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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
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ILM SENIOR LIVING, INC.
(NAME OF THE ISSUER)
ILM SENIOR LIVING, INC.
CAPITAL SENIOR LIVING CORPORATION
CAPITAL SENIOR LIVING ACQUISITION, LLC
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
None
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(CUSIP NUMBER OF CLASS OF SECURITIES)
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<TABLE>
<S> <C>
J. WILLIAM SHARMAN, JR.
CHAIRMAN OF THE BOARD OF DIRECTORS, DAVID R. BRICKMAN
CHIEF EXECUTIVE OFFICER AND PRESIDENT VICE PRESIDENT AND GENERAL COUNSEL
ILM SENIOR LIVING, INC. CAPITAL SENIOR LIVING CORPORATION
8180 GREENSBORO DRIVE, SUITE 850 14160 DALLAS PARKWAY, SUITE 300
MCLEAN, VIRGINIA 22102 DALLAS, TEXAS 75240
(888) 357-3550 (972) 770-5600
</TABLE>
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)
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With Copies to:
<TABLE>
<S> <C>
CLIFFORD E. NEIMETH, ESQ. WINSTON W. WALP, II, ESQ.
GREENBERG TRAURIG JENKENS & GILCHRIST
THE METLIFE BUILDING 1445 ROSS AVENUE
200 PARK AVENUE SUITE 3200
NEW YORK, NEW YORK 10166 DALLAS, TEXAS 75202
(212) 801-9200 (214) 855-4500
</TABLE>
This statement is filed in connection with (check the appropriate box):
a. /x/ The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C, or Rule
13e-3(c) under the Securities Exchange Act of 1934, as
amended.
b. / / The filing of a registration statement under the Securities
Act of 1933, as amended.
c. / / A tender offer.
d. / / None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: /x/
CALCULATION OF FILING FEE
TRANSACTION VALUE* AMOUNT OF FILING FEE
$97,018,000 $19,942.30
* For purposes of calculating the fee only. Assumes the purchase of 7,520,100
shares of ILM Common Stock, $.01 par value, at $12.90 per share in cash.
/x/ Check box if any of the fee is offset as provided by Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
<TABLE>
<S> <C>
Amount previously paid: $19,942.30 Filing party: ILM Senior Living, Inc.
Form or Registration No.: Preliminary Proxy Statement on Schedule 14A Date filed: April 19, 1999
</TABLE>
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This Amendment No. 1 to Rule 13e-3 Transaction Statement on Schedule 13E-3
(this "Statement") is filed by ILM Senior Living, Inc., a Virginia finite life
corporation ("ILM"), Capital Senior Living Corporation, a Delaware corporation
("Capital"), and Capital Senior Living Acquisition, LLC, a Delaware limited
liability company and wholly owned subsidiary of Capital ("Acquisition"),
relating to the merger (the "Merger") of ILM with and into Acquisition, with
Acquisition continuing as the surviving entity. The Merger will be effected
pursuant to the Amended and Restated Agreement and Plan of Merger dated October
19, 1999 (the "Merger Agreement"), among ILM, Capital and Acquisition. Upon the
terms and subject to the conditions of the Merger Agreement, at the effective
time of the Merger, each outstanding share of common stock, $0.01 par value, of
ILM ("ILM Common Stock"), will be converted into the right to receive $12.90 in
cash (less applicable withholding taxes), without any interest thereon.
Concurrently with the filing of this Statement, ILM has filed with the
Commission, pursuant to Rule 101(a)(iii) of Regulation S-T and Rule 14a-6(a), of
Regulation 14A, its revised preliminary proxy statement (the "Proxy Statement")
and related solicitation materials under cover of Schedule 14A in connection
with the special meeting of holders of ILM Common stock to be convened to enable
such holders to vote upon approval of the Merger Agreement (and the transactions
contemplated thereby).
A copy of the Proxy Statement is attached to this Statement as Exhibit (d)
and a copy of the Merger Agreement is attached to the Proxy Statement as
Appendix A. All of the information in this Statement and in the Proxy Statement
concerning ILM was supplied by ILM and all of the information therein concerning
Capital and Acquisition was supplied by Capital.
The cross reference sheet set forth below is supplied pursuant to General
Instruction F to Schedule 13E-3 and indicates the location in the Proxy
Statement of the information required to be included in response to the items of
this Statement. The information in the Proxy Statement, including all appendices
thereto, is incorporated herein by reference and the responses to each item of
this Statement are qualified in their entirety by such disclosures in the Proxy
Statement.
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
ITEM IN SCHEDULE 13E-3 CAPTION OR LOCATION IN THE PROXY STATEMENT
- ------------------------------ ---------------------------------------------------------------------------------
<S> <C>
Item 1(a)..................... Cover Page; "Letter to Shareholders;" "Summary--The Parties in the Merger;"
"Special Factors--The Merger Agreement"
Item 1(b)..................... "Summary--The Parties in the Merger;" "The Special Meeting--Record Date for the
Special Meeting;" "Special Factors--The Merger Agreement"
Item 1(c)..................... "There is No Established Market for ILM's Common Stock; Dividend History"
Item 1(d)..................... "There is No Established Market for ILM's Common Stock; Dividend History"
</TABLE>
2
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<TABLE>
<CAPTION>
ITEM IN SCHEDULE 13E-3 CAPTION OR LOCATION IN THE PROXY STATEMENT
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<S> <C>
Item 1(e)..................... Not Applicable
Item 1(f)..................... Not Applicable
Item 2(a)..................... Cover Page; "Summary--The Parties in the Merger;" "Directors and Executive
Officers"
Item 2(b)-(g)................. "Directors and Executive Officers"
Item 3(a)(1).................. "The ILM Corporate Structure;" "Management's Discussion and Analysis of Financial
Condition and Results of Operations of ILM--Results of Operations;" "Special
Factors--Background of the Merger"
Item 3(a)(2).................. "Special Factors--History;" "Special Factors--Background of the Merger"
Item 3(b)..................... "Special Factors--History;" "Special Factors--Interests of Certain Persons in the
Merger;" "Special Factors--Background of the Merger;" "Management's Discussion
and Analysis of Financial Condition and Results of Operations of ILM--Results of
Operations"
Item 4(a)..................... Cover Page; "Questions and Answers About the Merger;" "Summary--The Merger;"
"Summary--Purposes and Reasons for the Merger;" "Special Factors--The Merger
Agreement;" "Special Factors--The Merger--General;" "Special Factors--Background
of the Merger"
Item 4(b)..................... Not Applicable
Item 5(a), (b)................ "Summary--The Merger;" "Special Factors--The Merger--General;" "Special
Factors--The Merger Agreement"
Item 5(c)..................... "Summary--Interests of Certain Persons in the Merger;" "Special Factors--Plans
and Proposals of ILM and Capital"
Item 5(d)..................... "Summary--Plans or Proposals of ILM and Capital;" "Special Factors--The
Merger--General;" "Special Factors--The Merger Agreement"
Item 5(e)..................... "Summary--Plans or Proposals of ILM and Capital;" "Special Factors--The
Merger--General;" "Special Factors--The Merger Agreement"
Item 5(f)..................... "The Special Meeting--Record Date for the Special Meeting;" "Special
Factors--Plans and Proposals of ILM and Capital"
Item 5(g)..................... "Summary--The Merger;" "Special Factors--The Merger Agreement;" "Special
Factors--Plans and Proposals of ILM and Capital"
</TABLE>
3
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<TABLE>
<CAPTION>
ITEM IN SCHEDULE 13E-3 CAPTION OR LOCATION IN THE PROXY STATEMENT
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<S> <C>
Item 6(a)..................... "Summary--The Merger--The payment you will receive for your shares of ILM stock;"
"Special Factors--The Merger--General;" "Costs and Financing of the Merger"
Item 6(b)..................... "Summary--The Merger--Termination Fees;" "Summary--Payments to our Financial
Advisors;" "Special Factors--Termination Fees; Expenses;" "Costs and Financing of
the Merger"
Item 6(c)..................... "Costs and Financing of the Merger"
Item 6(d)..................... "Costs and Financing of the Merger"
Item 7(a)-(c)................. "Questions and Answers About the Merger;" "Summary--Purposes and Reasons for the
Merger;" "Special Factors--Recommendation of the ILM Board;" "Special Factors--
Background of the Merger;" "Special Factors--Purposes, Alternatives, Timing and
Reasons for the Merger"
Item 7(d)..................... "Summary--The Merger Agreement;" "Special Factors--The Merger--General;"
"Material Federal Income Tax Consequences of the Merger" "Special Factors--Plans
and Proposals of ILM and Capital"
Item 8(a), (b)................ "Summary--Opinion of Our Financial Advisor;" "Questions and Answers About the
Merger;" "Special Factors--The Merger--History;" "Special Factors--Recommendation
of the ILM Board;" "Special Factors--Background of the Merger;" "Special
Factors--Opinion of Cohen & Steers"
Item 8(c)..................... Cover Page; "Questions and Answers About the Merger;" "Summary--The Merger--There
are conditions to completing the merger;" "The Special Meeting;" "Special
Factors--The Merger Agreement"
Item 8(d)..................... "Special Factors--Interests of Certain Persons in the Merger"
Item 8(e)..................... "Letter to Shareholders;" "Special Factors--Recommendation of the ILM Board"
Item 8(f)..................... "Special Factors--Background of the Merger"
Item 9(a)-(c)................. "Summary--Opinion of Our Financial Advisor;" "Special Factors--Recommendation of
the ILM Board;" "Special Factors--Opinion of Cohen & Steers"
Item 10(a).................... "The Special Meeting--Beneficial Ownership by Directors;" "Special
Factors--Interests of Certain Persons in the Merger"
Item 10(b).................... Not Applicable
Item 11....................... "Special Factors--Interests of Certain Persons in the Merger"
</TABLE>
4
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<TABLE>
<CAPTION>
ITEM IN SCHEDULE 13E-3 CAPTION OR LOCATION IN THE PROXY STATEMENT
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<S> <C>
Item 12(a).................... "Summary--Plans or Proposals of ILM and Capital;" "Special Factors--Plans and
Proposals of ILM and Capital"
Item 12(b).................... "Special Factors--Plans and Proposals of ILM and Capital"
Item 13(a).................... "Questions and Answers About the Merger;" "No Appraisal Rights"
Item 13(b).................... Not Applicable
Item 13(c).................... Not Applicable
Item 14(a).................... "Selected Historical Financial Data;" "Management's Discussion and Analysis of
Financial Condition and Results of Operations of ILM"
Item 14(b).................... Not Applicable
Item 15(a).................... "Summary--Interests of Certain Persons in the Merger;" "Special
Factors--Interests of Certain Persons in the Merger;" "Directors and Executive
Officers;" "The Special Meeting -- Solicitation of Proxies by Soliciting Agent"
Item 15(b).................... "Notice of Special Meeting to Shareholders;" "Special Factors--Recommendation of
the ILM Board;" "Special Factors--Interests of Certain Persons in the Merger;"
"The Special Meeting--Solicitation of Proxies by Soliciting Agent"
Item 16....................... The Proxy Statement and the appendices attached hereto.
Item 17(a)-(f)................ Exhibits
(a) Lehman Brothers Letter dated October 18, 1999.
(b) Cohen & Steers' Fairness Opinion dated October 19, 1999.
(c) Amended and Restated Agreement and Plan of Merger dated October 19, 1999,
among Capital Senior Living Corporation, Capital Senior Living Acquisition,
LLC and ILM Senior Living, Inc., attached as Appendix A to the Proxy
Statement.
(d) Not Applicable
(e) Not Applicable
</TABLE>
5
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ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The information set forth on the Cover Page and in the sections titled
"Letter to Shareholders;" "Summary--The Parties in the Merger" and "Special
Factors--The Merger Agreement" of the Proxy Statement is incorporated herein by
reference.
(b) The information set forth in the sections titled "Summary--The Parties
in the Merger;" "The Special Meeting--Record Date for the Special Meeting" and
"Special Factors--The Merger Agreement" of the Proxy Statement is incorporated
herein by reference.
(c) The information set forth in the section titled "There is No
Established Market for ILM's Common Stock; Dividend History" of the Proxy
Statement incorporated herein by reference.
(d) The information set forth in the section titled "There is No
Established Market for ILM's Common Stock; Dividend History" of the Proxy
Statement incorporated herein by reference.
(e) Not Applicable
(f) Not Applicable
ITEM 2. IDENTITY AND BACKGROUND.
(a) The information set forth on the Cover Page and in the sections titled
"Summary--The Parties in the Merger" and "Directors and Executive Officers" of
the Proxy Statement is incorporated herein by reference.
(b)-(g) The information set forth in the section titled "Directors and
Executive Officers" of the Proxy Statement is incorporated herein by reference.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a)(1) The information set forth in the sections titled "The ILM Corporate
Structure;" "Management's Discussion and Analysis of Financial Condition and
Results of Operations of ILM--Results of Operations" and "Special
Factors--Background of the Merger" of the Proxy Statement is herein incorporated
by reference.
(a)(2) The information set forth in the sections titled "Special
Factors--History" and "Special Factors--Background of the Merger" of the Proxy
Statement is incorporated herein by reference.
(b) The information set forth in the sections titled "Special
Factors--History;" "Special Factors--Interests of Certain Persons in the
Merger;" "Special Factors--Background of the Merger" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations of
ILM--Results of Operations" of the Proxy Statement is incorporated herein by
reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth on the Cover Page and in the sections titled,
"Questions and Answers About the Merger;" "Summary--The Merger--The merger
agreement;" "Summary--Purposes and Reasons for the Merger;" "Special
Factors--The Merger
6
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Agreement;" "Special Factors--The Merger--General" and "Special Factors--
Background of the Merger" of the Proxy Statement is incorporated herein by
reference.
(b) Not Applicable.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a), (b) The information set forth in the sections titled "Summary--The
Merger;" "Special Factors--The Merger--General" and "Special Factors--The Merger
Agreement" of the Proxy Statement is incorporated herein by reference.
(c) The information set forth in the sections titled "Summary--Interests of
Certain Persons in the Merger" and "Special Factors--Plans and Proposals of ILM
and Capital" of the Proxy Statement is incorporated herein by reference.
(d) The information set forth in the sections titled "Summary--Plans or
Proposals of ILM and Capital;" "Special Factors--The Merger--General" and
"Special Factors--The Merger Agreement" of the Proxy Statement is incorporated
herein by reference.
(e) The information set forth in the sections titled "Summary--Plans or
Proposals of ILM and Capital;" "Special Factors--The Merger--General" and
"Special Factors--The Merger Agreement" of the Proxy Statement is incorporated
herein by reference.
(f) The information set forth in the sections titled "The Special
Meeting--Record Date for the Special Meeting" and "Special Factors--Plans and
Proposals of ILM and Capital" of the Proxy Statement is incorporated herein by
reference.
(g) The information set forth in the sections titled "Summary--The
Merger--The merger agreement;" "Special Factors--The Merger Agreement" and
"Special Factors--Plans and Proposals of ILM and Capital" of the Proxy Statement
is incorporated herein by reference.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in the sections titled "Summary--The
Merger--The payment you will receive for your shares of ILM stock;" "Special
Factors--The Merger--General" and "Costs and Financing of the Merger" of the
Proxy Statement is incorporated herein by reference.
(b) The information set forth in the sections titled "Summary--The Merger--
Termination fee;" "Summary--Payments to our Financial Advisors;" "Special
Factors--Termination Fees; Expenses" and "Costs and Financing of the Merger" of
the Proxy Statement is incorporated herein by reference.
(c) The information set forth in the section titled "Costs and Financing of
the Merger" of the Proxy Statement is incorporated herein by reference.
(d) The information set forth in the section titled "Costs and Financing of
the Merger" of the Proxy Statement is incorporated herein by reference.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a)-(c) The information set forth in the sections titled "Questions and
Answers About the Merger;" "Summary--Purposes and Reasons for the Merger;"
"Special Factors--Recommendation of the ILM Board;" "Special Factors--Background
of the Merger" and
7
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"Special Factors--Purposes, Alternatives, Timing and Reasons for the Merger" of
the Proxy Statement is incorporated herein by reference.
(d) The information set forth in the sections titled "Summary--The Merger
Agreement;" "Special Factors--The Merger--General;" "Material Federal Income Tax
Consequences of the Merger" and "Special Factors--Plans and Proposals of ILM and
Capital" of the Proxy Statement is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a), (b) The information set forth in the sections titled "Summary--Opinion
of Our Financial Advisor;" "Questions and Answers About the Merger;" "Special
Factors--The Merger--History;" "Special Factors--Recommendation of the ILM
Board;" "Special Factors--Background of the Merger" and "Special
Factors--Opinion of Cohen & Steers" of the Proxy Statement are incorporated
herein by reference.
(c) The information set forth on the Cover Page and in the sections titled;
"Questions and Answers About the Merger;" "Summary--The Merger--There are
conditions to completing the merger;" "The Special Meeting" and "Special
Factors--The Merger Agreement" of the Proxy Statement is incorporated herein by
reference.
(d) The information set forth in the section titled "Special
Factors--Interests of Certain Persons in the Merger" of the Proxy Statement is
incorporated herein by reference.
(e) The information set forth in the sections titled "Letter to
Shareholders" and "Special Factors--Recommendation of the ILM Board" of the
Proxy Statement is incorporated herein by reference.
(f) The information set forth in the section titled "Special Factors--
Background of the Merger" of the Proxy Statement is incorporated herein by
reference.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a)-(c) The information set forth in the sections titled "Summary--Opinion
of Our Financial Advisor;" "Special Factors--Recommendation of the ILM Board"
and "Special Factors--Opinion of Cohen & Steers" of the Proxy Statement is
incorporated herein by reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) The information set forth in the sections titled "The Special
Meeting--Beneficial Ownership by Directors" and "Special Factors--Interests of
Certain Persons in the Merger" of the Proxy Statement is incorporated herein by
reference.
(b) Not applicable
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.
The information set forth in the section titled "Special Factors--Interests
of Certain Persons in the Merger" of the Proxy Statement is incorporated herein
by reference.
8
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ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION.
(a) The information set forth in the sections titled "Summary--Plans and
Proposals of ILM and Capital" and "Special Factors--Plans and Proposals of ILM
and Capital" of the Proxy Statement is incorporated herein by reference.
(b) The information set forth in the section titled "Special Factors--Plans
and Proposals of ILM and Capital" of the Proxy Statement is incorporated herein
by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth in the sections titled "Questions and Answers
About The Merger;" and "No Appraisal Rights" of the Proxy Statement is
incorporated herein by reference.
(b) Not Applicable.
(c) Not Applicable.
ITEM 14. FINANCIAL INFORMATION.
(a) The information set forth in the sections titled "Selected Historical
Financial Data" and "Management's Discussion and Analysis of Financial Condition
and Results of Operations of ILM" of the Proxy Statement is incorporated herein
by reference.
(b) Not Applicable.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) The information set forth in the sections titled "Summary--Interests of
Certain Persons in the Merger;" "Special Factors--Interests of Certain Persons
in the Merger;" "Directors and Executive Officers" and "The Special
Meeting--Solicitation of Proxies by Soliciting Agent" of the Proxy Statement is
incorporated herein by reference.
(b) The information set forth in the sections titled "Notice of Special
Meeting to Shareholders;" "Special Factors--Recommendation of the ILM Board;"
"Special Factors--Interests of Certain Persons in the Merger" and "The Special
Meeting--Solicitation of Proxies by Soliciting Agent" of the Proxy Statement is
incorporated herein by reference.
9
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ITEM 16. ADDITIONAL INFORMATION.
The entirety of the Proxy Statement, including appendices, is incorporated
herein by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Exhibits
<TABLE>
<S> <C>
(a) Previously Filed
(b) Previously Filed
(c) Previously Filed.
(d) Preliminary Proxy Statement on Schedule 14A of ILM Senior Living, Inc.
(e) Not Applicable
</TABLE>
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, correct and completed.
Dated: January 28, 2000
ILM SENIOR LIVING, INC.
By: /s/ J. William Sharman, Jr.
--------------------------------
Name: J. William Sharman, Jr.
Title: Chairman of the Board, Chief
Executive Officer
and President
CAPITAL SENIOR LIVING CORPORATION
By: /s/ Lawrence A. Cohen
--------------------------------
Name: Lawrence A. Cohen
Title: Chief Executive Officer
CAPITAL SENIOR LIVING ACQUISITION,
LLC.
By: /s/ Lawrence A. Cohen
-------------------------------
Name: Lawrence A. Cohen
Title: Chief Executive Officer
10
