SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
Commission File Number: 0-18942
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: February 28, 2002
|_| 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 SENIOR LIVING, INC.
(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 Senior Living, Inc. (the
"Registrant") was not completed by April 15, 2002, the last day for a timely
filing of such Quarterly Report for the period ended February 28, 2002 because
of delays related to the recently completed sale of all of the Registrant's
right, title and interest in and to its senior and assisted living facilities
and certain other related assets to Five Star Quality Care, Inc., a publicly
traded Maryland corporation ("FVE"), pursuant to the terms of the previously
reported purchase and sale agreement between the Registrant, ILM II Lease
Corporation and FVE. These 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 April 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
J. William Sharman, Jr. (888) 257-3550
----------------------- --------- ------------------
(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 by 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 Registrant 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 Registrant to fair
value and the accrual of liquidation expenses.
ILM II SENIOR LIVING, INC.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: April 15, 2002 By: /s/J. William Sharman, Jr.
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Name: J. William Sharman, Jr.
Title: Chairman of the Board of
Directors, President and Chief
Executive Officer