ILM II Senior Living,
Inc. have been tendered to Purchaser and not withdrawn. Purchaser will acquire
up to an additional 647,900 Shares of ILM Senior Living, Inc. (up to 9.3% of the
issued and outstanding Shares of the Company) and up to an additional 487,500
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.
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