<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT
PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, For Use of
Commission Only (as permitted
by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
ILM SENIOR LIVING, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
--------------------------------------------------------------------------------
(Names of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / No fee required
/X/ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: Common
Stock, $.01 par value of ILM Common Stock (ILM Common Stock)
--------------------------------------------------------------------------------
(2) Aggregate number of securities to which the transaction applies: 7,520,100
shares of ILM Common Stock
--------------------------------------------------------------------------------
(3) Per unit price or other underlying value of the transaction computed
pursuant to Exchange Act Rule 0-11. The Fee has been calculated as follows:
Pursuant to Rule 0-11(c)(1) under the Exchange Act, a fee of $19,942.30
previously was paid to the Commission in connection with the filing of the
Registrant's initial preliminary proxy materials on April 19, 1999 (at
which time the maximum aggregate value of the transaction was $95,890,000).
--------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of the transaction: $87,429,000
--------------------------------------------------------------------------------
(5) Total fee paid: -0-
--------------------------------------------------------------------------------
/X/ Fee paid previously with preliminary materials:
--------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
of the form or schedule and the date of its filing.
(1) Amount previously paid:
--------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement no.:
--------------------------------------------------------------------------------
(3) Filing Party:
--------------------------------------------------------------------------------
(4) Date Filed:
--------------------------------------------------------------------------------
<PAGE> 2
ILM SENIOR LIVING, INC.
1750 Tysons Boulevard, Suite 1200
Tysons Corner, Virginia 22102
June 2, 2000
AN IMPORTANT REMINDER REGARDING THE PROPOSED
MERGER WITH CAPITAL SENIOR LIVING CORPORATION
Dear Shareholder:
As you may be aware, proxy materials for the Special Meeting of the
shareholders of ILM Senior Living, Inc. were recently sent to you. ACCORDING TO
OUR RECORDS, YOUR SIGNED PROXY HAS NOT YET BEEN RECEIVED FOR THIS IMPORTANT
SPECIAL MEETING WHICH IS SCHEDULED FOR THURSDAY, JUNE 22, 2000 AT THE KEY
BRIDGE MARRIOTT HOTEL, 1401 LEE HIGHWAY, ARLINGTON, VIRGINIA 22209. As
indicated in the proxy materials, the Special Meeting will be held for the
following important purposes:
1. To consider and vote upon a proposal to approve the Amended and
Restated Agreement and Plan of Merger dated October 19, 1999, as
amended, among ILM Senior Living, Inc., a Virginia finite-life
corporation, Capital Senior Living Corporation, a Delaware
corporation, and Capital Senior Living Acquisition, LLC, a Delaware
limited liability company, whereby ILM will be merged with Capital
Acquisition upon the terms and subject to the conditions of the merger
agreement described in the proxy statement; and
2. To transact such other business as may properly be presented at the
Special Meeting or any adjournment or postponement of the special
meeting.
BEFORE WE CAN COMPLETE THE MERGER, A VOTE "FOR" THE MERGER BY THE HOLDERS
OF AT LEAST 66-2/3% OF THE OUTSTANDING ILM COMMON STOCK IS REQUIRED. IF THE
MERGER IS APPROVED, YOU WILL RECEIVE $11.63 IN CASH FOR EACH SHARE OF ILM COMMON
STOCK YOU OWN AND YOUR FORMER SHARES OF ILM COMMON STOCK WILL BE CANCELED.
Accordingly, after the merger you no longer will have any ownership interests in
ILM and you will not participate in the potential future earnings and growth of
ILM or Capital.
As indicated in the proxy statement that was recently sent to you, after
careful consideration of a number of factors and circumstances which are
described in the proxy statement, your Board of Directors has determined that
the merger is fair to you and in your best interests and that the merger is
advisable. YOUR BOARD OF DIRECTORS HAS ADOPTED THE MERGER AGREEMENT AND
RECOMMENDS THAT YOU VOTE "FOR" APPROVAL OF THE MERGER AGREEMENT.
Regardless of the number of shares you own, your vote is important. Please
read the proxy statement and, if you hold shares in your own name and not
through a broker, please sign, date and mail the enclosed duplicate proxy card
today, but if you hold shares in "street name" through your broker, please
instruct your broker how to vote for you. REMEMBER, IF YOU DO NOT RETURN YOUR
PROXY CARD, INSTRUCT YOUR BROKER HOW TO VOTE OR VOTE YOUR SHARES OF ILM STOCK IN
PERSON AT THE SPECIAL MEETING, EACH SHARE OF YOUR STOCK WILL BE TREATED AS A
VOTE "AGAINST" APPROVAL OF THE MERGER AGREEMENT.
On behalf of your Board of Directors, thank you for your cooperation and
continued support.
Very truly yours,
/s/ J. William Sharman, Jr.
-------------------------------------
J. William Sharman, Jr.
Chairman of the Board of Directors,
President and
Chief Executive Officer
If you have any questions or need assistance, please call
D.F. King & Co., Inc., which is assisting us, toll-free at 1 (800) 735-3591.
PLEASE ACCEPT OUR THANKS AND DISREGARD THIS
REQUEST IF YOU HAVE RECENTLY MAILED YOUR PROXY.
<PAGE> 3
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ILM
SENIOR LIVING, INC.
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
MAY 18, 2000
The undersigned hereby appoints Jeffry R. Dwyer and J. William
Sharman, Jr., or either of them, as attorneys-in-fact and proxies to
vote all the shares of common stock, $.01 par value, of ILM Senior
Living, Inc., a Virginia finite-life corporation, which are outstanding
and issued in the name of the undersigned and which the undersigned is
entitled to vote at the special meeting of shareholders of ILM, to be
held at 10:00 a.m., local time, on June 22, 2000, at the Key Bridge
Marriott Hotel, 1401 Lee Highway, Arlington, Virginia 22209, and at any
adjournment or postponement of the special meeting. The undersigned
hereby instructs and authorizes these attorneys-in-fact to vote the
shares as indicated on the reverse side of this proxy.
The shares represented by this proxy will be voted in accordance
with the instructions contained on the reverse side. If no instructions
are given, the shares will be voted "FOR" approval of the merger
agreement as fully described in the notice of special meeting of
shareholders and accompanying proxy statement, which the undersigned has
received together with this proxy.
If there is proposed any adjournment or postponement of the special
meeting to permit further solicitation of proxies with respect to
approval of the merger agreement, the shares will be voted "FOR" such
adjournment or postponement if the shares represented by this proxy were
to be voted "FOR" approval of the merger agreement (including if there
were no specifications), and "AGAINST" adjournment or postponement if
the shares represented by this proxy were to be voted "AGAINST" approval
of the merger agreement.
(Continued and to be signed on reverse side)
<PAGE> 4
[X]
PLEASE MARK YOUR
VOTES AS INDICATED
IN THIS EXAMPLE.
<TABLE>
<C> <C> <C> <S>
FOR AGAINST ABSTAIN
[ ] [ ] [ ] 1. Approval of the Amended and Restated Agreement and Plan
of Merger, dated October 19, 1999, as amended on April 18,
2000, among ILM Senior Living, Inc., a Virginia finite-life
corporation, Capital Senior Living Corporation, a
Delaware corporation, and Capital Senior Living
Acquisition, LLC, a Delaware limited liability company;
and
[ ] [ ] [ ] 2. To transact such other business as may properly be
presented at the special meeting or any adjournment or
postponement of the special meeting.
AFTER CAREFUL CONSIDERATION OF A NUMBER OF FACTORS AND
CIRCUMSTANCES DESCRIBED IN THE ACCOMPANYING PROXY
STATEMENT, YOUR BOARD OF DIRECTORS HAS DETERMINED THAT
THE MERGER IS FAIR TO YOU AND IN YOUR BEST INTERESTS AND
THAT THE MERGER IS ADVISABLE.
YOUR BOARD OF DIRECTORS HAS ADOPTED THE MERGER AGREEMENT
AND RECOMMENDS THAT YOU VOTE "FOR" APPROVAL OF THE MERGER
AGREEMENT.
WHETHER OR NOT YOU INTEND TO COME TO THE SPECIAL MEETING
YOU ARE URGED TO COMPLETE, DATE, SIGN AND PROMPTLY MAIL
THIS PROXY IN THE ENCLOSED SELF-ADDRESSED, PREPAID RETURN
ENVELOPE SO THAT YOUR SHARES CAN BE REPRESENTED AT THE
SPECIAL MEETING.
</TABLE>
THIS PROXY MAY BE REVOKED PRIOR TO
ITS USE. PLEASE DATE, SIGN AND MAIL
THIS PROXY IN THE ENCLOSED ENVELOPE.
------ -------------------------------------
| SIGNATURES OF
| SHAREHOLDER(S) DATED
PLEASE SIGN EXACTLY AS NAME APPEARS
HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN
SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN,
PLEASE GIVE FULL TITLE AS SUCH. IF A
CORPORATION, PLEASE SIGN IN FULL
CORPORATE NAME BY PRESIDENT OR OTHER
AUTHORIZED OFFICER. IF A PARTNERSHIP,
PLEASE SIGN IN PARTNERSHIP NAME BY
AUTHORIZED PERSON.
