<PAGE>
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 NOVEMBER 30, 1999
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 / / No /X/
Shares of common stock outstanding as of November 30, 1999: 5,181,236.
===============================================================================
Page 1 of 22
<PAGE>
ILM II SENIOR LIVING, INC
INDEX
<TABLE>
<CAPTION>
Part I. Financial Information PAGE
<S> <C> <C>
Item 1. Financial Statements
Consolidated Balance Sheets
November 30, 1999 (Unaudited) and August 31, 1999........................................................... 4
Consolidated Statements of Income
For the three months ended November 30, 1999 and 1998 (Unaudited)........................................... 5
Consolidated Statements of Changes in Shareholders' Equity
For the three month ended November 30, 1999 and 1998 (Unaudited)............................................ 6
Consolidated Statements of Cash Flows
For the three months ended November 30, 1999 and 1998 (Unaudited)........................................... 7
Notes to Consolidated Financial Statements (Unaudited)...................................................... 8-13
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations..........14-19
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
November 30, 1999 (Unaudited) and August 31, 1999
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
ASSETS
------
NOVEMBER 30, 1999 AUGUST 31, 1999
----------------- ---------------
<S> <C> <C>
Operating investment properties, at cost:
Land $ 5,673 $ 5,664
Building and improvements 27,971 27,957
Furniture, fixtures and equipment 3,815 3,815
--------- ---------
37,459 37,436
Less: accumulated depreciation (9,132) (8,834)
---------- ---------
28,327 28,602
Unamortized mortgage fees 1,425 1,425
Less: accumulated amortization (1,144) (1,108)
---------- --------
281 317
Loan origination fees 144 144
Less: accumulated amortization (54) (42)
----------- ----------
90 102
Cash and cash equivalents 1,458 1,913
Accounts receivable - related party 370 337
Prepaid expenses and other assets 44 68
Deferred rent receivable 29 37
-------- --------
$ 30,599 $ 31,376
======== ========
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
<S> <C> <C>
Accounts payable and accrued expenses $ 173 $ 219
Accounts payable-related party 254 527
Construction loan payable 1,165 1,165
Preferred shareholders' minority
interest in subdiary 136 134
--------- -------
Total liabilities 1,728 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 (16,004) (15,544)
--------- --------
Total shareholder's equity 28,871 29,331
--------- --------
$ 30,599 $ 31,376
========= ========
</TABLE>
See accompanying notes.
-4-
<PAGE>
ILM II SENIOR LIVING, INC.
CONSOLIDATED STATEMENTS OF INCOME
For the three months ended November 30, 1999 and 1998 (Unaudited)
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
NOVEMBER 30
1999 1998
---- ----
<S> <C> <C>
REVENUES:
Rental and other Income $1,352 $1,311
Interest Income 15 18
------- --------
1,367 1,329
EXPENSES:
Depreciation 298 283
Amortization 48 41
Professional fees 305 172
General and administrative 55 101
Directors' compensation 20 20
------- ---------
726 617
------- ---------
NET INCOME $ 641 $ 712
======= =========
Basic earnings per share of common stock $ 0.12 $ 0.14
======= =========
Cash dividends paid per share of common stock $ 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 three months ended November 30, 1999 and 1998 (Unaudited)
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
Common Stock ADDITIONAL
$.01 PAR VALUE 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 .................... -- -- -- (1,101) (1,101)
Net income ............................. -- -- -- 712 712
--------- --------- --------- --------- ---------
Shareholders' equity
at November 30, 1998 ................... 5,181 $ 52 $ 44,823 $ (13,226) $ 31,649
========= ========= ========= ========= =========
Shareholders' equity
at August 31, 1999 ..................... 5,181,236 $ 52 $ 44,823 $ (15,544) $ 29,331
Cash dividends paid .................... -- -- -- (1,101) (1,101)
Net income ............................. -- -- -- 641 641
--------- ------ --------- --------- ---------
Shareholders' equity
at November 30, 1999 ................... 5,181,236 $ 52 $ 44,823 $ (16,004) $ 28,871
========= ====== ========= ========== ==========
</TABLE>
See accompanying notes.
-6-
<PAGE>
ILM II SENIOR LIVING, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended November 30, 1999 and 1998 (Unaudited)
(Dollars in thousands)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
NOVEMBER 30,
-----------
1999 1998
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income .............................................................. $ 641 $ 712
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization expense ....................... 346 324
Accrued dividends on subsidiary's preferred stock ........... 2 2
Changes in assets and liabilities:
Accounts receivable - related party ...................... (33) (160)
Prepaid expenses and other assets ........................ 24 8
Deferred rent receivable ................................. 8 21
Accounts payable and accrued expenses .................... (46) (83)
Accounts payable - related party ......................... (273) --
------- -------
Net cash provided by operating activities . 669 824
Cash flows from investing activities:
Additions to operating investment properties ............... (23) (189)
------- -------
Net cash used in investing activities ...... (23) (189)
Cash flows from financing activities:
Loan origination fees paid ................................. -- (32)
Cash dividends paid to shareholders ........................ (1,101) (1,101)
------- -------
Net cash used in financing activities (1,101) (1,133)
------- -------
Net decrease in cash and cash equivalents .................................. (455) (498)
Cash and cash equivalents, beginning of period ............................. 1,913 1,896
------- -------
Cash and cash equivalents, end of period ................................... $ 1,458 $ 1,398
======= =======
Cash paid for interest ..................................................... $ 13 $ --
======= =======
</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 the 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 November 30, 1999 and revenues and expenses for each of
the three-month periods ended November 30, 1999 and 1998. 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 three-month
period ended November 30, 1999, are not necessarily indicative of the
results that may be expected for the year ended 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. ("PaineWebb "). 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 November 30, 1999 on the preferred stock
in ILM II Holding totaled approximately $25,000.
-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.
RECENT DEVELOPMENTS
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, the corporate parent of Capital, and certain
affiliates of Capital. If the merger is consummated, the Shareholders of the
Company will receive all-cash merger consideration of approximately $14.47
per share. Consummation of this transaction will require, among other
things, the affirmative vote of the holders of not less than 66-2/3% of the
Company's outstanding common stock. While there can be no assurance,
consummation of the merger is presently anticipated in the second quarter of
calendar year 2000. 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 immediately prior to the effective time 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. 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 November 30, 1999, 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 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 rental income
was $350,000 and $310,000 for the three-month periods ended November 30,
1999 and 1998, respectively.
-10-
<PAGE>
ILM II SENIOR LIVING, INC.
Notes to Consolidated Financial Statements (Unaudited)
(continued)
OPERATING INVESTMENT PROPERTIES SUBJECT TO FACILITIES LEASE AGREEMENT
(CONTINUED)
RECENT DEVELOPMENTS
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, the corporate parent of Capital, and certain
affiliates of Capital. If the merger is consummated, the Shareholders of the
Company will receive all-cash merger consideration of approximately $14.47
per share. Consummation of this transaction will require, among other things,
the affirmative vote of the holders of not less than 66-2/3% of the Company's
outstanding common stock. While there can be no assurance, consummation of
the merger is presently anticipated in the second quarter of calendar year
2000. 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
immediately prior to the effective time 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. There can be no assurance as to whether the
merger will be consummated or, if consummated, as to the timing thereof.
3. RELATED PARTY TRANSACTIONS
Subject to the supervision of the Company's Board of Directors, assistance
in managing the business of the Company was provided by PaineWebber. As
discussed in the Company's Annual Report on Form 10-K, PaineWebber resigned
effective as of June 18, 1997.
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
three months ended November 30, 1999 and 1998, Capital earned property
management fees from the Company of $253,000 and $224,000, respectively.
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 three
months ended November 30, 1999 and 1998, Capital Senior Development, Inc.
earned no fees and $14,000 from the Company, respectively, 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 three months ended November 30, 1999 and 1998, Greenberg Traurig
earned fees from the Company of $73,000 and $153,000, respectively.
Accounts receivable - related party at November 30, 1999 and August 31,
1998 includes variable rent due from Lease II. Accounts payable-related party
at November 30, 1999 and August 31, 1999 represent accrued legal fees due to
Greenberg Traurig, Counsel to the Company and its affiliates 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 July 8, 1998, the Company and its
co-defendants moved to dismiss the complaint on all counts.
On December 8, 1998, the Court granted the Company's dismissal motion in
part but afforded the plaintiffs leave to amend their complaint. In doing so,
the Court accepted the Company's position that all claims relating to the
derivative actions were filed improperly. In addition, the Court dismissed
common law claims for punitive damages, but allowed plaintiffs to amend their
claims to assert claims alleging that the defendants injured shareholders
without injuring the Company as a whole.
On January 22, 1999, the Feldman plaintiffs filed an amended complaint,
again purporting to commence a class action, and adding claims under Section
10(b) and 20(a) of the Securities and Exchange Act of 1934 and Rule 10b-5
promulgated thereunder. Even before the Company and the Board of Directors
responded to that amended complaint, the Feldman plaintiffs moved for leave
to file a second amended complaint to add claims directed at enjoining the
announced potential merger with Capital Senior Living Corporation and,
alternatively, for compensatory and punitive damages. At a hearing held on
March 4, 1999 relating to the motion for leave to file that second amended
complaint and to expedite discovery, the Court granted leave to amend and set
a schedule for discovery leading to a trial (if necessary) in the summer of
1999.
On March 9, 1999, the Feldman plaintiffs filed a second amended complaint,
which included claims for injunctive relief and, in the alternative, damages
in an unspecified amount. In response to the Company's motion to dismiss the
second amended complaint filed by the plaintiffs, on June 7, 1999 the Court
issued an order dismissing the plaintiffs' federal security claims but
denying the motion to dismiss plaintiffs' claims for breach of fiduciary duty
and judicial dissolution, which motion was addressed to the pleadings and not
to the merits of the action.
On June 21, 1999, the Company and its co-defendants answered the second
amended complaint and denied any and all liability and moved for
reconsideration of the portion of the Court's June 7, 1999 order denying
their motion to dismiss. In response to discovery requests, the Company, ILM
I and others produced documents to the plaintiffs and depositions of current
and former directors and others were taken. Discovery was completed as of
July 1, 1999.
On July 2, 1999, the parties to this action came to an
agreement-in-principle to settle the action. On August 3, 1999, the parties
entered into a Stipulation of Settlement and on August 11, 1999, the Court
signed an order preliminarily approving the Stipulation and providing for
notice of the Stipulation to the proposed settlement class.
-12-
<PAGE>
ILM II SENIOR LIVING, INC.
Notes to Consolidated Financial Statements (Unaudited)
(continued)
4. LEGAL PROCEEDINGS AND CONTINGENCIES (CONTINUED)
On September 30, 1999, the Court conducted a hearing and on October 4,
1999 issued an order certifying a settlement class and approving the proposed
settlement as fair, reasonable and adequate, subject to the condition that
certain modifications be made to the Stipulation of Settlement and any
related documents filed with the Court on or before October 15, 1999.
On October 15, 1999, the parties entered into a revised 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. In its October 4th
order, the Court also denied the application by plaintiffs' counsel for
payment of attorneys' fees and expenses, without prejudice to renewal within
14 days upon reapplication therefor. On or about October 14, 1999,
plaintiffs' counsel reapplied to the Court for fees and expenses. A hearing
was held November 5, 1999, in which the Court granted the application for
attorney's fees in the amount of $950,000 and costs in the amount of
$182,000. Under the Stipulation, if the proposed merger is consummated,
Capital Senior Living Corporation is responsible for payment of such
attorney's fees and expenses sought under this application, and if the
proposed merger with Capital Senior Living Corporation is not consummated and
if ILM I and the Company were to consummate an extraordinary transaction with
a third party, then ILM I and the Company would be responsible for such 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 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 properties. The loan expires
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
November 30, 1999, 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.
6. SUBSEQUENT EVENT
On December 15, 1999, the Company's Board of Directors declared a
quarterly dividend for the three-month period ended November 30, 1999. On
January 15, 2000, a dividend of $0.2125 per share of common stock, totaling
approximately $1,101,000, was paid to Shareholders of record as of December
31, 1999.
-13-
<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), 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 three-month periods ended November 30, 1999 and
1998 was $350,000 and $310,000, 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.
-14-
<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. 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. Cumulative dividends in
arrears as of November 30, 1999 on the Preferred Stock in ILM II Holding totaled
approximately $25,000.
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 November 30, 1999. 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.
-15-
<PAGE>
ILM II SENIOR LIVING, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
GENERAL (CONTINUED)
RECENT DEVELOPMENTS
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, the corporate parent of Capital, and certain affiliates of
Capital. If the merger is consummated, the Shareholders of the Company will
receive all-cash merger consideration of approximately $14.47 per share.
Consummation of this transaction will require, among other things, the
affirmative vote of the holders of not less than 66-2/3% of the Company's
outstanding common stock. While there can be no assurance, consummation of the
merger is presently anticipated in the second quarter of calendar year 2000. 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 immediately
prior to the effective time of the merger. As noted above, the Facilities Lease
Agreement, which is scheduled to expire on December 31, 2000, may be terminate
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. There can be
no assurance as to whether the merger will be consummated or, if consummated, as
to the timing thereof.
LIQUIDITY AND CAPITAL RESOURCES
Occupancy levels for the six properties in which the Company has invested
averaged 93% and 95% for three months ended November 30, 1999 and 1998,
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 Myer 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 lan 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 November 30, 1999, approximately $7.6 million of the
construction loan facility is unused and available.
-16-
<PAGE>
ILM II SENIOR LIVING, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
At November 30, 1999, the Company had cash and cash equivalents of
$1,458,000 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 dividends to the Shareholders. 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.
YEAR 2000
The Year 2000 issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Any of the Company's
computer programs or hardware that have date-sensitive software or embedded
chips may recognize the year 2000 as a date other than the year 2000. This could
result in a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices or engage in similar normal business activities.
The Company has assessed its exposure to operating equipment, and such
exposure is not significant due to the nature of the Company's business.
The Company is not aware of any external agent with a Year 2000 issue that
would materially impact the Company's results of operations, liquidity or
capital resources. However, the Company has no means of determining whether or
ensuring those external agents will be Year 2000 ready. The inability of
external agents to complete their Year 2000 resolution process in a timely
fashion could impact the Company.
Management of the Company believes it has an effective program in place to
resolve the Year 2000 issue in a timely manner. As noted above, the company
believes that it has completed all necessary phases of its Year 2000 program.
However, disruptions in the economy generally resulting from Year 2000 issues
could also adversely affect the Company. Although the amount of potential
liability and lost revenue cannot be reasonably estimated at this time, in a
worst case situation, if Capital, Lease II's only significant and material
third-party contractor, were to experience a Year 2000 problem, it is likely
that Lease II would not receive rental income as it became due from Senior
Living Facility residents. Lease II in turn would fail to pay ILM II holding
lease payments as they arise under the master lease, and ILM II Holding in turn
would fail to pay the Company mortgage payments due it. However, the Company
believes that given the nature of its business, such problem would be temporary
and easily remediable with a simple accounting.
MARKET RISK
The Company believes its market risk is immaterial.
-17-
<PAGE>
ILM II SENIOR LIVING, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
RESULTS OF OPERATIONS
FOR THE THREE MONTHS ENDED NOVEMBER 30, 1999 VERSUS THE THREE MONTHS ENDED
NOVEMBER 30, 1998
Net income decreased $71,000, or 10.0%, to $641,000 for the third quarter
ended November 30, 1999 compared to $712,000 for the third quarter ended
November 30, 1998. Total revenue was $1,367,000 representing an increase of
$38,000, or 2.9%, compared to the same period of the prior year. Rental and
other income increased $41,000 or 3.1%, to $1,352,000 for the quarter ended
November 30, 1999 from $1,311,000 for the quarter ended November 30, 1998, due
to increased rental income earned pursuant to the terms of the Facilities Lease
Agreement. Total expenses increased $109,000, or 17.7%, to $726,000 for the
three-month period ended November 30, 1999, compared to $617,000 for the
three-month period ended May 31, 1998. This increase in expenses is primarily
attributable to increased legal and professional fees associated with the
Company's proposed agreement and plan of merger with Capital Senior Living
Corporation, as discussed in Note 2 to the financial statements. The $46,000 or
45.5% decrease in general and administrative expenses to $55,000 for the quarter
ended November 30, 1999, from $101,000 for the same period last year, is due to
a variety of factors including decreased insurance costs of $27,000 or 53.8%;
decreased printing costs of $10,000 or 92.6% as shareholder reports were
completed earlier in the current year when compared to the previous year; and a
$16,000 or 64% decrease in state tax catch up payments from the prior year,
offset by minor increases and decreases in certain other general and
administrative costs.
-18-
<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 FORWAR
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.
-19-
<PAGE>
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: NONE
-20-
<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: JANUARY 15, 2000
-21-
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