SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number: 0-25880
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NOTIFICATION OF LATE FILING
(Check One): [ ]Form 10-K |_| Form 11-K |_| Form 20-F |X| Form 10-Q
|_| Form N-SAR
For Period Ended: November 30, 2001
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|_| Transition Report on Form 10-K |_| Transition Report on Form 10-Q
|_| Transition Report on Form 20-F |_| Transition Report on Form N-SAR
|_| Transition Report on Form 11-K
For Period Ended: N/A
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:
N/A
PART I
REGISTRANT INFORMATION
ILM II LEASE CORPORATION
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(Full name of registrant)
Former name if applicable: N/A
1750 Tysons Boulevard,
Suite 1200
Tysons Corner, Virginia 22102
(Address of principal executive office)
PART II
RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
|X| (a) The reasons described in reasonable detail in Part III
of this form could not be eliminated without
unreasonable effort or expense;
|X| (b) The subject annual report, semi-annual report,
transition report on Form 10-K, 20-F, 11-K or Form
N-SAR, or portion thereof will be filed on or before
the 15th calendar day following the prescribed due
date; or the subject quarterly report or transition
report on Form 10-Q, or portion thereof will be filed
on or before the fifth calendar day following the
prescribed due date; and
|_| (c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR or the transition report or portion thereof, could not be filed within the
prescribed time period.
The Quarterly Report on Form 10-Q of ILM II Lease Corporation (the "Registrant")
was not completed by January 14, 2002, the last day for a timely filing of such
Quarterly Report for the period ended November 30, 2001 because of delays in
implementing the liquidation basis of accounting for the Registrant's assets and
liabilities, which delays cannot be avoided without unreasonable cost and
expense to the Registrant. Additional time is required in order to enable the
Registrant to file a complete and accurate report. The Form 10-Q will be filed
on or before January 19, 2002, in accordance with Rule 12b-25(b).
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Jeffry R. Dwyer (888) 257-3550
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s). |X| Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected on the
earnings statements to be included in the subject report or portion thereof?
|X| Yes | | No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
As of August 31, 2001, the Company adopted a liquidation basis of accounting.
Consequently, it is anticipated that there will be a significant change, as
compared to the corresponding period for the last fiscal year, in the
presentation of results of operations due to the elimination of depreciation
expenses, the adjustment of assets and liabilities of the Company to fair value
and the accrual of liquidation expenses.
ILM II LEASE CORPORATION
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: January 15, 2002 By: /s/Jeffry R. Dwyer
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Name: Jeffry R. Dwyer
Title: President