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Form 12b-25 Page 1 of 3
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SEC 1344
(2-2002) PERSONS WHO POTENTIALLY ARE TO RESPOND TO THE COLLECTION OF
Previous INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO
versions RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB
obsolete CONTROL NUMBER.
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SECURITIES AND EXCHANGE COMMISSION -------------------------
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FORM 12b-25
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NOTIFICATION OF LATE FILING SEC FILE NUMBER
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CUSIP NUMBER
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(CHECK ONE): / /Form 10-K / /Form 20-F / /Form 11-K /X/Form 10-Q
/ /Form N-SAR
For Period Ended: May 31, 2002
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/ / Transition Report on Form 10-K
/ / Transition Report on Form 20-F
/ / Transition Report on Form 11-K
/ / Transition Report on Form 10-Q
/ / Transition Report on Form N-SAR
For the Transition Period Ended:
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READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
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NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
ILM II Senior Living, Inc.
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Full Name of Registrant
N/A
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Former Name if Applicable
1750 Tysons Boulevard, Suite 1200
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Address of Principal Executive Office (Street and Number)
Tysons Corner, Virginia 22102
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City, State and Zip Code
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Form 12b-25 Page 2 of 3
PART II -- RULES 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;
(b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof,
/X/ will be filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report of
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 Forms 10-K, 20-F, 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 July 15, 2002, the last day for a timely
filing of such Quarterly Report for the period ended May 31, 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.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
J. William Shavman (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
answer is no, identify report(s). /X/ Yes / / No
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(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.
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ILM II Senior Living, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date July 15, 2002 By /s/ J. William Shavman, Jr.
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Chairman of the Board of Directors,
President and CEO
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Form 12b-25 Page 3 of 3
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
____________________________________ATTENTION__________________________________
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule O-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. ELECTRONIC FILERS. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers unable
to submit a report within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T (Section 232.201 or Section 232.202 of this chapter) or apply
for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T
(Section 232.13(b) of this chapter).