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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): July 26, 2000
Commission File Number: 0-18942
ILM II SENIOR LIVING, INC.
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(Exact name of registrant as specified in its charter)
Virginia 06-1293758
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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)
(888) 257-3550
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(Registrant's telephone number, including area code)
(Page 1 of 5 pages)
Exhibit Index Appears on Page 5
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ITEM 5. OTHER EVENTS.
In connection with a recent announcement by Capital Senior Living
Corporation ("Capital"), ILM II Senior Living, Inc. (the "Company") announced
today that its pending merger with Capital will not be consummated today as
previously anticipated. Capital has notified the Company that it will not
receive sufficient funds under existing financing commitments from GMAC
Commercial Mortgage Corporation to complete the merger at this time.
Pursuant to the existing merger agreement between the Company and Capital,
Capital is required until September 30, 2000 to use its best efforts to obtain
financing, including the use of internal funds, to complete the merger. The
terms of the merger agreement require Capital to pay the Company $1,540,000 if
the merger does not occur on or before September 30, 2000 if the failure to
consummate the transaction is due to Capital's inability to finance the deal.
At this time, there can be no assurance as to whether the merger will be
consummated or, if consummated, as to the timing thereof.
(Page 2 of 5 pages)
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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 II Senior Living, Inc. dated July 31,
2000.
(Page 3 of 5 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 II 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: July 31, 2000
(Page 4 of 5 pages)
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EXHIBIT INDEX
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Page No.
99.1 Press Release of ILM II Senior Living, Inc. 6
dated July 31, 2000.
(Page 5 of 5 pages)
