ILM I LEASE CORP, 10-K/A, 2000-02-09

ILM I LEASE CORP
10-K/A, 2000-02-09
REAL ESTATE INVESTMENT TRUSTS

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
- ----- SECURITIES EXCHANGE ACT OF 1934

FOR FISCAL YEAR ENDED: AUGUST 31, 1999

- ------ 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: 0-25878
-------

ILM I LEASE CORPORATION

(Exact name of registrant as specified in its charter)

VIRGINIA 04-3248637
- -------------------- ----------------
(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: 888-257-3550
------------

Securities registered pursuant to Section 12(b) of the Act:

NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON 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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X
---
Indicate by check mark whether the registrant (1) has filed all reports 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 August 31, 1999: 7,519,430. The
aggregate sales price of the shares sold was $700,000. This does not reflect
market value. There is no current market for these shares.

DOCUMENTS INCORPORATED BY REFERENCE

DOCUMENTS FORM 10-K REFERENCE
- -------------------------------------------------------- -------------------
Registration Statement on Form 10 of registrant dated Part III, Part IV
July 20, 1995, as supplemented [33 Act filing #33-27653]

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<PAGE>

ILM I LEASE CORPORATION

1999 FORM 10-K

TABLE OF CONTENTS

PAGE

PART I
- ------

Item 1 Business.......................................................... I-1
Item 2 Properties........................................................ I-5
Item 3 Legal Proceedings................................................. I-5
Item 4 Submission of Matters to a Vote of Security Holders............... I-6

PART II
- -------

Item 5 Market for the Registrant's Shares and Related
Stockholder Matters............................................... II-1
Item 6 Selected Financial Data........................................... II-2
Item 7 Management's Discussion and Analysis of Financial Condition
and Results of Operations....................................... II-3
Item 8 Financial Statements and Supplementary Data....................... II-8
Item 9 Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure........................................ II-8

PART III
- --------

Item 10 Directors and Executive Officers of the Registrant................ III-1
Item 11 Executive Compensation............................................ III-3
Item 12 Security Ownership of Certain Beneficial Owners and Management.... III-4
Item 13 Certain Relationships and Related Transactions.................... III-4

PART IV
- -------

Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K... IV-1
Signatures........................................................................ IV-2
Index to Exhibits................................................................. IV-3
Financial Statements and Supplementary Data....................................... F1-F16

</TABLE>

<PAGE>

ILM I LEASE CORPORATION

PART I

ITEM 1. BUSINESS

ILM I Lease Corporation (the "Company") was incorporated on September 12,
1994, under the laws of the State of Virginia by ILM Senior Living, Inc., a
Virginia finite-life corporation ("ILM I"), formerly PaineWebber Independent
Living Mortgage Fund, Inc., to operate eight rental housing projects that
provide independent living and assisted living services for senior citizens (the
"Senior Housing Facilities") under the terms of a facilities lease agreement
dated September 1, 1995 (the "Facilities Lease Agreement"), between the Company,
as lessee, and ILM Holding, Inc. ("ILM Holding"), as lessor, and a direct
subsidiary of ILM I. The Company's sole business is the operation of the Senior
Housing Facilities.

ILM I contributed $700,000 to the Company in return for all of the issued
and outstanding shares of the Company's common stock. ILM I had originally made
mortgage loans secured by the Senior Housing Facilities to Angeles Housing
Concepts, Inc. ("AHC") between June 1989 and July 1992. In March 1993, AHC
defaulted under the terms of such mortgage loans and in connection with the
settlement of such default, title to the Senior Housing Facilities was
transferred, effective April 1, 1994, to certain majority-owned, indirect
subsidiaries of ILM I, subject to the mortgage loans. Subsequently, these
property-owning subsidiaries of ILM I were merged into ILM Holding. As part of
the fiscal 1994 settlement agreement with AHC (the "Settlement Agreement"), ILM
Holding retained AHC as the property manager for all of the Senior Housing
Facilities pursuant to the terms of a management agreement which was assigned to
the Company as of September 1, 1995. As discussed further in Item 7, the
management agreement with AHC was terminated in July 1996. ILM I is a public
company subject to the reporting obligations of the Securities and Exchange
Commission.

ILM I has elected to qualify and be taxed as a Real Estate Investment Trust
("REIT") under the Internal Revenue Code of 1986, as amended ("the Code"), for
each taxable year of operations. In order to maintain its status as a REIT, 75%
of ILM I's annual gross income must be Qualified Rental Income as defined by the
Code. The rent paid by the residents of the Senior Housing Facilities likely
would not be deemed to be Qualified Rental Income because of the extent of
services provided to residents. Consequently, the operation of the Senior
Housing Facilities by ILM I or its subsidiaries over an extended period of time
could adversely affect ILM I's status as a REIT. Therefore, ILM I formed the
Company to operate the Senior Housing Facilities, and by means of a
distribution, transferred the ownership of the common stock of the Company to
the holders of ILM I common stock on September 1, 1995. Because the Company,
which is taxed as a so-called "C" corporation, is no longer a subsidiary of ILM
I, it can receive service-related income without endangering the REIT status of
ILM I.

On September 1, 1995, after ILM I received the required regulatory
approval, it distributed all of the outstanding shares of capital stock of the
Company to the holders of record of ILM I's common stock. One share of common
stock of the Company was issued for each full share of ILM I's common stock
held. No fractional shares were issued. Holders of ILM I's common stock were not
required to pay any cash or other consideration or to exchange their common
stock of ILM I for the common stock of the Company. Prior to the distribution of
the Company's stock, ILM I's shareholders received an information statement
fully describing the Company and the distribution of its capital stock.

ILM Holding (the "Lessor"), a majority-owned subsidiary of ILM I, leases
the Senior Housing Facilities to the Company (the "Lessee"), pursuant to a
Facilities Lease Agreement. Such lease was extended on a month-to-month basis on
November 16, 1999 beyond its original expiration date of December 31, 1999. ILM
I has entered into an agreement and plan of merger with Capital Senior Living
Corporation and certain affiliates of Capital, and has agreed to cause ILM
Holding to cancel and terminate the Facilities Lease Agreement immediately prior
to the effective time of the merger. While there can be no assurance,
consummation of the merger is presently anticipated in the first quarter of
calendar year 2000. The lease is accounted for as an operating lease in the
Company's financial statements.

I-1
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ILM I LEASE CORPORATION

ITEM 1. BUSINESS (CONTINUED)

In July 1996, following the termination of the property management
agreement with AHC, and the Company entered into a property management agreement
(the "Management Agreement") with Capital Senior Management 2, Inc. ("Capital")
to handle the day-to-day operations of the Senior Housing Facilities. Lawrence
A. Cohen, who served through July 28, 1998 as a Director of the Company and
President, Chief Executive Officer and Director of ILM I, 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
and Acting Chief Financial Officer of Capital Senior Living Corporation. As a
result, the Management Agreement with Capital was considered a related party
transaction through July 28, 1998.

Pursuant to the Facilities Lease Agreement, the Company pays annual base
rent for the use of the Senior Housing Facilities in the aggregate amount of
$6,364,800. 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 Holding, as the Lessor, is responsible for all
major capital improvements and structural repairs to the Senior Housing
Facilities. Also, any fixed assets of the Company at a Senior Housing Facility
would remain with the Senior Housing Facility at the termination of the lease.
The Company also pays variable rent, on a quarterly basis, for each Senior
Housing Facility in an amount equal to 40% of the excess of aggregate total
revenues for the Senior Housing Facilities, on an annualized basis, over
$16,996,000. For the fiscal years ended August 31, 1999 and 1998, variable rent
expense was $1,164,000 and $894,000, respectively.

On February 7, 1999, ILM I entered into an agreement and plan of merger
with Capital Senior Living Corporation, the corporate parent of Capital, and
certain affiliates of Capital. Although there can be no assurance as to whether
the merger will be consummated or, if consummated, as to the timing thereof, the
Company's operations would not be expected to continue beyond the effective time
of the merger.

I-2
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ILM I LEASE CORPORATION

ITEM 1. BUSINESS (CONTINUED)

Descriptions of the properties covered by the Facilities Lease Agreement
between the Company and ILM Holding at August 31, 1999 are summarized as
follows:

Year Rentable Resident
Property Name and Location (1) Type of Property Facility Built Units (3) Capacities (3)
- ------------------------------ ---------------- -------------- ---------- --------------
<S> <C> <C> <C> <C>

Independence Village of Winston-Salem Senior Housing Facility 1989 159 162
Winston-Salem, NC

Independence Village of East Lansing Senior Housing Facility 1989 161 162
East Lansing, MI

Independence Village of Raleigh Senior Housing Facility 1991 164 205
Raleigh, NC

Independence Village of Peoria Senior Housing Facility 1990 166 183
Peoria, IL

Crowne Point Apartments Senior Housing Facility 1984 135 163
Omaha, NE

Sedgwick Plaza Apartments Senior Housing Facility 1984 150 170
Wichita, KS

West Shores Senior Housing Facility 1986 136 166
Hot Springs, AR

Villa Santa Barbara (2) Senior Housing Facility 1979 125 125
Santa Barbara, CA

</TABLE>

(1) See Notes to the Financial Statements filed with this Annual Report for a
description of the agreements through which the Company has leased these
facilities.

(2) The Company operates Villa Santa Barbara under a co-tenancy arrangement
with an affiliated company, ILM II Lease Corporation ("Lease II"). The
Company has entered into an agreement with Lease II regarding such joint
tenancy. Lease II was formed for similar purposes as the Company by an
affiliated company, ILM II Senior Living, Inc. ("ILM II"), a subsidiary of
which owns a portion of the Villa Santa Barbara property. The portion of
the Senior Housing Facility leased by the Company represents 25% of the
total project. Villa Santa Barbara is 25% owned by ILM Holding and 75% by
ILM II Holding, Inc., a direct subsidiary of ILM II, as tenants in common.
Upon the sale of ILM I or ILM II, arrangements would be made to transfer
the Santa Barbara facility to the non-selling joint tenant (or one of its
subsidiaries). The property was extensively renovated in 1995.

(3) 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.

The Senior Housing Facilities are subject to competition from similar
properties in the vicinities in which they are located. The properties are
located in areas with significant senior citizen populations and, as a result
there are, and will likely continue to be, a variety of competing projects aimed
at attracting senior residents. Such projects will generally compete on the
basis of rental rates, services, amenities and location. The Company has no real
estate investments located outside the United States. The Company's sole
business is the operation of the Senior Housing Facilities. Therefore,
presentation of information about industry segments is not applicable.

I-3
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ILM I LEASE CORPORATION

ITEM 1. BUSINESS (CONTINUED)

The Company's use of the properties is limited to use as Senior Housing
Facilities. The Company has responsibility to obtain and maintain all licenses,
certificates and consents needed to use and operate each Senior Housing
Facility, and to use and maintain each Senior Housing Facility in compliance
with all local board of health and other applicable governmental and insurance
regulations. The Senior Housing Facilities located in Arkansas, California and
Kansas are licensed by such states to provide assisted living services. In
addition, various health and safety regulations and standards, which are
enforced by state and local authorities, apply to the operation of all the
Senior Housing Facilities. Violations of such health and safety standards could
result in fines, penalties, closure of a Senior Housing Facility, or other
sanctions.

Through June 18, 1997 and subject to the supervision of the Company's Board
of Directors, assistance in managing the business of the Company was provided by
PaineWebber Lease Advisor, L.P. ("PaineWebber"). For discussion purposes,
PaineWebber will refer to PaineWebber Lease Advisor, L.P. and all affiliates of
PaineWebber that provided services to the Company in the past. PaineWebber
resigned from this position effective as of June 18, 1997, although PaineWebber
agreed to perform certain administrative services for the Company and its
affiliates through August 31, 1997. Through the date of its resignation,
PaineWebber performed the day-to-day operations of the Company and acted as the
investment advisor and consultant for the Company. PaineWebber provided cash
management, accounting, tax preparation, financial reporting, investor
communications and relations as well as asset management services to the
Company. These services are now being provided to the Company, subject to the
supervision of the Company's Board of Directors, by various companies and
consultants including Greenberg Traurig, Fleet Bank, Ernst & Young LLP and
MAVRICC Management Systems, Inc.

There are currently three Directors of the Company, none of whom are
affiliates of PaineWebber or the property management company. The Directors are
subject to removal by the vote of the holders of a majority of the outstanding
shares of the Company's common stock.

The terms of transactions between the Company and PaineWebber and similar
disclosures with respect to relationships of other related parties which provide
services to the Company are set forth in Items 11 and 13 below to which
reference is hereby made for a description of such terms and transactions.

As discussed further in Item 7, on July 29, 1996, the Company terminated
the property management agreement with AHC and retained Capital to be the
property manager of the Senior Housing Facilities, and ILM I guaranteed the
payment of all fees due to Capital under the terms of the Management Agreement.
Lawrence A. Cohen, who served through July 28, 1998 as a Director of the Company
and President, Chief Executive Officer and Director of ILM I, 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
and Acting Chief Financial Officer of Capital Senior Living Corporation. As a
result, through July 28, 1998, Capital was considered a related party (see Item
13). For the years ended August 31, 1999 and 1998, Capital earned property
management fees from the Company of $1,008,000 and $919,000 respectively.

I-4
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ILM I LEASE CORPORATION

ITEM 2. PROPERTIES

As of August 31, 1999, the Company has leased the eight operating
properties referred to under Item 1 above, to which reference is made for the
description, name and location of such properties.

Average occupancy levels for each fiscal quarter during 1999, along with an
average for the year, are presented below for each property:

<TABLE>
<CAPTION>
Average Quarterly Occupancy
------------------------------------------------
Fiscal
1999
11/30/98 2/28/99 5/31/99 8/31/99 Average
-------- ------- ------- ------- -------

<S> <C> <C> <C> <C> <C>
Independence Village
of Winston-Salem 92% 94% 93% 96% 94%

Independence Village
of East Lansing 94% 89% 87% 87% 89%

Independence Village of Raleigh 95% 94% 95% 97% 95%

Independence Village of Peoria 98% 98% 96% 95% 97%

Crown Pointe Apartments 98% 98% 96% 93% 96%

Sedgwick Plaza Apartments 94% 91% 89% 87% 90%

West Shores 97% 94% 97% 97% 96%

Villa Santa Barbara 97% 99% 97% 97% 98%

</TABLE>

ITEM 3. LEGAL PROCEEDINGS

On July 29, 1996, the Company and ILM Holding (collectively for this Item
3, the "Companies") terminated a property management agreement with AHC covering
the eight Senior Housing Facilities leased by the Company from ILM Holding. The
management agreement with AHC was terminated for "cause" pursuant to the
contract. Simultaneously, with the termination of the management agreement, the
Companies, together with certain affiliated entities, filed suit against AHC in
the United States District Court for the Eastern District of Virginia for breach
of contract, breach of fiduciary duty and fraud. The Companies alleged, among
other things, that AHC willfully performed actions specifically in violation of
the management agreement and that such actions caused damages to the Companies.

Due to the termination of the management agreement for cause, no
termination fee was paid to AHC. Subsequent to the termination of the management
agreement, AHC filed for protection under Chapter 11 of the U.S. Bankruptcy Code
in its domestic State of California. The filing was challenged by the Companies,
and the Bankruptcy Court dismissed AHC's case effective October 15, 1996. In
November 1996, AHC filed with the Virginia District Court an answer in response
to the litigation initiated by the Companies and a counterclaim against ILM
Holding. The counterclaim alleged that the management agreement was wrongfully
terminated for cause and requested damages which included the payment of the
termination fee in the amount of $1,250,000, payment of management fees pursuant
to the contract from August 1, 1996 through October 15, 1996, which is the
earliest date that the management agreement could have been terminated without
cause, and recovery of attorneys' fees and expenses.

I-5
<PAGE>

ILM I LEASE CORPORATION

ITEM 3. LEGAL PROCEEDINGS (CONTINUED)

The aggregate amount of damages against all parties as requested in AHC's
counterclaim exceeded $2,000,000. On June 13, 1997 and July 8, 1997, the court
issued orders to enter judgment against ILM I and ILM II in the amount of
$1,000,000. The orders did not contain any findings of fact or conclusions of
law. On July 10, 1997, the Company, ILM I, ILM II and Lease II filed a notice of
appeal to the United States Court of Appeals for the Fourth Circuit from the
orders.

On February 4, 1997, AHC filed a complaint in the Superior Court of the
State of California against Capital, the new property manager; Lawrence A.
Cohen, who, through July 28, 1998 was a Director of the Company and President,
Chief Executive Officer and Director of ILM I, and others alleging that the
defendants intentionally interfered with AHC's property management agreement
(the "California litigation"). The complaint sought damages of at least
$2,000,000. On March 4, 1997, the defendants removed the case to Federal
District Court in the Central District of California. At a Board meeting on
February 26, 1997, the Company's Board of Directors concluded that since all of
Mr. Cohen's actions relating to the California litigation were taken either on
behalf of the Company under the direction of the Board or as a PaineWebber
employee, the Company or its affiliates should indemnify Mr. Cohen with respect
to any expenses arising from the California litigation, subject to any insurance
recoveries for those expenses. Legal fees paid by the Company and Lease II on
behalf of Mr. Cohen totaled $229,000 as of August 31, 1999. The Company's Board
also concluded that, subject to certain conditions, the Company or its
affiliates should pay reasonable legal fees and expenses incurred by Capital in
the California litigation. At August 31, 1999, the amount advanced to Capital by
the Company and Lease II for Capital's California litigation costs totaled
approximately $563,000.

On August 18, 1998, the Company and its affiliates along with Capital and
its affiliates entered into a Settlement Agreement with AHC. The Company and
Lease II agreed to pay $1,625,000 and Capital and its affiliates agreed to pay
$625,000 to AHC in settlement of all claims including those related to the
Virginia litigation and the California litigation. The Company and its
affiliates also entered into an agreement with Capital and its affiliates to
mutually release each other from all claims that any such parties may have
against each other, other than any claims under the property management
agreements. On September 4, 1998, the full settlement amounts were paid to AHC
and its affiliates with the Company paying $975,000 and Lease II paying
$650,000.

The Company has pending claims incurred in the normal course of business
which, in the opinion of the Company's Board of Directors, will not have a
material effect on the financial statements of the Company.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

II-1
<PAGE>

ILM I LEASE CORPORATION

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S SHARES AND RELATED STOCKHOLDER MATTERS

Prior to September 1, 1995, the Company was a wholly-owned subsidiary of
ILM I. Pursuant to a reorganization and distribution agreement, ILM I
capitalized the Company with $700,000, an amount estimated to provide the
Company with necessary working capital. On September 1, 1995, MAVRICC Management
Systems, Inc., as the distribution agent, caused to be issued on the stock
records of the Company the distributed common stock of the Company, in
uncertificated form, to the holders of record of ILM I common stock at the close
of business on July 14, 1995. One share of the Company's common stock was
distributed for each outstanding share of ILM I common stock. No certificates or
scrip representing fractional shares of the Company's common stock were issued
to holders of ILM I common stock as part of the distribution. In lieu of
receiving fractional shares, each holder of ILM I common stock who would
otherwise have been entitled to receive a fractional share of the Company's
common stock received a cash payment equivalent to $0.15 per share for such
fractional interest. At August 31, 1999, there were 4,886 record holders of the
Company's shares. The shares do not trade on an established exchange and the
only market that has developed is a secondary market; therefore, little resale
activity occurs. Although PaineWebber and others may endeavor to assist
Shareholders desiring to sell their shares by attempting to match requests to
sell shares with requests to purchase shares, such transfers are not expected to
be frequent.

The Company did not pay cash dividends in fiscal years 1999, 1998 and 1997
and may or may not determine to pay cash dividends in the future.

On February 7, 1999, ILM I entered into an agreement and plan of merger
with Capital Senior Living Corporation, the corporate parent of Capital, and
certain affiliates of Capital. While there can be no assurance, consummation of
the merger is presently anticipated in the first quarter of calendar year 2000.
In connection with the merger, ILM I has agreed to cause ILM Holding to cancel
and terminate the Facilities Lease Agreement immediately prior to the effective
time of the merger. As noted above, the Facilities Lease Agreement was extended
on a month-to-month basis on November 16, 1999 beyond its original expiration
date of December 31, 1999. Although there can be no assurance as to whether the
merger will be consummated or, if consummated, as to the timing thereof, the
Company's operations would not be expected to continue beyond the effective time
of the merger.

II-1
<PAGE>

ILM I LEASE CORPORATION

ITEM 6. SELECTED FINANCIAL DATA

ILM I LEASE CORPORATION
(Dollars in thousands, except per share data)

<TABLE>
<CAPTION>
For the year For the year For the year ended
ended ended ended
August 31, 1999 August 31, 1998 August 31, 1997
--------------- --------------- ------------------
<S> <C> <C> <C>
Revenues $ 19,923 $ 19,294 $ 18,121
Income (loss) before income taxes 393 (435) (479)
Income tax expense (benefit) 273 (54) (192)
----------- ----------- -----------
Net income (loss) $ 120 $ (381) $ (287)
=========== =========== ===========
Net income (loss) per share of common stock $ 0.01 $ (0.05) $ (0.04)
=========== =========== ===========
Total assets $ 1,895 $ 3,198 $ 2,633
=========== =========== ===========
Shares outstanding 7,519,430 7,519,430 7,519,430

</TABLE>

The above selected financial data should be read in conjunction with the
financial statements and related notes appearing in item 14 of this annual
report.

II-2
<PAGE>

ILM I LEASE CORPORATION

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

The Company was formed in 1995 by ILM I, a publicly-held, non-traded REIT,
for the purpose of operating eight Senior Housing Facilities under the terms of
a Facilities Lease Agreement. ILM I contributed $700,000 in return for all of
the issued and outstanding shares of the Company's common stock. ILM I had
originally made mortgage loans secured by the Senior Housing Facilities to AHC
between June 1989 and July 1992. In March 1993, AHC defaulted under the terms of
such mortgage loans and in connection with the settlement of such default, title
to the Senior Housing Facilities was transferred, effective April 1, 1994, to
certain majority-owned, indirect subsidiaries of ILM I, subject to the mortgage
loans. Subsequently, these property-owning subsidiaries of ILM I were merged
into ILM Holding, which is also a majority-owned subsidiary of ILM I. As part of
the fiscal 1994 Settlement Agreement with AHC, ILM Holding retained AHC as the
property manager for all of the Senior Housing Facilities pursuant to the terms
of a management agreement which was assigned to the Company as of September 1,
1995. As discussed further below, the management agreement with AHC was
terminated in July 1996.

ILM I has elected to qualify and be taxed as a REIT under the Internal
Revenue Code of 1986, as amended ("the Code"), for each taxable year of
operations. In order to maintain its status as a REIT, 75% of ILM I's annual
gross income must be Qualified Rental Income as defined by the Code. The rent
paid by the residents of the Senior Housing Facilities likely would not be
deemed to be Qualified Rental Income because of the extent of services provided
to residents. Consequently, the operation of the Senior Housing Facilities by
ILM I or its subsidiaries over an extended period of time could adversely affect
ILM I's status as a REIT. Therefore, ILM I formed the Company to operate the
Senior Housing Facilities, and by means of a distribution, transferred the
ownership of the common stock of the Company to the holders of ILM I common
stock. Because the Company, which is taxed as a so-called "C" corporation, is no
longer a subsidiary of ILM I, it can receive service-related income without
endangering the REIT status of ILM I.

Pursuant to the Facilities Lease Agreement, the Company pays annual base
rent for the use of the Senior Housing Facilities in the aggregate amount of
$6,364,800. The facilities lease is a "triple-net" lease whereby the Company, as
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 Holding, as the Lessor, is
responsible for all major capital improvements and structural repairs to the
Senior Housing Facilities. Also, any fixed assets of the Company at a Senior
Housing Facility would remain with the Senior Housing Facility at the
termination of the lease. The Company also pays variable rent, on a quarterly
basis, for each Senior Housing Facility in an amount equal to 40% of the excess
of aggregate total revenues for the Senior Housing Facilities, on an annualized
basis, over $16,996,000. For the fiscal years ended August 31, 1999 and 1998,
variable rent expense was $1,164,000 and $894,000, respectively.

As noted above, the Company's Facilities Lease Agreement was extended on a
month-to-month basis on November 16, 1999 beyond its original expiration date of
December 31, 1999. Accordingly, since the Company does not have any current
plans to operate or own any other facilities or engage in any other business
outside of its relationship with ILM I, there is no assurance that the Company's
operations will continue beyond the term of the Facilities Lease Agreement.

II-3
<PAGE>

ILM I LEASE CORPORATION

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

On July 29, 1996, the Company terminated the management agreement with AHC
covering eight Senior Housing Facilities leased by the Company (see "Item 3,
Legal Proceedings") and retained Capital to be the manager of the Senior Housing
Facilities. ILM I has guaranteed the payment of all fees due to Capital under
the terms of the Management Agreement. Lawrence A. Cohen, who served through
July 28, 1998 as a Director of the Company and President, Chief Executive
Officer and Director of ILM I, 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 and Acting Chief
Financial Officer of Capital Senior Living Corporation. As a result, the
Management Agreement with Capital was considered a related party transaction
through July 28, 1998. Under the terms of the management agreement, Capital
earns a base management fee equal to 4% of the gross operating revenues of
the Senior Housing Facilities, as defined. Capital also earns an incentive
management fee equal to 25% of the amount by which net cash flow of the
Senior Housing Facilities, as defined, exceeds a specified base amount. Each
August 31, beginning on August 31, 1997, the base amount is increased based
on the percentage increase in the consumer price index as well as 15% of
facility expansion costs.

Occupancy levels for the eight properties which the Company leases from ILM
Holding averaged 94% and 96% for the fiscal years ended August 31, 1999 and
1998, respectively. The Senior Housing Facilities have generated sufficient net
cash flow to cover the base rent payments at their current level of $6,364,800
per year since the inception of the Company's operations. Base rent payments of
$6,364,800 will remain in effect throughout the remaining term of the lease. As
noted above, the Facilities Lease Agreement also provides for the payment of
variable rent beginning in January 1997. The Senior Housing Facilities are
currently generating gross revenues which are in excess of the specified
threshold in the variable rent calculation. Current annualized operating income
levels are sufficient to cover the Company's base and variable rent obligations
to ILM Holding. In fiscal years ended August 31, 1999 and 1998, the Company had
variable rent expense of $1,164,000 and $894,000, respectively.

At August 31, 1999, the Company had cash and cash equivalents of $1,066,000
compared to $1,897,000 at August 31, 1998. The decrease of $831,000 is primarily
attributable to the September 4, 1998 payment of the AHC litigation settlement
of $975,000 (see Note 4) and increased investment in capital improvements,
offset by other cash flows provided by operating activities. As noted above,
under the terms of the Facilities Lease Agreement, the Lessor is responsible for
major capital improvements and structural repairs to the Senior Housing
Facilities. Consequently, the Company does not have any material commitments for
capital expenditures. Furthermore, the Company does not currently anticipate the
need to engage in any borrowing activities. As a result, substantially all of
the Company's cash flow will be generated from operating activities. The Company
did not pay cash dividends

II-4
<PAGE>

ILM I LEASE CORPORATION

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

in fiscal years 1999, 1998 and 1997. The Company may or may not determine to pay
cash dividends in the future. Payment of dividends, if any, will be at the
discretion of the Company's Board of Directors and will depend upon such factors
as the Company's financial condition, earnings, anticipated investments and
other relevant factors. The source of future liquidity is expected to be from
operating cash flows from the Senior Housing Facilities, net of the Facilities
Lease Agreement payments to ILM Holding, and interest income earned on invested
cash reserves. 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. Such
sources of liquidity are expected to be adequate to meet the Company's working
capital requirements on both a short-term and long-term basis.

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.

Based on ongoing assessments, the Company, through Capital, its property
manager, has developed a program to modify or replace portions of its software
and certain hardware, which are generally PC-based systems, so that those
systems will properly recognize and utilize dates beyond December 31, 1999. The
Company has completed software upgrades and software and hardware replacement.
The Company presently believes that these modifications and replacements of
existing software and certain hardware will result in its systems being Year
2000 compliant. The costs of Year 2000 remediation have not been material based
on the Company's operations.

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. The Company has contacted its only material external agent
(Capital) and has received assurances from Capital that it is Year 2000
compliant.

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 has
substantially 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, the Company's most significant third party contractor,
were to experience a year 2000 problem, it is likely that the Company would not
receive rental income as it became due from Senior Living Facility residents.
The Company in turn would fail to pay ILM Holding lease payments as they arise
under the master lease, and ILM Holding in turn would fail to pay ILM I mortgage
payments due it. However, if this were to occur, the Company believes that given
the nature of its business, such problem would be temporary and is easily
remedied with a simple accounting.

II-5
<PAGE>

ILM I LEASE CORPORATION

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

RESULTS OF OPERATIONS

1999 COMPARED TO 1998

REVENUES. Total revenues were $19,923,000 for the year ended August 31,
1999 compared to $19,294,000 for the year ended August 31, 1998, representing an
increase of $629,000 or 3.3%. Rental and other income from the Company's senior
housing operations increased $675,000, or 3.5%, primarily as a result of
increases in rental rates at certain of the facilities located in strong
markets. Interest income decreased $46,000, or 74.2%, to $16,000 in fiscal year
1999, compared to $62,000 in fiscal year 1998, primarily due to a decrease in
cash and cash equivalents experienced throughout most of fiscal year 1999.

EXPENSES. Total expenses were $19,530,000 in fiscal year 1999 compared to
$19,729,000 in fiscal year 1998 representing a decrease in expenses of $199,000
or 1.0%. Although overall expenses remained comparable, depreciation expense
increased $256,000, or 86.2%, due to recognition of changes in remaining useful
lives for certain assets purchased in 1999 and prior to conform to the lease
expiration date, as such assets are not subject to repurchase by ILM Holding.
Administrative salaries, wages and expenses increased $202,000, or 16.6%, while
general and administrative expenses decreased $42,000, or 15.9%. These increases
were offset, in part, by a decrease of $375,000 or 100% in termination fee
expense and a decrease of $850,000, or 75.7% in professional fees as a result of
reduced legal fees subsequent to the AHC litigation settlement. The increases in
other operating costs cited above were the result of higher operating levels
associated with improved occupancies.

INCOME TAX EXPENSE. Income tax expense increased $327,000 or 605.6%, from
benefit of $54,000 in fiscal 1998 to expense of $273,000 in fiscal 1999, after
giving effect to the additional $115,000 increase in the valuation allowance in
1999 on the Company's deferred tax asset. The effective income tax rate was 69%
in fiscal 1999 and 7% in fiscal 1998.

NET INCOME (LOSS). Primarily as a result of the factors discussed above,
net income increased $501,000 or 131.4% from a net loss of $381,000 in fiscal
1998 to net income of $120,000 in fiscal 1999.

1998 COMPARED TO 1997

REVENUES. Total revenues were $19,294,000 for the year ended August 31,
1998 compared to $18,121,000 for the year ended August 31, 1997, representing an
increase of $1,173,000 or 6.5%. Rental and other income from the Company's
senior housing operations increased $1,183,000 primarily as a result of improved
occupancies and increases in rental rates at certain of the facilities located
in strong markets.

EXPENSES. Total expenses were $19,729,000 in fiscal 1998 compared to
$18,600,000 in fiscal 1997, representing an increase of $1,129,000 or 6.1%. This
increase was principally comprised of increases in master lease expense of
$579,000, dietary and food service salaries, wages and expenses of $135,000,
general and administrative expenses of $593,000, property management fees of
$78,000, and additional termination fee expense incurred in fiscal 1998 of
$375,000 (see "Item 3, Legal Proceedings"). In addition, total charges to
depreciation expense in 1998 include additional depreciation expense of $136,000
in recognition of changes in remaining useful lives for certain assets purchased
in 1997 and prior to conform to the lease termination date, as such assets are
not subject to repurchase by ILM Holding. These increases were offset, in part,
by a decrease in administrative salaries, wages and expenses of $59,000,
marketing salaries, wages and expenses of $27,000, other property operating
expenses of $88,000 and advisory fees of $70,000. The increase in master lease
expense is the result of variable rents due under the Master Lease Agreement in
1998. General and administrative expense increased as a result of higher AHC
litigation expenses in 1998 coupled with the analysis of restructuring
alternatives performed by an independent investment banking firm. The increases
in other operating costs cited above were the result of higher operating levels
associated with improved occupancies.

II-6
<PAGE>

ILM I LEASE CORPORATION

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

INCOME TAX EXPENSE. Income tax benefit decreased from $192,000 in fiscal
1997 to a benefit of $54,000 in fiscal 1998, after giving effect to the $120,000
valuation allowance in 1998 on the Company's deferred tax asset. The effective
income tax rate was 7% in fiscal 1998 and 40% in fiscal 1997.

NET INCOME (LOSS). Primarily as a result of the factors discussed above,
net loss increased from a net loss of $287,000 in fiscal 1997 to a net loss of
$381,000 in fiscal 1998.

INFLATION

The Company completed its fourth full year of operations in fiscal 1999.
The effects of inflation and changes in prices on the Company's operating
results to date have not been significant. Inflation in future periods is likely
to cause increases in the Company's expenses, which may be partially offset by
increases in revenues from the tenant leases at the Senior Housing Facilities.
Rental revenues may tend to rise with inflation since the rental rates on the
tenant leases, which are short-term in nature, can be adjusted to keep pace with
inflation as market conditions allow. As noted above, under the terms of the
Facilities Lease Agreement between the Company and ILM Holding, the Company is
obligated to pay variable rent, in addition to the base rent owed, in an amount
equal to 40% of the excess of total revenues from the Senior Housing Facilities
over a specified base amount. Accordingly, to the extent that the total revenues
are in excess of this threshold, a portion of the increase in revenues would be
payable to ILM Holding.

II-7
<PAGE>

ILM I LEASE CORPORATION

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

FORWARD-LOOKING INFORMATION

CERTAIN STATEMENTS INCLUDED IN THIS ANNUAL REPORT ON FORM 10-K ("ANNUAL
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 ANNUAL 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 ANNUAL REPORT ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON
ANY OF THE FORWARD-LOOKING STATEMENTS SET FORTH HEREIN AND THAT ACTUAL RESULTS
MAY DIFFER.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements and supplementary data are included under Item 14
of this annual report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

II-8
<PAGE>

ILM I LEASE CORPORATION

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

There currently are three Directors of the Company. The Directors are
subject to removal by the vote of the holders of a majority of the outstanding
shares of the Company's common stock. The Directors are responsible for the
general policies of the Company, but they are not required to personally conduct
the business of the Company in their capacities as Directors.

(a) and (b) The names and ages of the Directors and Executive Officers of
the Company during fiscal 1999 are as follows:

<TABLE>
<CAPTION>
Dates
Name Office Age of Office
---- ------ --- ---------

<S> <C> <C> <C>
Jeffry R. Dwyer President, Secretary and Director 53 9/13/94*-present
Julien G. Redele Director 64 7/28/98-present
J. William Sharman, Jr. Director 59 9/18/97-present

</TABLE>

* The date of incorporation of the Company.

(c) There is no family relationship among any of the current Directors or
Officers. All of the current Directors and Officers of the Company
have been elected to serve until the Company's next annual meeting.

(d) The business experience of each of the Directors and Executive
Officers of the Company is as follows:

JEFFRY R. DWYER is President, Secretary and Director of the Company. Mr.
Dwyer has served as President of the Company since March 9, 1999. Mr. Dwyer has
been a shareholder of Greenberg Traurig, which has provided legal services to
the Company and its affiliates since June 1997. From 1993 to 1997 Mr. Dwyer was
a partner with the law firm of Akin, Gump, Strauss, Hauer & Feld in the District
of Columbia. Prior to joining Akin, Gump, Strauss, Hauer & Feld, Mr. Dwyer was a
partner with the law firm of Morrison & Foerster from 1989 to 1993. Mr. Dwyer
also presently serves as Secretary and a Director of ILM I and ILM II and also
serves as President, Secretary and Director of Lease II. Mr. Dwyer has written
several law review articles and a major treatise on real estate financing and
taught Real Estate Planning as an Adjunct Professor at the Georgetown University
Law Center. Mr. Dwyer graduated from Georgetown University and received his law
degree from the Georgetown University Law Center.

JULIEN G. REDELE is a Director and served as President of the Company from
July 28, 1998 through March 9, 1999. Mr. Redele' is one of the original founders
of SFRE, Inc., a Dutch owned real estate investment and development firm which
has served since 1963 as advisor to Dutch institutional, corporate and
individual investors active in the United States. Mr. Redele serves as a
Director of the Island Preservation Partnership. Mr. Redele attended
Westersingel Business School, Rotterdam, where he studied economics, law and
finance. Mr. Redele' also presently serves as Director of Lease II.

J. WILLIAM SHARMAN, JR. is a Director and served as President of the
Company from September 18, 1997 through July 28, 1998. Mr. Sharman also
presently serves as a Director of Lease II. Mr. Sharman is the Chairman of the
Board and CEO of Lancaster Hotels and Resorts, Inc., a hotel management company.
Mr. Sharman served for ten years as Chairman of the Board and President of the
Lancaster Group, Inc., a real estate development firm based in Houston, Texas,
which is the predecessor of Lancaster Hotel Management, L.C. and Bayou Equities,
Inc. Mr. Sharman serves as a Director of Small Luxury Hotels, Ltd. of the United
Kingdom, an international hotel marketing and reservations firm, and also serves
on the Board of Trustees of St. Edwards University in Austin,

III-1
<PAGE>

ILM I LEASE CORPORATION

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (CONTINUED)

Texas. Mr. Sharman also presently serves as President and Director of ILM I and
ILM II. He has a Bachelor of Science degree from the University of Notre Dame.

(e) Except for the Feldman litigation as discussed below, none of the
current Directors and Officers were involved in legal proceedings which are
material to an evaluation of his or her ability or integrity as a Director
or Officer. 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 ILM I and ILM II (affiliates of the Company, as previously
described) in the Supreme Court of the State of New York, County of New
York naming as defendants ILM I, ILM II and Lawrence A. Cohen, Jeffry R.
Dwyer, Julien G. Redele, Carl J. Schramm and J. William Sharman, Jr. as the
directors of both corporations. 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 ILM I and ILM
II, diverting certain of their assets. The complaint sought compensatory
damages in an unspecified amount, punitive damages, the judicial
dissolution of ILM I and ILM II, 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 defendants moved to dismiss the complaint on all counts.

On December 8, 1998, the Court granted the defendants' dismissal
motion in part but afforded the plaintiffs leave to amend their complaint.
In doing so, the Court accepted the defendants' 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 ILM I and ILM II 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 defendants 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 of ILM I and ILM II 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
defendants' motion to dismiss the second amended complaint, 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 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, ILM I, ILM II 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.

III-2
<PAGE>

ILM I LEASE CORPORATION

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (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 judgement 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
attorneys' 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
attorneys' 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 ILM II enter into a transaction having similar effect to
the merger with a third party, then ILM I and ILM II are responsible for
such fees and expenses.

(f) Compliance With Exchange Act Filing Requirements: The Securities
Exchange Act of 1934 requires the Officers and Directors of the Company,
and persons who own more than ten percent of the Company's outstanding
common stock, to file certain reports of ownership and changes in ownership
with the Securities and Exchange Commission. Officers, Directors and
ten-percent beneficial holders are required by SEC regulations to furnish
the Company with copies of all Section 16(a) forms they file.

Based solely on its review of the copies of such forms received by it, the
Company believes that, during the year ended August 31, 1999, there was
compliance with all filing requirements applicable to its Officers and Directors
and ten-percent beneficial holders.

ITEM 11. EXECUTIVE COMPENSATION

The Company's Directors each receive annual compensation of $12,000 plus
$500 for attending each Board of Directors meeting and reimbursement for
expenses incurred in attending meetings and as a result of other work performed
for the Company. Officers of the Company are not compensated. Jeffry R. Dwyer
receives compensation from and is a shareholder of Greenberg Traurig, which acts
as Counsel to the Company and its affiliates. The former officers of the Company
who were also officers of PaineWebber received compensation from PaineWebber
which indirectly related to services to the Company because the Company was
required to pay certain fees to PaineWebber as described in Item 13. When
PaineWebber resigned as advisor to the Company, the former officers resigned
effective the same date; therefore no services were provided by such persons
subsequent to June 18, 1997. Lawrence A. Cohen, who was a Director of the
Company until July 28, 1998, received compensation from and was an employee of
Capital Senior Living Corporation, an affiliate of Capital and a related party
through July 28, 1998.

III-3
<PAGE>

ILM I LEASE CORPORATION

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a) As of the date hereof, no person of record owns or is known by the
Company to own beneficially more than five percent of the outstanding
shares of common stock of the Company.

(b) The Directors and Officers of the Company do not have any direct or
indirect ownership of shares of the Company's common stock as of the date
hereof.

(c) There exists no arrangement, known to the Company, the operation of
which may at a subsequent date result in a change in control of the
Company.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Subject to the supervision of the Company's Board of Directors, assistance
in managing the business of the Company was provided by PaineWebber. Under the
advisory agreement, PaineWebber had specific management responsibilities; to
perform day-to-day operations of the Company and to act as the investment
advisor and consultant for the Company in connection with general policy and
investment decisions. PaineWebber received a fee in an amount equal to 0.5% of
the gross operating revenue of the facilities. For the years ended August 31,
1999, 1998 and 1997, PaineWebber earned management fees totaling $0, $0 and
$70,000, respectively. PaineWebber was reimbursed for direct expenses relating
to the administration of the Company. Paine Webber performed certain accounting,
tax preparation, securities law compliance and investor communication and
relations services for the Company. Included in general and administrative
expenses on the accompanying statements of income for the years ended August 31,
1998, 1997 and 1996, is $0, $0 and $80,000, respectively, representing
reimbursements to PaineWebber for providing such services to the Company. As
discussed in Items 1 and 7, the Company, ILM I, ILM II and their affiliates
accepted the resignation of Paine Webber effective as of June 18, 1997. The
Company, ILM I, ILM II and their affiliates and Paine Webber entered into a
transition services agreement pursuant to which PaineWebber would continue to
provide certain administrative services to the Company, ILM I, ILM II and their
affiliates through August 31, 1997.

The advisory relationship with PaineWebber ceased on June 18, 1997;
therefore the payment of advisory fees ceased as of that date. Other services,
such as accounting, compliance, investor communications and relations, and cash
management services ceased on August 31, 1997; therefore, the Company was not
obligated to pay service fees past August 31, 1997 to PaineWebber.

III-4
<PAGE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (CONTINUED)

The Company retained Capital to be the property manager of the Senior
Housing Facilities pursuant to a Management Agreement which commenced on
July 29, 1996. As discussed in Note 1, Lawrence A. Cohen, who served through
July 28, 1998 as a Director of the Company and President, Chief Executive
Officer and Director of ILM I, 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. Under the Management Agreement, Capital generally
is required to perform all operational functions necessary to operate the
Senior Housing Facilities other than certain administrative functions. The
functions performed by Capital include periodic reporting to and coordination
with the Company, leasing the individual units in the Senior Housing
Facilities, maintaining bank accounts, maintaining books and records,
advertising and marketing the Senior Housing Facilities, hiring and
supervising on-site personnel, and performing maintenance. Under the terms of
the Management Agreement, Capital earns a base management fee equal to 4% of
the gross operating revenues of the Senior Housing Facilities, as defined.
Capital also earns an incentive management fee equal to 25% of the amount by
which the net cash flow of the Senior Housing Facilities, as defined, exceeds
a specified base amount. Each August 31, beginning on August 31, 1997, the
base amount is increased based on the percentage increase in the Consumer
Price Index as well as 15% of Facility expansion costs. ILM I has guaranteed
the payment of all fees due to Capital under the terms of the Management
Agreement. For the years ended August 31, 1999 and 1998, Capital earned
property management fees from the Company of $1,008,000 and $919,000,
respectively.

On September 18, 1997, the Company 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. ILM Holding will
reimburse the Company for all costs related to these potential expansions
including fees to Capital Senior Development, Inc. For the years ended
August 31, 1999 and 1998, Capital Senior Development, Inc. earned fees from the
Company of $41,000 and $212,000, respectively, for managing pre-construction
development activities for potential expansions of the Senior Housing
Facilities.

Jeffry R. Dwyer, President, Secretary and Director of the Company, is a
shareholder of Greenberg Traurig, Counsel to the Company and its affiliates
since 1997. For the years ended August 31, 1999 and 1998, Greenberg Traurig
earned fees from the Company of $64,000 and $168,000, respectively.

III-5
<PAGE>

ILM I LEASE CORPORATION

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) The following documents are filed as part of this report:

(1) and (2) FINANCIAL STATEMENTS AND SCHEDULES:

The response to this portion of Item 14 is submitted as
a separate section of this report. See Index to
Financial Statements and Financial Statement Schedules
at page F-1.

(3) EXHIBITS:

The exhibits listed on the accompanying index to
exhibits at page IV-3 are filed as part of this
Report.

(b) Exhibits:

See (a)(3) above.

The response to this portion of Item 14 is submitted as
a separate section of this report. See Index to
Financial Statements and Financial Statement Schedules
at page F-1.

IV-1
<PAGE>

ILM I LEASE CORPORATION

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

ILM I LEASE CORPORATION

By: /s/ Jeffry R. Dwyer
-------------------
Jeffry R. Dwyer
President
(Principal Accounting Officer)

Dated: NOVEMBER 23, 1999
------------------------
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Company in the
capacity and on the dates indicated.

By: /s/ Jeffry R. Dwyer Date: November 23, 1999
------------------- -------------------------
Jeffry R. Dwyer
Director

By: /s/ Julien G. Redele Date: November 22, 1999
-------------------- -------------------------
Julien G. Redele
Director

By: /s/ J. William Sharman, Jr. Date: November 23, 1999
--------------------------- -------------------------
J. William Sharman, Jr.
Director

IV-2
<PAGE>

ILM I LEASE CORPORATION

ANNUAL REPORT ON FORM 10-K
ITEM 14(a)(3)

ILM I LEASE CORPORATION

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
PAGE NUMBER IN THE REPORT
EXHIBIT NO. DESCRIPTION OF DOCUMENT OR OTHER REFERENCE

- ------------ -------------------------------------- -----------------------------------
<S> <C> <C>

(3) and (4) Registration Statement on Form 10 of Filed with the Commission pursuant
the Registrant dated July 20, 1995, as to Rule 424(c) and incorporated
supplemented. herein by reference.

(13) Annual Reports to Shareholders No Annual Report for the year ended
August 31, 1999 has been sent to
the Shareholders. An Annual Report
will be sent to the Shareholders
subsequent to this filing.

(27) Financial Data Schedule Filed as last page of EDGAR
submission following the Financial
Statements and Financial Statement
Schedule required by Item 14.

</TABLE>

IV-3
<PAGE>

ILM I LEASE CORPORATION

ANNUAL REPORT ON FORM 10-K
ITEM 14(a)(1) AND (2) AND 14(d)

ILM I LEASE CORPORATION

INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

Reference
---------

<S> <C>

ILM I LEASE CORPORATION:

Report of Ernst & Young LLP, Independent Auditors F-2

Balance Sheets as of August 31, 1999 and 1998 F-3

Statements of Operations for the years ended
August 31, 1999, 1998 and 1997 F-4

Statements of Changes in Shareholders' Equity
for the years ended August 31, 1999, 1998 and 1997 F-5

Statements of Cash Flows for the years ended
August 31, 1999, 1998 and 1997 F-6

Notes to Financial Statements F-7

</TABLE>

Financial statement schedules have been omitted since the required
information is not present or not present in amounts sufficient to require
submission of the schedule, or because the information required is included in
the financial statements, including the notes thereto.

F-1
<PAGE>

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

The Shareholders of
ILM I Lease Corporation:

We have audited the accompanying balance sheets of ILM I Lease Corporation
as of August 31, 1999 and 1998, and the related statements of operations,
changes in shareholders' equity, and cash flows for each of the three years in
the period ended August 31, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of ILM I Lease Corporation at
August 31, 1999 and 1998, and the results of its operations and its cash flows
for each of the three years in the period ended August 31, 1999, in conformity
with generally accepted accounting principles.

ERNST & YOUNG LLP

Dallas, Texas
October 22, 1999
except for Note 1, as to which the date is
November 16, 1999

F-2
<PAGE>

ILM I LEASE CORPORATION

BALANCE SHEETS
August 31, 1999 and 1998
(Dollars in thousands, except per share data)

ASSETS

Cash and cash equivalents $ 1,066 $ 1,897
Accounts receivable, net 102 56
Tax refunds receivable 1 145
Prepaid expenses and other assets 278 127
------- -------
Total current assets 1,447 2,225
Furniture, fixtures and equipment 1,299 999
Less: accumulated depreciation (943) (390)
------- -------
356 609

Deferred tax asset, net 92 364
------- -------
$ 1,895 $ 3,198
======= =======

LIABILITIES AND SHAREHOLDERS' EQUITY

Accounts payable and accrued expenses $ 868 $ 1,123
Termination fee payable -- 975
Real estate taxes payable 190 213
Accounts payable - related party 305 438
Security deposits 7 7
------- -------
Total current liabilities 1,370 2,756
Deferred rent payable 12 49
------- -------
Total liabilities 1,382 2,805

Commitments and contingencies
Shareholders' equity:
Common stock, $0.01 par value, 20,000,000 shares
authorized, 7,519,430 shares issued and outstanding 75 75
Additional paid-in capital 625 625
Accumulated deficit (187) (307)
------- -------
Total shareholders' equity 513 393
------- -------
$ 1,895 $ 3,198
======= =======

</TABLE>

See accompanying notes.

F-3
<PAGE>

ILM I LEASE CORPORATION

STATEMENTS OF OPERATIONS
For the years ended August 31, 1999, 1998 and 1997
(Dollars in thousands, except per share data)

REVENUES:
Rental and other income $ 19,907 $ 19,232 $ 18,049
Interest income 16 62 72
-------- -------- --------
19,923 19,294 18,121

EXPENSES:
Facilities lease rent expense 7,492 7,222 6,643
Dietary and food service salaries, wages and expenses 3,664 3,566 3,431
Administrative salaries, wages and expenses 1,420 1,218 1,277
Marketing salaries, wages and expenses 931 856 883
Utilities 839 834 850
Repairs and maintenance 732 661 666
Real estate taxes 836 827 816
Property management fees 1,008 919 841
Other property operating expenses 1,507 1,486 1,574
General and administrative 222 264 66
Directors compensation 52 81 31
Professional fees 273 1,123 778
Termination fee expense -- 375 600
Advisory fees -- -- 70
Depreciation expense 553 297 74
------ -------- --------
19,530 19,729 18,600
-------- -------- --------
Income (loss) before income taxes 393 (435) (479)

Income tax expense (benefit):
Current -- -- 92
Deferred 273 (54) (284)
-------- -------- --------
273 (54) (192)
-------- -------- --------
NET INCOME (LOSS) $ 120 $ (381) $ (287)
======== ======== ========
NET INCOME (LOSS) PER SHARE OF COMMON STOCK $ 0.01 $ (0.05) $ (0.04)
======== ======== ========

</TABLE>

The above net income (loss) per share of common stock is based upon the weighted
average number of shares outstanding for the years ended August 31, 1999, 1998
and 1997 of 7,519,430.

See accompanying notes.

F-4
<PAGE>

ILM I LEASE CORPORATION

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
For the years ended August 31, 1999, 1998 and 1997
(Dollars in thousands, except per share data)

<TABLE>
<CAPTION>
Common Stock
$.01 Par Value Additional Retained
---------------------- Paid-in Earnings
Shares Amount Capital (Deficit) Total
--------- --------- --------- --------- ---------

<S> <C> <C> <C> <C> <C>
BALANCE AT AUGUST 31, 1996 7,519,430 $ 75 $ 625 $ 361 $ 1,061

Net loss -- -- -- (287) (287)
--------- --------- --------- --------- ---------
BALANCE AT AUGUST 31, 1997 7,519,430 75 625 74 774

Net loss -- -- -- (381) (381)
--------- --------- --------- --------- ---------

BALANCE AT AUGUST 31, 1998 7,519,430 75 625 (307) 393

Net income -- -- -- 120 120
--------- --------- --------- --------- ---------
BALANCE AT AUGUST 31, 1999 7,519,430 $ 75 $ 625 $ (187) $ 513
========= ========= ========= ========= =========
</TABLE>

See accompanying notes.

F-5
<PAGE>

ILM I LEASE CORPORATION

STATEMENTS OF CASH FLOWS
For the years ended August 31, 1999, 1998 and 1997
(In thousands)

<TABLE>
<CAPTION>
1999 1998 1997
------- ------- -------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 120 $ (381) $ (287)
Adjustments to reconcile net income (loss) to
net cash (used in) provided by operating activities:
Depreciation expense 553 297 74
Deferred tax benefit, net 272 (54) (284)
Changes in assets and liabilities:
Accounts receivable - related party -- 93 --
Accounts receivable, net (46) (56) 77
Tax refund receivable 144 (145) --
Prepaid expenses and other assets (151) 132 8
Accounts payable and accrued expenses (255) 241 19
Accounts payable - related party (133) 322 (422)
Termination fee payable (975) 375 600
Real estate taxes payable (23) 43 (130)
Security deposits -- 2 --
Deferred rent payable (37) (37) (37)
------- ------- -------
Net cash (used in) provided by operating activities (531) 832 (382)
------- ------- -------
Cash flows from investing activities:
Additions to furniture, fixtures and equipment (300) (408) (330)
------- ------- -------
Net cash used in investing activities (300) (408) (330)
------- ------- -------
Net (decrease) increase in cash and cash equivalents (831) 424 (712)

Cash and cash equivalents, beginning of period 1,897 1,473 2,185
------- ------- -------
Cash and cash equivalents, end of period
$ 1,066 $ 1,897 $ 1,473
======= ======= =======
SUPPLEMENTAL DISCLOSURE:

Cash paid during the period for income taxes $ 126 $ 201 $ 181
======= ======= =======
</TABLE>

See accompanying notes.

F-6
<PAGE>

ILM I LEASE CORPORATION
Notes to Financial Statements

1. ORGANIZATION, RESTRUCTURING, AND NATURE OF OPERATIONS

ILM I Lease Corporation ("the Company") was organized as a corporation
on September 12, 1994 under the laws of the state of Virginia. Through
August 31, 1995, the Company had no significant operations. The Company was
formed by ILM Senior Living, Inc. ("ILM I"), formerly PaineWebber
Independent Mortgage Fund, Inc., to operate eight rental housing projects
that provide independent living and assisted living services for
independent senior citizens ("the Senior Housing Facilities") under a
Facilities Lease Agreement. ILM I initially made mortgage loans to Angeles
Housing Concepts, Inc. ("AHC") secured by the Senior Housing Facilities
between June 1989 and July 1992. In March 1993, AHC defaulted under the
terms of such mortgage loans and in connection with the settlement of such
default, title to the Senior Housing Facilities was transferred, effective
April 1, 1994, to certain majority-owned, indirect subsidiaries of ILM I,
subject to the mortgage loans. Subsequently, the indirect subsidiaries of
ILM I were merged into ILM Holding, Inc. ("ILM Holding"). As part of the
fiscal 1994 Settlement Agreement with AHC, AHC was retained as the property
manager for all of the Senior Housing Facilities pursuant to the terms of a
management agreement which was assigned to the Company as of September 1,
1995. As discussed further in Note 6, the management agreement with AHC was
terminated in July 1996.

ILM I has elected to qualify and be taxed as a Real Estate Investment
Trust ("REIT") under the Internal Revenue Code of 1986, as amended ("the
Code"), for each taxable year of operations. In order to maintain its
status as a REIT, 75% of ILM I's annual gross income must be Qualified
Rental Income as defined by the Code. The rent paid by the residents of the
Senior Housing Facilities likely would not be deemed to be Qualified Rental
Income because of the extent of services provided to residents.
Consequently, the operation of the Senior Housing Facilities by ILM I or
its subsidiaries over an extended period of time could adversely affect ILM
I's status as a REIT. Therefore, ILM I formed the Company to operate the
Senior Housing Facilities, and by means of a distribution, transferred the
ownership of the common stock of the Company to the holders of ILM I common
stock on September 1, 1995 (see Note 4). Because the Company, which is
taxed as a so-called "C" corporation, is no longer a subsidiary of ILM I,
it can receive service-related income without endangering the REIT status
of ILM I.

The Company's sole business is the operations of the Senior Housing
Facilities. The Company leases the Senior Housing Facilities from ILM
Holding, which is now a subsidiary of ILM I that holds title to the Senior
Housing Facilities, pursuant to a Facilities Lease Agreement. Such lease
was extended on a month-to-month basis on November 16, 1999 beyond its
original expiration date of December 31, 1999. ILM I has entered into an
agreement and plan of merger with Capital Senior Living Corporation and
certain affiliates of Capital, and has agreed to cause ILM Holding to
cancel and terminate the Facilities Lease Agreement immediately prior to
the effective time of the merger. While there can be no assurance,
consummation of the merger is presently anticipated in the first quarter of
calendar year 2000. The lease is accounted for as an operating lease in the
Company's financial statements.

In July 1996, following the termination of the property management
agreement with AHC, the Company entered into a property management
agreement (the "Management Agreement") with Capital Senior Management 2,
Inc. ("Capital") to handle the day-to-day operations of the Senior Housing
Facilities. Lawrence A. Cohen, who served through July 28, 1998 as a
Director of the Company and President, Chief Executive Officer and Director
of ILM I, 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 and Acting Chief Financial
Officer of Capital Senior Living Corporation. As a result, the Management
Agreement with Capital was considered a related party transaction through
July 28, 1998 (see Note 3.).

On February 7, 1999, ILM I entered into an agreement and plan of
merger with Capital Senior Living Corporation, the corporate parent of
Capital, and certain affiliates of Capital. Although there can be no
assurance as to whether the merger will be consummated or, if consummated,
as to the timing thereof, the Company's operations would not be expected to
continue beyond the effective time of the merger.

F-7
<PAGE>

ILM I LEASE CORPORATION
Notes to Financial Statements (continued)

2. USE OF ESTIMATES AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The accompanying financial statements have been prepared on the
accrual basis of accounting in accordance with generally accepted
accounting principles which require management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities as of August 31, 1999 and
1998 and revenues and expenses for the years ended August 31, 1999, 1998
and 1997. Actual results could differ from the estimates and assumptions
used. Certain amounts reported in 1998 have been reclassified to conform to
the 1999 presentation.

Furniture, fixtures and equipment are carried at the lower of cost,
reduced by accumulated depreciation, or fair value in accordance with FAS
No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets To Be Disposed Of." Depreciation expense was provided on
a straight-line basis using an estimated useful life of 3 to 5 years. In
1998, the Company changed the estimated useful lives of its assets the
lease termination date of December 31, 1999, as such assets are not subject
to repurchase by ILM Holding. For the fiscal year ended August 31, 1998,
this increased depreciation expense by $136,000.

Units at the Senior Housing Facilities are generally rented for terms
of twelve months or less. The base rent charged varies depending on the
unit size, with added fees collected for more than one occupant per unit
and for assisted living services. Included in the amount of base rent
charged are certain meals, housekeeping, medical and social services
provided to the residents of each Senior Housing Facility.

The Company rents the Senior Housing Facilities from ILM Holding
pursuant to a multi-year operating lease. Rent expense is recognized on a
straight-line basis over the term of the lease agreement. Deferred rent
payable represents the difference between rent expense recognized on a
straight-line basis and cash paid for rent pursuant to the terms of the
lease agreement.

The Company's policy is to expense all advertising costs as incurred.
For the years ended August 31, 1999, 1998 and 1997, advertising expenses
were $931,000, $856,000 and $883,000, respectively.

The cash and cash equivalents, receivables, accounts payable and
accrued liabilities appearing on the accompanying balance sheets represent
financial instruments for purposes of Statement of Financial Accounting
Standards No. 107, "Disclosures about Fair Value of Financial Instruments."
The carrying amount of these assets and liabilities approximates their fair
value as of August 31, 1999 due to the short-term nature of these
instruments.

Income tax expense is provided for using the liability method as
prescribed by Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes." The Company has provided a valuation
allowance to recognize the effect that the lease termination date may have
on the estimated net realizable value of the deferred tax asset as
explained more fully in Note 7 to the accompanying financial statements. At
August 31, 1999 and 1998, a valuation allowance for deferred taxes of
$235,000 and $120,000, respectively, is included in deferred taxes, net, on
the accompanying balance sheet.

For purposes of reporting cash flows, cash and cash equivalents
include all highly liquid investments with original maturities of 90 days
or less.

F-8
<PAGE>

ILM I LEASE CORPORATION
Notes to Financial Statements (continued)

3. RELATED PARTY TRANSACTIONS

The Company entered into an advisory agreement (the "Advisory
Agreement") with PaineWebber Lease Advisor, L.P. For discussion purposes,
PaineWebber Lease Advisor, L.P. and all affiliates of PaineWebber will be
collectively referred to as PaineWebber ("PaineWebber"). PaineWebber served
in this capacity through June 18, 1997. Subject to the supervision of and
pursuant to the general policies set by the Company's Board of Directors,
assistance in the managing of the business of the Company was provided by
PaineWebber. Under the Advisory Agreement, the Company engaged PaineWebber
and PaineWebber agreed to use its best efforts to manage the day-to-day
affairs and operations of the Company and to provide administrative
services and facilities appropriate for such management. The specific
duties of PaineWebber under the Advisory Agreement included recommending
selections of providers of professional and specialized services and
handling other managerial functions with respect to the Senior Housing
Facilities. PaineWebber was also obligated to provide office and clerical
facilities adequate for the Company's operations and to provide, or obtain
others to provide, accounting, custodial, funds collection and payment,
stockholder communications, legal and other services necessary in
connection with the Company's operations. The Advisory Agreement also
obligated PaineWebber to handle or arrange for the handling of the
Company's financial and other records.

PaineWebber received a base fee in an amount equal to 0.5% of the
gross operating revenues of the Senior Housing Facilities operated by the
Company as compensation for its services. For the years ended August 31,
1999, 1998 and 1997, this fee amounted to $0, $0 and $70,000, respectively.
In addition, PaineWebber was entitled to reimbursement for expenses
incurred in providing certain financial, accounting and investor
communication services to the Company. Included in general and
administrative expenses for the year ended August 31, 1998, 1997 and 1996
was $0, $0 and $80,000, respectively, representing reimbursements to
PaineWebber for providing such services to the Company. In performing its
services under the Advisory Agreement, PaineWebber was required to pay
certain employment expenses of its personnel, certain expenses of employees
and agents of PaineWebber and of Directors, officers and employees of the
Company who are also employees of PaineWebber, and certain of its overhead
and miscellaneous administrative expenses relating to performance of its
functions under the Advisory Agreement. The Company was responsible for
reimbursing out-of-pocket expenses of Directors, Officers and employees of
the Company incurred by them exclusively in such capacity and for all other
costs of its operations.

The Company retained Capital to be the property manager of the Senior
Housing Facilities pursuant to a Management Agreement which commenced on
July 29, 1996. As discussed in Note 1, Lawrence A. Cohen, who served
through July 28, 1998 as a Director of the Company and President, Chief
Executive Officer and Director of ILM I, 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. Under the Management Agreement,
Capital generally is required to perform all operational functions
necessary to operate the Senior Housing Facilities other than certain
administrative functions. The functions performed by Capital include
periodic reporting to and coordination with the Company, leasing the
individual units in the Senior Housing Facilities, maintaining bank
accounts, maintaining books and records, advertising and marketing the
Senior Housing Facilities, hiring and supervising on-site personnel, and
performing maintenance. Under the terms of the Management Agreement,
Capital earns a base management fee equal to 4% of the gross operating
revenues of the Senior Housing Facilities, as defined. Capital also earns
an incentive management fee equal to 25% of the amount by which the net
cash flow of the Senior Housing Facilities, as defined, exceeds a specified
base amount. Each August 31, beginning on August 31, 1997, the base amount
is increased based on the percentage increase in the Consumer Price Index
as well as 15% of Facility expansion costs. ILM I has guaranteed the
payment of all fees due to the terms of the Management Agreement. For the
years ended August 31, 1999 and 1998, Capital earned property management
fees from the Company of $1,008,000 and $919,000, respectively

F-9
<PAGE>

ILM I LEASE CORPORATION
Notes to Financial Statements (continued)

3. RELATED PARTY TRANSACTIONS (CONTINUED)

On February 4, 1997, AHC filed a complaint in the Superior Court of
the State of California against Capital, the new property manager; Lawrence
A. Cohen, who, through July 28, 1998 was a Director of the Company and
President, Chief Executive Officer and Director of ILM I, and others
alleging that the defendants intentionally interfered with AHC's property
management agreement (the "California litigation"). The complaint sought
damages of at least $2,000,000. On March 4, 1997, the defendants removed
the case to Federal District Court in the Central District of California.
At a Board meeting on February 26, 1997, the Company's Board of Directors
concluded that since all of Mr. Cohen's actions relating to the California
litigation were taken either on behalf of the Company under the direction
of the Board or as a PaineWebber employee, the Company or its affiliates
should indemnify Mr. Cohen with respect to any expenses arising from the
California litigation, subject to any insurance recoveries for those
expenses. Legal fees paid by the Company and Lease II on behalf of Mr.
Cohen totaled $229,000 as of August 31, 1999. The Company's Board also
concluded that, subject to certain conditions, the Company or its
affiliates should pay reasonable legal fees and expenses incurred by
Capital in the California litigation. At August 31, 1999, the amount
advanced to Capital by the Company and Lease II for Capital's California
litigation costs totaled approximately $563,000.

On September 18, 1997, the Company 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. ILM Holding will reimburse the Company for all costs related to
these potential expansions including fees to Capital Senior Development,
Inc. For the years ended August 31, 1999 and 1998, Capital Senior
Development, Inc. earned fees from the Company of $41,000 and $212,000,
respectively, for managing pre-construction development activities for
potential expansions of the Senior Housing Facilities.

Jeffry R. Dwyer, President, Secretary and Director of the Company, is
a shareholder of Greenberg Traurig, Counsel to the Company and its
affiliates since 1997. For the years ended August 31, 1999 and 1998,
Greenberg Traurig earned fees from the Company of $64,000 and $168,000,
respectively.

Accounts payable - related party at August 31, 1999 and 1998 includes
variable rent payable to ILM Holding of $305,000 and $243,000,
respectively, and expense reimbursements payable to Lease II in the amounts
of $0 and $102,000, respectively.

4. CAPITAL STOCK

Prior to September 1, 1995, the Company was a wholly-owned subsidiary
of ILM I. Pursuant to a reorganization and distribution agreement, ILM I
capitalized the Company with $700,000, an amount estimated to provide the
Company with necessary working capital. On September 1, 1995, MAVRICC
Management Systems, Inc., as the distribution agent, caused to be issued on
the stock records of the Company the distributed Common Stock of the
Company, in uncertificated form, to the holders of record of ILM I Common
Stock at the close of business on July 14, 1995. One share of the Company's
Common Stock was distributed for each outstanding share of ILM I Common
Stock. No certificates or scrip representing fractional shares of the
Company's Common Stock were issued to holders of ILM I Common Stock as part
of the distribution. In lieu of receiving fractional shares, each holder of
ILM I Common Stock who would otherwise have been entitled to receive a
fractional share of the Company's Common Stock received a cash payment
equivalent to $0.15 per share for such fractional interest.

F-10
<PAGE>

ILM I LEASE CORPORATION
Notes to Financial Statements (continued)

5. THE FACILITIES LEASE AGREEMENT

ILM Holding (the "Lessor"), a majority-owned subsidiary of ILM I,
leases the Senior Housing Facilities to the Company (the "Lessee"),
pursuant to a Facilities Lease Agreement. Such lease was extended on a
month-to-month basis on November 16, 1999 beyond its original expiration
date of December 31, 1999. ILM I has entered into an agreement and plan of
merger with Capital Senior Living Corporation and certain affiliates of
Capital, and has agreed to cause ILM Holding to cancel and terminate the
Facilities Lease Agreement immediately prior to the effective time of the
merger. While there can be no assurance, consummation of the merger is
presently anticipated in the first quarter of calendar year 2000. The lease
is accounted for as an operating lease in the Company's financial
statements.

Descriptions of the properties covered by the Facilities Lease
Agreement between the Company and ILM Holding are summarized as follows:

Year
Facility Rentable Resident
Name Location Built Units (2) Capacity (2)
---- -------- ----- --------- ------------

<S> <C> <C> <C> <C>
Independence Village of East Lansing, MI 1989 161 162
East Lansing

Independence Village of Winston-Salem, NC 1989 159 161
Winston-Salem

Independence Village of Raleigh, NC 1991 164 205
Raleigh

Independence Village of Peoria, IL 1990 165 181
Peoria

Crown Pointe Apartments Omaha, NE 1984 135 163

Sedgwick Plaza Apartments Wichita, KS 1984 150 170

West Shores Hot Springs, AR 1986 136 166

Villa Santa Barbara (1) Santa Barbara, CA 1979 125 125

</TABLE>

(1) The Company operates Villa Santa Barbara under a co-tenancy arrangement
with an affiliated company, ILM II Lease Corporation ("Lease II"). The
Company has entered into an agreement with Lease II regarding such joint
tenancy. Lease II was formed for similar purposes as the Company by an
affiliated company, ILM II Senior Living, Inc. ("ILM II"), a subsidiary of
which owns a portion of the Villa Santa Barbara property. The portion of
the Senior Housing Facility leased by the Company represents 25% of the
total project. Villa Santa Barbara is 25% owned by ILM Holding and 75% by
ILM II Holding, Inc., a direct subsidiary of ILM II, as tenants in common.
Upon the sale of ILM I or ILM II, arrangements would be made to transfer
the Santa Barbara facility to the non-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.

F-11
<PAGE>

ILM I LEASE CORPORATION
Notes to Financial Statements (continued)

5. THE FACILITIES LEASE AGREEMENT (CONTINUED)

Pursuant to the Facilities Lease Agreement, the Company pays annual
base rent for the use of the Senior Housing Facilities in the aggregate
amount of $6,364,800. 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
Holding, as the Lessor, is responsible for all major capital improvements
and structural repairs to the Senior Housing Facilities. Also, any fixed
assets of the Company at a Senior Housing Facility would remain with the
Senior Housing Facility at the termination of the lease. The Company also
pays variable rent, on a quarterly basis, for each Senior Housing Facility
in an amount equal to 40% of the excess of aggregate total revenues for the
Senior Housing Facilities, on an annualized basis, over $16,996,000. For
the fiscal years ended August 31, 1999 and 1998, variable rent expense was
$1,164,000 and $894,000, respectively.

The Company's use of the properties is limited to use as Senior
Housing Facilities. The Company has responsibility to obtain and maintain
all licenses, certificates and consents needed to use and operate each
Senior Housing Facility, and to use and maintain each Senior Housing
Facility in compliance with all local board of health and other applicable
governmental and insurance regulations. The Senior Housing Facilities
located in Arkansas, California and Kansas are licensed by such states to
provide assisted living services. In addition, various health and safety
regulations and standards, which are enforced by state and local
authorities, apply to the operation of all the Senior Housing Facilities.
Violations of such health and safety standards could result in fines,
penalties, closure of a Senior Housing Facility, or other sanctions.

6. LEGAL PROCEEDINGS AND CONTINGENCIES

A management agreement between ILM Holding and AHC which covered the
management of all eight Senior Housing Facilities was assigned to the
Company effective September 1, 1995. On July 29, 1996, Lease I and ILM
Holding (collectively for this Item 3, the "Companies") terminated a
property management agreement with AHC covering the eight Senior Housing
Facilities leased by Lease I from ILM Holding. The management agreement
with AHC was terminated for "cause" pursuant to the contract.
Simultaneously, with the termination of the management agreement, the
Companies, together with certain affiliated entities, filed suit against
AHC in the United States District Court for the Eastern District of
Virginia for breach of contract, breach of fiduciary duty and fraud. The
Companies alleged, among other things, that AHC willfully performed actions
specifically in violation of the management agreement and that such actions
caused damages to the Companies.

Due to the termination of the management agreement for cause, no
termination fee was paid to AHC. Subsequent to the termination of the
management agreement, AHC filed for protection under Chapter 11 of the U.S.
Bankruptcy Code in its domestic State of California. The filing was
challenged by the Companies, and the Bankruptcy Court dismissed AHC's case
effective October 15, 1996. In November 1996, AHC filed with the Virginia
District Court an answer in response to the litigation initiated by the
Companies and a counterclaim against ILM Holding. The counterclaim alleged
that the management agreement was wrongfully terminated for cause and
requested damages which included the payment of the termination fee in the
amount of $1,250,000, payment of management fees pursuant to the contract
from August 1, 1996 through October 15, 1996, which is the earliest date
that the management agreement could have been terminated without cause, and
recovery of attorneys' fees and expenses.

F-12
<PAGE>

ILM I LEASE CORPORATION
Notes to Financial Statements (continued)

6. LEGAL PROCEEDINGS AND CONTINGENCIES (CONTINUED)

The aggregate amount of damages against all parties as requested in
AHC's counterclaim exceeded $2,000,000. On June 13, 1997 and July 8, 1997,
the court issued orders to enter judgment against ILM I and ILM II in the
amount of $1,000,000. The orders do not contain any findings of fact or
conclusions of law. On July 10, 1997, the Company, ILM I, ILM II and Lease
II filed a notice of appeal to the United States Court of Appeals for the
Fourth Circuit from the orders.

On February 4, 1997, AHC filed a complaint in the Superior Court of
the State of California against Capital, the new property manager; Lawrence
A. Cohen, who, through July 28, 1998 was a Director of the Company and
President, Chief Executive Officer and Director of ILM I, and others
alleging that the defendants intentionally interfered with AHC's property
management agreement (the "California litigation"). The complaint sought
damages of at least $2,000,000. On March 4, 1997, the defendants removed
the case to Federal District Court in the Central District of California.
At a Board meeting on February 26, 1997, the Company's Board of Directors
concluded that since all of Mr. Cohen's actions relating to the California
litigation were taken either on behalf of the Company under the direction
of the Board or as a PaineWebber employee, the Company or its affiliates
should indemnify Mr. Cohen with respect to any expenses arising from the
California litigation, subject to any insurance recoveries for those
expenses. Legal fees paid by the Company and Lease II on behalf of Mr.
Cohen totaled $229,000 as of August 31, 1999. The Company's Board also
concluded that, subject to certain conditions, the Company or its
affiliates should pay reasonable legal fees and expenses incurred by
Capital in the California litigation. At August 31, 1999, the amount
advanced to Capital by the Company and Lease II for Capital's California
litigation costs totaled approximately $563,000.

On August 18, 1998, the Company and its affiliates along with Capital
and its affiliates entered into a Settlement Agreement with AHC. The
Company and Lease II agreed to pay $1,625,000 and Capital and its
affiliates agreed to pay $625,000 to AHC in settlement of all claims
including those related to the Virginia litigation and the California
litigation. The Company and its affiliates also entered into an agreement
with Capital and its affiliates to mutually release each other from all
claims that any such parties may have against each other, other than any
claims under the property management agreements. On September 4, 1998, the
full settlement amounts were paid to AHC and its affiliates with the
Company paying $975,000 and Lease II paying $650,000.

The Company has pending claims incurred in the normal course of
business which, in the opinion of the Company's management, will not have a
material effect on the financial statements of the Company.

F-13
<PAGE>

ILM I LEASE CORPORATION
Notes to Financial Statements (continued)

7. FEDERAL INCOME TAXES

The Company is taxable as a so-called `C" corporation and, therefore,
its income is subject to tax at the federal and state levels. The Company
reports on a calendar year for tax purposes. Income taxes at the
appropriate statutory rates have been provided for in the accompanying
financial statements.

Deferred income tax benefit reflects the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes.
The Company's deferred tax assets and liabilities as of August 31, 1999 and
1998, are comprised of the following amounts (in thousands):

1999 1998
------ ------
<S> <C> <C>
Deferred tax asset - straight-line rent expense $ 5 $ 19
Deferred tax asset - book over tax depreciation 236 54
Deferred tax asset - book over tax amortization 23 45
Net operating loss carryforward 63 366
----- -----
Gross deferred tax asset 327 484
Valuation allowance for deferred tax asset (235) (120)
----- -----
Net deferred tax asset $ 92 $ 364
===== =====
</TABLE>

The Company has provided a valuation allowance to consider the effects
that the lease termination date might have on historical taxable income and
the fact that cumulative tax over book depreciation might not be
recoverable against future taxable income if and when the lease is
terminated. The net operating loss carryforward will expire in 2013.

The components of income tax expense (benefit) for fiscal 1999, 1998
and 1997 are as follows (in thousands):

1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Current:
Federal $ -- $ -- $ 78
State -- -- 14
----- ----- -----
Total current -- -- 92
----- ----- -----

Deferred:
Federal 238 (47) (241)
State 35 (7) (43)
----- ----- -----
Total deferred 273 (54) (284)
----- ----- -----
$ 273 $ (54) $(192)
===== ===== =====

</TABLE>

F-14
<PAGE>

ILM I LEASE CORPORATION
Notes to Financial Statements (continued)

7. FEDERAL INCOME TAXES (CONTINUED)

The reconciliation of income tax computed for fiscal 1999, 1998 and
1997, at U.S. federal statutory rates to income tax expense (benefit) is as
follows (in thousands):

1999 1998 1997
----------------- ----------------- ----------------

<S> <C> <C> <C> <C> <C> <C>
Tax at U.S. statutory rates $ 134 34% $(148) (34%) $(163) (34%)
State income taxes, net
of federal tax benefit 24 6% (26) (6) (29) (6)

Valuation allowance 115 29% 120 33 -- --
----- --- ----- --- ----- ---
$ 273 (69%) $ (54) (7%) $(192) (40%)
===== ===== ===== ===== ===== =====

</TABLE>

F-15

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AS OF AUGUST 31, 1999 AND THE STATEMENT OF INCOME FOR THE PERIOD ENDED
AUGUST 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> AUG-31-1999
<PERIOD-END> AUG-31-1999
<CASH> 1,066
<SECURITIES> 0
<RECEIVABLES> 381
<ALLOWANCES> 4
<INVENTORY> 0
<CURRENT-ASSETS> 1,447
<PP&E> 1,299
<DEPRECIATION> 943
<TOTAL-ASSETS> 1,895
<CURRENT-LIABILITIES> 1,370
<BONDS> 0
0
0
<COMMON> 75
<OTHER-SE> 438
<TOTAL-LIABILITY-AND-EQUITY> 1,895
<SALES> 19,907
<TOTAL-REVENUES> 19,923
<CGS> 0
<TOTAL-COSTS> 19,530
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 393
<INCOME-TAX> 273
<INCOME-CONTINUING> 120
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 120
<EPS-BASIC> .01
<EPS-DILUTED> .01

</TABLE>