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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 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 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
700,000 shares of common stock $.01 par value ("Shares") of ILM Senior
Living, Inc., a Virginia Corporation, (the "Company"), at $7.00 per Share of
Limited Partnership Interest ("Units"), upon the terms and conditions set
forth in the Offer to Purchase dated June 4, 1998 as amended by Amendment No.
1, 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.
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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) (5) to this
Amendment No. 2 and is incorporated herein by reference in its entirety.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
(a) (6) Text of publication issued by the Purchaser on July 29, 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
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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) (6)
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.
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