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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): June 2, 2000
Commission File Number: 0-18249
ILM SENIOR LIVING, INC.
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(Exact name of registrant as specified in its charter)
Virginia 04-3042283
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(State of organization) (I.R.S. Employer
Identification No.)
1750 Tysons Boulevard, Suite 1200, Tysons Corner, Virginia 22102
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (888) 257-3550
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(Page 1 of 4 pages)
Exhibit Index Appears on Page 4
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ITEM 5. OTHER EVENTS.
A. Facilities Lease Agreement
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On June 7, 2000, ILM Senior Living, Inc. (the "Company") caused ILM
Holding, Inc. ("Holding"), its subsidiary, to deliver to ILM I Lease Corporation
("Lease I"), an affiliate of the Company and Holding, a notice stating that
pursuant to the terms of the existing Facilities Lease Agreement by and between
Holding (as lessor) and Lease I (as lessee) dated September 1, 1995, as amended
(the "Facilities Lease Agreement"), the Facilities Lease Agreement would
terminate on the date of consummation of the pending merger of the Company with
Capital Senior Living Corporation ("Capital"). Subject to the satisfaction of
certain conditions and the receipt of requisite approvals, consummation of the
merger is expected to occur on or about July 30, 2000. The terms of the
Facilities Lease Agreement provide that its term will continue on a
month-to-month basis, unless earlier terminated at the election of Holding upon
the sale of Holding's senior living communities to a non-affiliated third party.
If the merger is not consummated it is anticipated that the Facilities
Lease Agreement will remain in full force and effect pursuant to its terms. If
the merger is not consummated and Lease I otherwise ceases to operate the senior
living communities, Holding intends to operate the senior living communities
directly. If this was to occur, Holding would, given its present operations,
cease to qualify as a Real Estate Investment Trust under the Internal Revenue
Code of 1986, as amended. As a result, Holding's income would be taxable to
Holding and, upon distribution of such income in the form of a dividend to its
shareholders, such income would be taxable to its shareholders as well.
B. Future Dividends
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On June 2, 2000, the Company's Board of Directors unanimously agreed not
to declare any dividends on shares of the Company's common stock for the
remainder of Fiscal Year 2000. The Company cited transaction costs previously
incurred and to be incurred through closing of the pending merger with Capital
and the establishment of a reserve to fund the short-term operations of the
Company's senior living communities if the proposed merger with Capital is not
consummated. The Company also announced that, should the merger not be
consummated, its Board of Directors would reevaluate its dividend policy.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not Applicable
(b) Not Applicable
(c) The following Exhibits are filed as part of this Current Report on
Form 8-K:
99.1 Press Release of ILM Senior Living, Inc. dated June 14, 2000.
(Page 2 of 4 pages)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ILM SENIOR LIVING, INC.
By: /s/J. William Sharman, Jr.
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J. William Sharman, Jr.
Chairman of the Board of Directors,
President and Chief Executive Officer
Dated: June 14, 2000
(Page 3 of 4 pages)
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EXHIBIT INDEX
Page No.
99.1 Press Release of ILM Senior Living, Inc. dated 5
June 14, 2000.
(Page 4 of 4 pages)
