SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 11, 2002
Commission File Number: 0-18942
ILM II SENIOR LIVING, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Virginia 06-1293758
- ----------------------------------- --------------------------
(State of organization) (I.R.S. Employer
Identification No.)
1750 Tysons Boulevard, Suite 1200,
Tysons Corner, Virginia 22102
- --------------------------------------- -----------------
(Address of principal executive office) (Zip Code)
(888) 257-3550
- ----------------------------------------------------
(Registrant's telephone number, including area code)
(Page 1 of 4)
Exhibit Index Appears on Page 5
ITEM 5. OTHER EVENTS.
As previously disclosed, in connection with its BRE/Independent Living, LLC
("BRE") litigation, on May 28, 2002, ILM II paid $750,000 to BRE in full
settlement of BRE's claims brought against ILM II. In September 2002, ILM II
received a $150,000 insurance recovery on that claim, resulting in a total
aggregate insurance recovery of $350,000 on the claim. ILM II does not
anticipate any further insurance recovery related to such claim.
As previously reported, ILM II became subject to a built-in gain tax
liability of approximately $2,931,000 upon the sale of its Senior Housing
Facilities. On August 5, 2002, ILM II paid $1,423,000 of the built-in gain tax
and in September 2002, ILM II paid in full the then remaining balance.
Further, as previously reported, ILM II is managing an arbitration claim it
has against another party relating to the termination of the merger transaction
with Capital Senior Living Corporation in February 2001. Upon enforcement and
collection of an arbitration award, if any, and subsequent to ILM II's payment
of the costs associated with its liquidation and dissolution, and the costs
associated with the pursuit of the arbitration claim, ILM II intends to make a
final liquidating distribution to its shareholders, equal to its then remaining
assets. While there can be no assurances, ILM II anticipates that an arbitration
decision will be rendered by the end of November 2002.
As of September 30, 2002, ILM II's total assets approximated $6.1 million
and its total liabilities approximated $2.9 million, and it was anticipated that
ILM II would, in addition to its existing liabilities, incur as additional
expense between $700,000 and $1.4 million with respect to its future operations
and ultimate winding up.
This report contains "forward-looking statements" based on ILM II's current
expectations and projections about future events. These forward-looking
statements are subject to a number of risks and uncertainties which could cause
actual results and events to differ materially from those anticipated. These
results and events include, without limitation, the amount and timing of future
distributions, if any, the costs and expenses associated with the liquidation
and distribution of ILM II's assets, the amount of an arbitration recovery, if
any, etc. Further, there can be no assurance or certainty that there will be any
further distributions paid to ILM II's shareholders. ILM II undertakes no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not Applicable
(b) Not Applicable
(c) The following Exhibits are filed as part of this Current Report
on Form 8-K:
99.1 Press Release of ILM II Senior Living, Inc. dated
November 11, 2002.
(Page 2)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
ILM II SENIOR LIVING, INC.
By:/s/J. William Sharman, Jr.
-------------------------------------
J. William Sharman, Jr.
Chairman of the Board of Directors,
President and Chief Executive Officer
Dated: November 11, 2002
(Page 3)
EXHIBIT INDEX
Page No.
99.1 Press Release of ILM II Senior Living, Inc. 5
dated November 11, 2002.
(Page 4)