<PAGE>
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
--- SECURITIES EXCHANGE ACT OF 1934
For quarterly period ended May 31, 2000
------------
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ____to____.
Commission File Number: 0-18942
ILM II SENIOR LIVING, INC.
--------------------------
(Exact name of registrant as specified in its charter)
Virginia 06-1293758
-------------------------- -----------------------
(State of organization) (I.R.S. Employer
Identification No.)
1750 Tysons Boulevard, Suite 1200, Tysons Corner, VA 22102
---------------------------------------------------- -----------------------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (888) 357-3550
-----------------------
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
------------------- ------------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
Shares Of Common Stock $.01 Par Value
-------------------------------------
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Shares of common stock outstanding as of May 31, 2000: 5,181,236.
Current Report on Form 8-K
of Registrant Dated June 2, 2000
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Page 1 of 21
<PAGE>
ILM II SENIOR LIVING, INC
INDEX
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets
May 31, 2000 (Unaudited) and August 31, 1999.................................................4
Consolidated Statements of Income
For the nine months and three months ended May 31, 2000 and
1999 (Unaudited).............................................................................5
Consolidated Statements of Changes in Shareholders' Equity
For the nine months ended May 31, 2000 and 1999 (Unaudited)..................................6
Consolidated Statements of Cash Flows
For the nine months ended May 31, 2000 and 1999 (Unaudited)..................................7
Notes to Consolidated Financial Statements (Unaudited)....................................8-12
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations....13-19
Part II. Other Information
Item 5. Other Information...........................................................................20
Item 6. Exhibits and Reports on Form 8-K............................................................20
Signatures....................................................................................................21
</TABLE>
-2-
<PAGE>
ILM II SENIOR LIVING, INC
PART I. FINANCIAL INFORMATION
Item I. Financial Statements
(see next page)
-3-
<PAGE>
ILM II SENIOR LIVING, INC.
CONSOLIDATED BALANCE SHEETS
May 31, 2000 (Unaudited) and August 31, 1999
(Dollars in thousands, except per share data)
ASSETS
<TABLE>
<CAPTION>
MAY 31, 2000 AUGUST 31, 1999
------------ ---------------
<S> <C> <C>
Operating investment properties, at cost:
Land $ 5,842 $ 5,664
Building and improvements 28,021 27,957
Furniture, fixtures and equipment 3,815 3,815
---------- ----------
37,678 37,436
Less: accumulated depreciation (9,727) (8,834)
---------- ----------
27,951 28,602
Unamortized mortgage fees 1,425 1,425
Less: accumulated amortization (1,215) (1,108)
---------- ----------
210 317
Loan origination fees 144 144
Less: accumulated amortization (72) (42)
---------- ----------
72 102
Cash and cash equivalents 621 1,913
Accounts receivable - related party 383 337
Prepaid expenses and other assets 83 68
Deferred rent receivable 14 37
---------- ----------
$ 29,334 $ 31,376
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable and accrued expenses $ 79 $ 219
Accounts payable-related party 129 527
Construction loan payable 1,165 1,165
Preferred shareholders' minority
interest in subsidiary 141 134
---------- ----------
Total liabilities 1,514 2,045
Contingencies
Shareholders' equity:
Common stock, $0.01 par value,
12,500,000 shares authorized
5,181,236 shares issued and outstanding 52 52
Additional paid-in capital 44,823 44,823
Accumulated deficit (17,055) (15,544)
---------- ----------
Total shareholder's equity 27,820 29,331
---------- ----------
$ 29,334 $ 31,376
========== ==========
</TABLE>
See accompanying notes.
-4-
<PAGE>
ILM II SENIOR LIVING, INC.
CONSOLIDATED STATEMENTS OF INCOME
For the nine months and three months ended May 31, 2000 and 1999 (Unaudited)
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
NINE MONTHS ENDED THREE MONTHS ENDED
MAY 31 MAY 31
------ ------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUES
Rental income $4,084 $3,946 $1,364 $1,302
Interest income 32 39 7 8
------ ------ ------ ------
4,116 3,985 1,371 1,310
EXPENSES
Depreciation expense 893 849 298 283
Amortization expense 137 138 48 48
General and administrative 202 255 82 78
Professional fees 1,022 1,335 362 573
Directors' compensation 70 66 27 19
------ ------ ------ ------
2,324 2,643 817 1,001
------ ------ ------ ------
NET INCOME $1,792 $1,342 $ 554 $ 309
====== ====== ====== ======
Basic earnings per share of common stock $ 0.35 $ 0.26 $ 0.11 $ 0.06
====== ====== ====== ======
Cash dividends paid per share of common stock $ 0.64 $ 0.64 $ 0.21 $ 0.21
====== ====== ====== ======
</TABLE>
The above earnings and cash dividends paid per share of common stock are
based upon the 5,181,236 shares outstanding for each period.
See accompanying notes.
-5-
<PAGE>
ILM II SENIOR LIVING, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
For the nine months ended May 31, 2000 and 1999 (Unaudited)
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
COMMON STOCK
$.01 PAR VALUE ADDITIONAL
-------------- PAID-IN ACCUMULATED
SHARES AMOUNT CAPITAL DEFICIT TOTAL
------ ------ ------- ------- -----
<S> <C> <C> <C> <C> <C>
Shareholders' equity
at August 31, 1998 5,181,236 $ 52 $44,823 $(12,837) $ 32,038
Cash dividends paid - - - (3,303) (3,303)
Net income - - - 1,342 1,342
--------- ---- ------- -------- --------
Shareholders' equity
at May 31, 1999 5,181,236 $ 52 $44,823 $(14,798) $ 30,077
========= ==== ======= ======== ========
Shareholders' equity
at August 31, 1999 5,181,236 $ 52 $44,823 $(15,544) $29,331
Cash dividends paid - - - (3,303) (3,303)
Net income - - 1,792 1,792
--------- ---- ------- -------- --------
Shareholders' equity
at May 31, 2000 5,181,236 $ 52 $44,823 $(17,055) $ 27,820
========= ==== ======= ======== ========
</TABLE>
See accompanying notes.
-6-
<PAGE>
ILM II SENIOR LIVING, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the nine months ended May 31, 2000 and 1999 (Unaudited)
(Dollars in thousands)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
MAY 31,
-------
2000 1999
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,792 $ 1,342
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization expense 1,030 987
Changes in assets and liabilities:
Accounts receivable - related party (46) (35)
Prepaid expenses and other assets (15) (31)
Deferred rent receivable 23 24
Accounts payable and accrued expenses (140) 68
Accounts payable - related party (398) -
Preferred shareholders' minority interest 7 7
------- -------
Net cash provided by operating activities 2,253 2,362
Cash flows from investing activities:
Additions to operating investment properties (242) (233)
------- -------
Net cash used in investing activities (242) (233)
------- -------
Cash flows from financing activities:
Loan origination fees paid - (71)
Cash dividends paid to shareholders (3,303) (3,303)
------- -------
Net cash used in financing activities (3,303) (3,374)
------- -------
Net decrease in cash and cash equivalents (1,292) (1,245)
Cash and cash equivalents, beginning of period 1,913 1,896
------- -------
Cash and cash equivalents, end of period $ 621 $ 651
======= =======
</TABLE>
See accompanying notes.
-7-
<PAGE>
ILM II SENIOR LIVING, INC.
Notes to Consolidated Financial Statements (Unaudited)
1. GENERAL
The accompanying consolidated financial statements, footnotes and
discussions should be read in conjunction with the consolidated financial
statements and footnotes contained in ILM II Senior Living, Inc.'s (the
"Company") Annual Report on Form 10-K for the year ended August 31, 1999.
In the opinion of management, the accompanying interim consolidated
financial statements, which have not been audited, reflect all adjustments
necessary to present fairly the results for the interim periods. All of the
accounting adjustments reflected in the accompanying interim consolidated
financial statements are of a normal recurring nature.
The accompanying consolidated financial statements have been prepared
on the accrual basis of accounting in accordance with U.S. generally
accepted accounting principles for interim financial information, which
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosures of contingent
assets and liabilities as of May 31, 2000 and revenues and expenses for
each of the nine- and three-month periods ended May 31, 2000 and 1999.
Actual results could differ from the estimates and assumptions used.
Certain numbers in the prior period's financial statements have been
reclassified to conform to the current period's presentation. The results
of operations for the nine- and three-month periods ended May 31, 2000, are
not necessarily indicative of the results that may be expected for the year
ending August 31, 2000.
The Company was incorporated on February 5, 1990 under the laws of the
State of Virginia as a Virginia finite-life corporation, formerly
PaineWebber Independent Mortgage Inc. II. On September 12, 1990, the
Company sold to the public in a registered initial offering 5,181,236
shares of common stock, $.01 par value. The Company received capital
contributions of $51,812,356, of which $200,000 represented the sale of
20,000 shares to an affiliate at that time, PaineWebber Group, Inc.
("PaineWebber"). For discussion purposes, the term "PaineWebber" will refer
to PaineWebber Group, Inc., and all affiliates that provided services to
the Company in the past.
The Company elected to qualify and be taxed as a Real Estate Investment
Trust ("REIT") under the Internal Revenue Code of 1986, as amended, for
each taxable year of operations.
The Company originally invested the net proceeds of the initial public
offering in nine participating mortgage loans secured by senior housing
facilities located in five different states ("Senior Housing Facilities").
All of the loans made by the Company were originally to Angeles Housing
Concepts, Inc. ("AHC"), as mortgagor, a company specializing in the
development, acquisition and operation of Senior Housing Facilities and
guaranteed by AHC's corporate parent, Angeles Corporation ("Angeles").
ILM II Holding, Inc. ("ILM II Holding"), a majority-owned subsidiary of
the Company, now holds title to the six Senior Housing Facilities, which
comprise the balance of the operating investment properties on the
accompanying consolidated balance sheets, subject to certain mortgage loans
payable to the Company. Such mortgage loans and the related interest
expense are eliminated in the consolidation of the financial statements of
the Company.
The Company made charitable gifts of one share of the preferred stock
in ILM II Holding to each of 111 charitable organizations so that ILM II
Holding would meet the stock ownership requirements of a REIT as of January
30, 1997. The preferred stock has a liquidation preference of $1,000 per
share plus any accrued and unpaid dividends. Dividends on the preferred
stock accrue at a rate of 8% per annum on the original $1,000 liquidation
preference and are cumulative from the date of issuance. Since ILM II
Holding is not expected to have sufficient cash flow in the foreseeable
future to make the required dividend payments, it is anticipated that
dividends will accrue and be paid at liquidation of ILM II Holding.
Cumulative dividends accrued as of May 31, 2000 on the preferred stock in
ILM II Holding totaled approximately $30,000.
-8-
<PAGE>
ILM II SENIOR LIVING, INC.
Notes to Consolidated Financial Statements (Unaudited)
(continued)
1. GENERAL (CONTINUED)
As part of the fiscal 1994 Settlement Agreement with AHC, ILM II
Holding retained AHC as the property manager for all of the Senior Housing
Facilities pursuant to the terms of a management agreement. The management
agreement with AHC was terminated in July 1996. Subsequent to the effective
date of the settlement agreement with AHC, in order to maximize the
potential returns to the Company's existing Shareholders while maintaining
the Company's qualification as a REIT under the Internal Revenue Code, the
Company formed a new corporation, ILM II Lease Corporation ("Lease II"),
for the purpose of operating the Senior Housing Facilities under the terms
of a facilities lease agreement (the "Facilities Lease Agreement"). All of
the shares of capital stock of Lease II were distributed to the holders of
record of the Company's common stock and the Senior Housing Facilities were
leased to Lease II (see Note 2 for a description of the Facilities Lease
Agreement). Lease II is a public company subject to the reporting
obligations of the Securities and Exchange Commission. All responsibility
for the day-to-day management of the Senior Housing Facilities, including
administration of the property management agreement with AHC, was
transferred to Lease II. On July 29, 1996, the management agreement with
AHC was terminated and Lease II retained Capital Senior Management 2, Inc.
("Capital") to be the new property manager of its Senior Housing Facilities
pursuant to a management agreement (the "Management Agreement"). Lawrence
A. Cohen, who, through July 28, 1998, served as President, Chief Executive
Officer and Director of the Company and a Director of Lease II, has also
served in various management capacities at Capital Senior Living
Corporation, an affiliate of Capital, since 1996. Mr. Cohen currently
serves as Chief Executive Officer of Capital Senior Living Corporation. As
a result, through July 28, 1998, Capital was considered a related party.
AGREEMENT AND PLAN OF MERGER WITH CAPITAL SENIOR LIVING CORPORATION
On February 7, 1999, the Company entered into an agreement and plan of
merger, which was amended and restated on October 19, 1999, with Capital
Senior Living Corporation ("CSLC"), the corporate parent of Capital, and
certain affiliates of Capital. On April 18, 2000, the Company entered into
a First Amendment to the Amended and Restated Agreement and Plan of Merger
dated October 19, 1999. As stated in the April 18th amendment, if the
merger is consummated, the Shareholders of the Company will receive
all-cash merger consideration of approximately $13.04 per share compared to
the previous merger consideration of $14.47 per share. The Company was
advised by CSLC that, due to deteriorating conditions in the senior living
industry and consequent decline in the loan value of the Company's
properties, Capital was unable to raise sufficient financing to fund the
original purchase price. CSLC has reported to the Company that it has
obtained a signed financing commitment for substantially all of the merger
consideration. In addition, the amended agreement requires CSLC to agree to
pay the Company increased termination fees in certain circumstances.
Further, the Company required CSLC to agree to reduce the amount of fees
and expenses it would receive upon termination of the merger in certain
circumstances.
At a special meeting of Shareholders on June 22, 2000, holders of more
than two-thirds of the outstanding shares of the Company's common stock
voted in favor of approval of the proposed Amended and Restated Agreement
and Plan of Merger dated October 19, 1999, as amended on April 18, 2000.
Subject to the satisfaction of certain conditions, consummation of the
merger is expected to occur on or about July 31, 2000. The agreement
presently provides that it may be terminated if the merger is not
consummated by September 30, 2000. Holders of Company common stock will
have no dissenters' rights in the merger.
In connection with the merger, the Company has agreed to cause ILM II
Holding to cancel and terminate the Facilities Lease Agreement with Lease
II on the date of consummation of the merger. As noted above, the
Facilities Lease Agreement, which is scheduled to expire on December 31,
2000, may be terminated earlier at the election of the Lessor in connection
with the sale by the Lessor of the Senior Housing Facilities 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. There can be no assurance as to whether
the merger will be consummated or, if consummated, as to the timing
thereof.
-9-
<PAGE>
ILM II SENIOR LIVING, INC.
Notes to Consolidated Financial Statements (Unaudited)
(continued)
2. OPERATING INVESTMENT PROPERTIES SUBJECT TO FACILITIES LEASE AGREEMENT
At May 31, 2000, through its consolidated subsidiary, the Company owned
six Senior Housing Facilities. The name, location and size of the
properties are as set forth below:
<TABLE>
<CAPTION>
YEAR FACILITY RENTABLE RESIDENT
NAME LOCATION BUILT UNITS (2) CAPACITY (2)
---- -------- ----- --------- ------------
<S> <C> <C> <C> <C>
The Palms Fort Myers, FL 1988 205 255
Crown Villa Omaha, NE 1992 73 73
Overland Park Place Overland Park, KS 1984 141 153
Rio Las Palmas Stockton, CA 1988 164 190
The Villa at Riverwood St. Louis County, MO 1986 120 140
Villa Santa Barbara (1) Santa Barbara, CA 1979 125 125
</TABLE>
(1) The acquisition of Villa Santa Barbara was financed jointly by the Company
and an affiliated entity, ILM Senior Living, Inc. ("ILM I"). All amounts
generated from the operations of Villa Santa Barbara are equitably
apportioned between the Company, together with its consolidated subsidiary,
and ILM I, together with its consolidated subsidiary, generally 75% and
25%, respectively. Villa Santa Barbara is owned 75% by ILM II Holding and
25% by ILM Holding, Inc. as tenants in common. Upon the sale of ILM I or
the Company, arrangements would be made to transfer the Santa Barbara
facility to the selling joint tenant (or one of its subsidiaries). The
property was extensively renovated in 1995.
(2) Rentable units represent the number of apartment units and is a measure
commonly used in the real estate industry. Resident capacity equals the
number of bedrooms contained within the apartment units and corresponds to
measures commonly used in the healthcare industry.
Subsequent to the effective date of the Settlement Agreement with AHC, in order
to maximize the potential returns to the existing Shareholders while maintaining
the Company's qualification as a REIT under the Internal Revenue Code, the
Company formed a new corporation, Lease II, for the purpose of operating the
Senior Housing Facilities under the terms of a Facilities Lease Agreement dated
September 1, 1995 between the Company's consolidated affiliate, ILM II Holding,
as owner of the properties and lessor (the "Lessor"), and Lease II as lessee
(the "Lessee"). The facilities lease is a "triple-net" lease whereby the Lessee
pays all operating expenses, governmental taxes and assessments, utility charges
and insurance premiums, as well as the costs of all required maintenance,
personal property and non-structural repairs in connection with the operation of
the Senior Housing Facilities. ILM II Holding, as Lessor, is responsible for all
major capital improvements and structural repairs to the Senior Housing
Facilities. During the term of the Facilities Lease Agreement, which expires on
December 31, 2000 unless earlier terminated at the election of the Lessor in
connection with the sale by the Lessor of the Senior Housing Facilities to a
non-affiliated third party upon 30 days' notice to the Company, Lease II pays
annual base rent for the use of all of the Facilities in the aggregate amount of
$4,035,600 per year. Lease II also pays variable rent, on a quarterly basis, for
each Senior Housing Facility in an amount equal to 40% of the excess of the
aggregate total revenues for the Senior Housing Facilities, on an annualized
basis, over $13,021,000. Variable rent was $1,081,000 and $363,000 for the nine-
and three-month periods ended May 31, 2000, respectively, compared to $943,000
and $301,000, for the nine- and three-month periods ended May 31, 1999,
respectively.
-10-
<PAGE>
ILM II SENIOR LIVING, INC.
Notes to Consolidated Financial Statements (Unaudited)
(continued)
3. RELATED PARTY TRANSACTIONS
Lease II has retained Capital to be the property manager of the Senior
Housing Facilities and the Company has guaranteed the payment of all fees
due to Capital pursuant to the Management Agreement which commenced on July
29, 1996. Lawrence A. Cohen, who, through July 28, 1998, served as
President, Chief Executive Officer and Director of the Company and a
Director of Lease II, has also served in various management capacities at
Capital Senior Living Corporation, an affiliate of Capital, since 1996. As
a result, through July 28, 1998, Capital was considered a related party.
Mr. Cohen currently serves as Chief Executive Officer of Capital Senior
Living Corporation. For the nine- and three-month periods ended May 31,
2000, Capital earned property management fees from the Company of $738,707
and $213,191, respectively, compared to $773,000 and $225,000, for the
nine- and three-month periods ended May 31, 1999, respectively. In
connection with the Agreement and Plan of Merger discussed in Note 1, the
Management Agreement with Capital will be terminated upon consummation of
the merger.
On September 18, 1997, Lease II entered into an agreement with Capital
Senior Development, Inc., an affiliate of Capital, to manage the
development process for the potential expansion of several of the Senior
Housing Facilities. Capital Senior Development, Inc. will receive a fee
equal to 7% of the total development costs of these expansions if they are
pursued. The Company will reimburse Lease II for all costs related to these
potential expansions including fees to Capital Senior Development, Inc. For
the nine- and three-month periods ended May 31, 2000 and 1999, Capital
Senior Development, Inc. earned no fees from Lease II for managing
pre-construction development activities for potential expansions of the
Senior Housing Facilities.
Jeffry R. Dwyer, Secretary and Director of the Company, is a
shareholder of Greenberg Traurig, Counsel to the Company and its affiliates
since 1997. For the nine-month periods ended May 31, 2000 and 1999,
Greenberg Traurig earned fees from the Company of $603,000 and $795,000,
respectively. For the three-month periods ended May 31, 2000 and 1999,
Greenberg Traurig earned fees from the Company of $231,000 and $487,000.
Accounts receivable - related party at May 31, 2000 and August 31, 1999
includes variable rent due from Lease II. Accounts payable-related party at
May 31, 2000 includes accrued legal fees due to Greenberg Traurig, Counsel
to the Company and its affiliate and a related party, as described above.
At August 31, 1999, Accounts payable-related party includes $50,000 of
expense reimbursements payable to Lease II; $194,000 in variable rent
received from Lease II in advance; and $283,000 of accrued legal fees due
to Greenberg Traurig, Counsel to the Company and its affiliate and a
related party, as described above.
-11-
<PAGE>
ILM II SENIOR LIVING, INC.
Notes to Consolidated Financial Statements (Unaudited)
(continued)
4. LEGAL PROCEEDINGS AND CONTINGENCIES
FELDMAN LITIGATION
On May 8, 1998 Andrew A. Feldman and Jeri Feldman, as Trustees for the
Andrew A. & Jeri Feldman Revocable Trust dated September 18, 1990,
commenced a purported class action on behalf of that trust and all other
shareholders of the Company and ILM I in the Supreme Court of the State of
New York, County of New York naming the Company, ILM I and their Directors
as defendants. The class action complaint alleged that the Directors
engaged in wasteful and oppressive conduct and breached fiduciary duties in
preventing the sale or liquidation of the assets of the Company and ILM I,
diverting certain of their assets. The complaint sought compensatory
damages in an unspecified amount, punitive damages, the judicial
dissolution of the Company and ILM I, an order requiring the Directors to
take all steps to maximize Shareholder value, including either an auction
or liquidation, and rescinding certain agreements, and attorney's fees.
On October 15, 1999, the parties entered into a Stipulation of
Settlement and filed it with the Court, which approved the settlement, by
order dated October 21, 1999. In issuing that order the Court entered a
final judgment dismissing the action and all non-derivative claims of the
settlement class against the defendants with prejudice. This litigation was
settled at no cost to the Company and ILM I. As part of the settlement,
Capital Senior Living Corporation increased its proposed merger
consideration payable to the Company and ILM I shareholders and is also
responsible for a total of approximately $1.1 million in plaintiffs'
attorneys fees and expenses if the proposed merger is consummated. If the
proposed merger is not consummated and if the Company and ILM I were to
consummate an extraordinary transaction with a third party, then the
Company and ILM I would be responsible for the plaintiffs' attorneys fees
and expenses.
5. CONSTRUCTION LOAN FINANCING
During 1999 the Company secured a construction loan facility with a
major bank that provides the Company with up to $8.8 million to fund the
capital costs of potential expansion programs. The construction loan
facility is secured by a first mortgage of the Senior Housing Facilities
and collateral assignment of the Company's leases of such properties. The
loan expires on December 31, 2000, with possible extensions through
September 29, 2003. Principal is due upon expiration. Interest is payable
monthly at a rate equal to LIBOR plus 1.10% or Prime plus 0.5%. Amounts
outstanding under the loan at May 31, 2000, were approximately $1.2
million. Loan origination fees of $144,000 were paid in connection with
this loan facility and are being amortized over the life of the loan.
Capitalized interest at May 31, 2000, and August 31, 1999, was $64,321 and
$17,387, respectively.
6. SUBSEQUENT EVENTS
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 Board 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.
On June 2, 2000, the Company caused Holding II to notify Lease II that
the Facilities Lease Agreement would terminate on the date of consummation
of the pending merger of the Company with CSLC. 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. 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.
On June 22, 2000, at a special meeting of Shareholders, holders of more
than two-thirds of the outstanding shares of the Company's common stock
voted in favor of approval of the proposed Amended and Restated Agreement
and Plan of Merger dated October 19, 1999, as amended on April 18, 2000.
-12-
<PAGE>
ILM II SENIOR LIVING, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The Company offered shares of its common stock to the public from September
12, 1990 to May 10, 1991 pursuant to a Registration Statement filed under the
Securities Act of 1933. Capital contributions of $51,812,356 were received by
the Company (including $200,000 contributed by PaineWebber) and, after deducting
selling expenses and offering costs and allowing for adequate cash reserves,
approximately $42.9 million was available to be invested in participating first
mortgage loans secured by Senior Housing Facilities. The Company originally
invested the net proceeds of the initial public offering in six participating
mortgage loans secured by Senior Housing Facilities located in five different
states. All of the loans made by the Company were originally with AHC. As
previously reported, AHC defaulted on the scheduled mortgage loan payments due
to the Company on March 1, 1993. Its parent company, Angeles, subsequently filed
for bankruptcy. In fiscal 1994, a Settlement Agreement was executed whereby
ownership of the properties was transferred from AHC to certain designated
affiliates of the Company which were majority owned by the Company.
Subsequently, these affiliates were merged into ILM II Holding, which is
majority owned by the Company. ILM II Holding holds title to the six Senior
Housing Facilities which comprise the balance of operating investment properties
in the accompanying consolidated balance sheets, subject to certain mortgage
loans payable to the Company. As part of the fiscal 1994 Settlement Agreement
with AHC, ILM II Holding retained AHC as the property manager for all of the
Senior Housing Facilities pursuant to the terms of the Agreement. As discussed
further below, the Agreement with AHC was terminated in July 1996.
Subsequent to the effective date of the Settlement Agreement with AHC, in
order to maximize the potential returns to the Company's existing Shareholders
while maintaining its qualification as a REIT under the Internal Revenue Code,
the Company formed a new corporation, Lease II, for the purpose of operating the
Senior Housing Facilities under the terms of a Facilities Lease Agreement. As of
August 31, 1995, Lease II, which is taxable as a so-called "C" corporation and
not as a REIT, was a wholly owned subsidiary of the Company. On September 1,
1995 the Company, after receiving the required regulatory approval, distributed
all of the shares of capital stock of Lease II to the holders of record of the
Company's common stock.
The Facilities Lease Agreement is between the Company's consolidated
affiliate, ILM II Holding, as owner of the Senior Housing Facilities and Lessor,
and Lease II as Lessee. The facilities lease is a "triple-net" lease whereby the
Lessee pays all operating expenses, governmental taxes and assessments, utility
charges and insurance premiums, as well as the costs of all required
maintenance, personal property and non-structural repairs in connection with the
operation of the Senior Housing Facilities. ILM II Holding, as the Lessor, is
responsible for all major capital improvements and structural repairs to the
Senior Housing Facilities. Pursuant to the Facilities Lease Agreement, which
expires on December 31, 2000 (December 31, 1999 with respect to the Santa
Barbara property but has been extended on a month-to-month basis), Lease II pays
annual base rent for the use of all the Senior Housing Facilities in the
aggregate amount of $4,035,600. Lease II also pays variable rent, on a quarterly
basis, for each Senior Housing Facility in an amount equal to 40% of the excess,
if any, of the aggregate total revenues for the Senior Housing Facilities, on an
annualized basis, over $13,021,000. Variable rental income for the nine- and
three-month periods ended May 31, 2000 was $1,081,000 and $363,000,
respectively, compared to $943,000 and $301,000, for the nine- and three-month
periods ended May 31, 1999, respectively.
The Company completed its restructuring plans by qualifying ILM II Holding
as a REIT for Federal tax purposes. In connection with these plans, on November
21, 1996, the Company requested that PaineWebber sell all of its stock in ILM II
Holding to the Company for a price equal to the fair market value of the 1%
economic interest in ILM II Holding represented by the common stock. On January
10, 1997, this transfer of the common stock of ILM II Holding was completed at
an agreed upon fair value of $40,000, representing a $35,000 increase in fair
value. This increase in fair value is based on the increase in values of the
Senior Housing Facilities which occurred between April 1994 and January 1996, as
supported by independent appraisals.
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<PAGE>
ILM II SENIOR LIVING, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
GENERAL (CONTINUED)
With this transfer completed, effective January 23, 1997, ILM Holding
recapitalized its common stock and preferred stock by replacing the outstanding
shares with 50,000 shares of new common stock and 275 shares of non-voting, 8%
cumulative preferred stock issued to the Company. The number of authorized
shares of preferred stock and common stock in ILM II Holding were also increased
as part of the recapitalization. Following the recapitalization, the Company
made charitable gifts of one share of the Preferred Stock in ILM II Holding to
each of 111 charitable organizations so that ILM II Holding would meet the stock
ownership requirements of a REIT as of January 30, 1997. The Preferred Stock has
a liquidation preference of $1,000 per share plus any accrued and unpaid
dividends. Dividends on the Preferred Stock accrue at a rate of 8% per annum on
the original $1,000 liquidation preference and are cumulative from the date of
issuance. It is anticipated that dividends will accrue and be paid at
liquidation. Cumulative dividends in arrears as of May 31, 2000 on the Preferred
Stock in ILM II Holding totaled approximately $30,000.
The assumption of ownership of the Senior Housing Facilities through ILM II
Holding, which was organized as a so-called "C" corporation for tax purposes,
has resulted in a possible future tax liability which would be payable upon the
ultimate sale of the Senior Living Facilities (the "built-in gain tax"). The
amount of such tax would be calculated based on the lesser of the total net gain
realized from the sale transaction or the portion of the net gain realized upon
a final sale which is attributable to the period during which the properties
were held in a "C" corporation.
Any future appreciation in the value of the Senior Housing Facilities
subsequent to the conversion of ILM II Holding to a REIT would not be subject to
the built-in gain tax. The built-in gain tax would most likely not be incurred
if the properties were to be held for a period of at least ten years from the
date of the conversion of ILM II Holding to a REIT. However, since the end of
the Company's original anticipated holding period as defined in the Articles of
Incorporation is December 31, 2001, the properties may not be held for an
additional ten years. Based on management's current estimate of the increase in
the values of the Senior Housing Facilities which occurred between April 1994
and January 1996, as supported by independent appraisals, a sale of the Senior
Housing Facilities within ten years of the date of the conversion of ILM II
Holding to a REIT could result in a built-in gain tax of as much as $2.3
million, which could be reduced by approximately $1.4 million using available
net operating loss carryforwards of ILM II Holding of approximately $4.2
million. To avoid this built-in gain tax, the Directors are prepared at the
appropriate time to recommend to the Shareholders an amendment to the Articles
of Incorporation to extend the Company's scheduled liquidation date.
Because the ownership of the assets of ILM II Holding was expected to be
transferred to the Company or its wholly-owned subsidiary, ILM II Holding was
capitalized with funds to provide it with working capital only for a limited
period of time. At the present time, ILM II Holding is not expected to have
sufficient cash flow during fiscal year 2000 to (i) meet its obligations to make
the debt service payments due under the loans, and (ii) pay for capital
improvements and structural repairs in accordance with the terms of the
Facilities Lease Agreement. Although ILM II Holding is not expected to fully
fund its scheduled debt service payments to the Company, the estimated current
values of the Senior Housing Facilities are well in excess of the mortgage
principal amounts plus accrued interest at May 31, 2000. As a result, the
Company is expected to recover the full amount that would be due under the loans
upon sale of the Senior Housing Facilities.
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<PAGE>
ILM II SENIOR LIVING, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
GENERAL (CONTINUED)
AGREEMENT AND PLAN OF MERGER WITH CAPITAL SENIOR LIVING CORPORATION
On February 7, 1999, the Company entered into an agreement and plan of
merger, which was amended and restated on October 19, 1999, with Capital Senior
Living Corporation ("CSLC"), the corporate parent of Capital, and certain
affiliates of Capital. On April 18, 2000, the Company entered into a First
Amendment to the Amended and Restated Agreement and Plan of Merger dated October
19, 1999. As stated in the April 18th amendment, if the merger is consummated,
the Shareholders of the Company will receive all-cash merger consideration of
approximately $13.04 per share compared to the previous merger consideration of
$14.47 per share. The Company was advised by CSLC that, due to deteriorating
conditions in the senior living industry and consequent decline in the loan
value of the Company's properties, Capital was unable to raise sufficient
financing to fund the original purchase price. CSLC has reported to the Company
that it has obtained a signed financing commitment for substantially all of the
merger consideration. In addition, the amended agreement requires CSLC to agree
to pay the Company increased termination fees in certain circumstances. Further,
the Company required CSLC to agree to reduce the amount of fees and expenses it
would receive upon termination of the merger in certain circumstances.
At a special meeting of Shareholders on June 22, 2000, holders of more than
two-thirds of the outstanding shares of the Company's common stock voted in
favor of approval of the proposed Amended and Restated Agreement and Plan of
Merger dated October 19, 1999, as amended on April 18, 2000. Subject to the
satisfaction of certain conditions, consummation of the merger is expected to
occur on or about July 31, 2000. The agreement presently provides that it may be
terminated if the merger is not consummated by September 30, 2000. Holders of
Company common stock will have no dissenters' rights in the merger.
In connection with the merger, the Company has agreed to cause ILM II
Holding to cancel and terminate the Facilities Lease Agreement with Lease II on
the date of consummation of the merger. As noted above, the Facilities Lease
Agreement, which is scheduled to expire on December 31, 2000, may be terminated
earlier at the election of the Lessor in connection with the sale by the Lessor
of the Senior Housing Facilities 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. There can be no assurance
as to whether the merger will be consummated or, if consummated, as to the
timing thereof.
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<PAGE>
ILM II SENIOR LIVING, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
LIQUIDITY AND CAPITAL RESOURCES
Occupancy levels for the six properties in which the Company has invested
averaged 91% and 94% for three months ended May 31, 2000 and 1999, respectively.
The Company's net operating cash flow is expected to be relatively stable and
predictable due to the structure of the Facilities Lease Agreement. The annual
base rental payments owed to ILM II Holding are $4,035,600 and will remain at
that level for the remainder of the lease term. In addition, the Senior Housing
Facilities are currently generating gross revenues which are in excess of the
specified threshold in the variable rent calculation, as discussed further
above, which became effective in January 1997.
The Company and Lease II have been pursuing the potential for future
expansion of several of the facilities which are located in areas that have
particularly strong markets for senior housing. Potential expansion candidates
include the facilities located in Omaha, Nebraska, and Fort Myers, Florida. As
part of this expansion program, approximately one acre of land located adjacent
to the Omaha facility was acquired in the first quarter of fiscal year 1998 for
approximately $135,000. The Fort Myers facility includes a vacant parcel of
approximately one and one-half acres which could accommodate an expansion of the
existing facility or the construction of a new free-standing facility.
Preliminary feasibility evaluations have been completed for all of these
potential expansions and pre-construction design and construction-cost
evaluations are underway for expansions of the facilities located in Omaha and
Fort Myers. Additionally, in December 1997, ILM II Holding purchased a one-half
acre parcel of land adjacent to the Stockton facility for approximately
$136,000. Although no expansion of this facility is being considered at this
time, this additional land will provide needed parking spaces and improved
access to the existing facility as well as future expansion potential.
The Company secured a construction loan facility with a major bank that
provides the Company with up to $8.8 million to fund the capital costs of the
potential expansion programs. The construction loan facility is secured by a
first mortgage of the Senior Housing Facilities and collateral assignment of the
Company's leases of such Senior Housing Facilities. The loan expires December
31, 2000, with possible extensions through September 29, 2003. Principal is due
at expiration. Interest is payable at a rate equal to LIBOR plus 1.10% or Prime
plus 0.5%. Loan origination costs in connection with this loan facility are
being amortized over the life of the loan.
On June 7, 1999, the Company borrowed approximately $1.2 million under the
construction loan facility to fund the pre-construction capital costs incurred
through April 1999, of the potential expansions of the Senior Housing
Facilities. As of May 31, 2000, approximately $7.6 million of the construction
loan facility is unused and available.
At May 31, 2000, the Company had cash and cash equivalents of $621,000
compared to $1,913,000 at August 31, 1999. Remaining cash amounts will be used
for the working capital requirements of the Company, along with the possible
investment in the properties owned by ILM II Holding for certain capital
improvements, and for transaction costs associated with the merger. If the
merger is not consummated, future capital improvements could be financed from
operations or through borrowings, depending on the magnitude of the
improvements, the availability of financing and the Company's incremental
borrowing rate. The source of future liquidity and dividends to the Shareholders
is expected to be through facilities lease payments from Lease II, interest
income earned on invested cash reserves and proceeds from the future sales of
the underlying operating investment properties. Such sources of liquidity are
expected to be adequate to meet the Company's operating requirements on both a
short-term and long-term basis. The Company generally will be obligated to
distribute annually at least 95% of its taxable income to its Shareholders in
order to continue to qualify as a REIT under the Internal Revenue Code.
While the Company has potential liabilities pending due to ongoing
litigation against the Company, the eventual outcome of this litigation cannot
presently be determined. The Company will vigorously defend against all claims
made against it and, at this time, it is not certain that the Company will have
ultimate responsibility for any such claims.
-16-
<PAGE>
ILM II SENIOR LIVING, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
MARKET RISK
The Company believes its market risk is immaterial.
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<PAGE>
ILM II SENIOR LIVING, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
RESULTS OF OPERATIONS
FOR THE NINE MONTHS ENDED MAY 31, 2000 VERSUS THE NINE MONTHS ENDED MAY 31, 1999
Net income increased $450,000 or 33.5% to $1,792,000 for the nine-month
period ended May 31, 2000 compared to $1,342,000 for the nine-month period ended
May 31, 1999. Total revenue was $4,116,000 representing an increase of $131,000,
or 3.3%, compared to the same period of the prior year. Rental and other income
increased $138,000 or 3.5%, to $4,084,000 for the nine-month period ended May
31, 2000, compared to $3,946,000 for the nine-month period ended May 31, 1999
due to increased rental income earned pursuant to the terms of the Facilities
Lease Agreement. Total expenses decreased $319,000, or 12.1%, to $2,324,000 for
the nine-month period ended May 31, 2000, compared to $2,643,000 for the
nine-month period ended May 31, 1999. This overall decrease in expenses is
primarily attributable to a $313,000 or 23.4% decrease in professional fees due
to a decrease in the use of financial and advisory professionals who were
engaged to assist the Company with the agreement and plan of merger with Capital
Senior Living Corporation (as discussed in Note 1 to the financial statements)
as well as decreased legal fees associated with the construction loan facility.
The $53,000 or 20.8% decrease in general and administrative expenses to $202,000
for the nine-month period ended May 31, 2000, from $255,000 for the same period
last year, is due to a variety of factors including decreased Director and
Officer insurance costs of $13,000 or 11.2%; a $44,000 or 85.9% decrease in
miscellaneous expense and a $7,000 or 39.1% decrease in investor servicing
offset by a $17,049 increase in state tax payments; and minor increases and
decreases in other general and administrative costs.
FOR THE THREE MONTHS ENDED MAY 31, 2000 VERSUS THE THREE MONTHS ENDED
MAY 31, 1999
Net income increased $245,000 or 79.3% to $554,000 for the third
quarter ended May 31, 2000 compared to $309,000 for the third quarter ended May
31, 1999. Total revenue was $1,371,000 representing an increase of $61,000 or
4.7%, compared to the same period of the prior year. Rental and other income
increased $62,000 or 4.8%, to $1,364,000 for the quarter ended May 31, 2000,
compared to $1,302,000 for the quarter ended May 31, 1999, due to increased
rental income earned pursuant to the terms of the Facilities Lease Agreement.
Total expenses decreased $184,000, or 18.4%, to $817,000 for the three-month
period ended May 31, 2000, compared to $1,001,000 for the three-month period
ended May 31, 1999. This decrease in expenses is primarily attributable to a
$211,000 or 36.8% decrease in professional fees due to a decrease in the use of
financial and advisory professionals who were engaged to assist the Company with
the agreement and plan of merger with Capital Senior Living Corporation (as
discussed in Note 1 to the financial statements) as well as decreased legal fees
associated with the construction loan facility. These decreases were offset by
minor increases in other expenses, including general and administrative costs.
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<PAGE>
ILM II SENIOR LIVING, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
FORWARD-LOOKING INFORMATION
CERTAIN STATEMENTS INCLUDED IN THIS QUARTERLY REPORT ON FORM 10-Q
("QUARTERLY REPORT") CONSTITUTE "FORWARD-LOOKING STATEMENTS" INTENDED TO QUALIFY
FOR THE SAFE HARBORS FROM LIABILITY ESTABLISHED BY SECTION 27A OF THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND SECTION 21E OF THE
SECURITIES ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT"). THESE FORWARD-LOOKING
STATEMENTS GENERALLY CAN BE IDENTIFIED AS SUCH BECAUSE THE CONTEXT OF THE
STATEMENT WILL INCLUDE WORDS SUCH AS "BELIEVES," "COULD," "MAY," "SHOULD,"
"ENABLE," "LIKELY," "PROSPECTS," "SEEK," "PREDICTS," "POSSIBLE," "FORECASTS,"
"PROJECTS," "ANTICIPATES," "EXPECTS" AND WORDS OF ANALOGOUS IMPORT AND
CORRELATIVE EXPRESSIONS THEREOF, AS WELL AS STATEMENTS PRECEDED OR OTHERWISE
QUALIFIED BY: "THERE CAN BE NO ASSURANCE" OR "NO ASSURANCE CAN BE GIVEN."
SIMILARLY, STATEMENTS THAT DESCRIBE THE COMPANY'S FUTURE PLANS, OBJECTIVES,
STRATEGIES OR GOALS ALSO ARE FORWARD-LOOKING STATEMENTS. SUCH STATEMENTS MAY
ADDRESS FUTURE EVENTS AND CONDITIONS CONCERNING, AMONG OTHER THINGS, THE
COMPANY'S CASH FLOWS, RESULTS OF OPERATIONS AND FINANCIAL CONDITION; THE
CONSUMMATION OF ACQUISITION AND FINANCING TRANSACTIONS AND THE EFFECT THEREOF ON
THE COMPANY'S BUSINESS, ANTICIPATED CAPITAL EXPENDITURES, PROPOSED OPERATING
BUDGETS AND ACCOUNTING RESERVES; LITIGATION; PROPERTY EXPANSION AND DEVELOPMENT
PROGRAMS OR PLANS; REGULATORY MATTERS; AND THE COMPANY'S PLANS, GOALS,
STRATEGIES AND OBJECTIVES FOR FUTURE OPERATIONS AND PERFORMANCE. ANY SUCH
FORWARD-LOOKING STATEMENTS ARE SUBJECT TO VARIOUS RISKS AND UNCERTAINTIES THAT
COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED
IN SUCH FORWARD-LOOKING STATEMENTS. SUCH FORWARD-LOOKING STATEMENTS ARE SUBJECT
TO A NUMBER OF ASSUMPTIONS REGARDING, AMONG OTHER THINGS, GENERAL ECONOMIC,
COMPETITIVE AND MARKET CONDITIONS. SUCH ASSUMPTIONS NECESSARILY ARE BASED ON
FACTS AND CONDITIONS AS THEY EXIST AT THE TIME SUCH STATEMENTS ARE MADE, THE
PREDICTION OR ASSESSMENT OF WHICH MAY BE DIFFICULT OR IMPOSSIBLE AND, IN ANY
CASE, BEYOND THE COMPANY'S CONTROL. FURTHER, THE COMPANY'S BUSINESS IS SUBJECT
TO A NUMBER OF RISKS THAT MAY AFFECT ANY SUCH FORWARD-LOOKING STATEMENTS AND
ALSO COULD CAUSE ACTUAL RESULTS OF THE COMPANY TO DIFFER MATERIALLY FROM THOSE
PROJECTED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. ALL FORWARD-LOOKING
STATEMENTS CONTAINED IN THIS QUARTERLY REPORT ARE EXPRESSLY QUALIFIED IN THEIR
ENTIRETY BY THE CAUTIONARY STATEMENTS IN THIS PARAGRAPH. MOREOVER, THE COMPANY
DOES NOT INTEND TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS TO REFLECT
ANY CHANGES IN GENERAL ECONOMIC, COMPETITIVE OR MARKET CONDITIONS AND
DEVELOPMENTS BEYOND ITS CONTROL.
READERS OF THIS QUARTERLY REPORT ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE
ON ANY OF THE FORWARD-LOOKING STATEMENTS SET FORTH HEREIN AND THAT ACTUAL FUTURE
RESULTS MAY DIFFER.
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ILM II SENIOR LIVING, INC.
PART II-OTHER INFORMATION
ITEM 1. THROUGH 5. NONE
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits: 27. Financial Data Schedule
(b) Reports on Form 8-K:
The Company filed a Current Report on Form 8-K dated June 2, 2000, reporting (1)
the impending termination of the Facilities Lease Agreement between the Company
and ILM II Lease Corporation; and (2) the Board of Director's decision regarding
the declaration of dividends for the remainder of fiscal year 2000.
The Company filed a Current Report on Form 8-K dated April 18, 2000, reporting
that the Company had entered into the First Amendment to the Amended and
Restated Agreement and Plan of Merger dated October 19, 1999, with Capital
Senior Living Corporation.
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<PAGE>
ILM II SENIOR LIVING, INC.
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 thereunto duly authorized.
BY: ILM II SENIOR LIVING, INC.
By: /s/ J. WILLIAM SHARMAN, JR.
----------------------------
J. William Sharman, Jr.
President and Director
Dated: JULY 14, 2000
--------------------
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