<PAGE>
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-K

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

                     FOR FISCAL YEAR ENDED: AUGUST 31, 1999
                                       OR
  _____     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: 0-18942
                                                 -------

                           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.)


8180 Greensboro Drive, Suite 850,   McLean, 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: 5,181,236. The
aggregate sales price of the shares sold was $51,812,356. This does not reflect
market value. There is no current market for these shares.

                       DOCUMENTS INCORPORATED BY REFERENCE
            DOCUMENTS                                   Form 10-K Reference
-------------------------------                         -------------------
Prospectus of registrant dated                           Parts II, Part IV
August 8, 1990, as supplemented
[33 Act filing #33-33857]

Current Report on Form 8-K                                   Part IV
of registrant dated October 21, 1999

================================================================================


<PAGE>


<TABLE>
<CAPTION>
                                           ILM II SENIOR LIVING, INC.

                                                 1999 FORM 10-K

                                               TABLE OF CONTENTS


<S>         <C>       <C>                                                                          <C>
PART I                                                                                                     PAGE

Item         1        Business.............................................................................I-1

Item         2        Properties...........................................................................I-6

Item         3        Legal Proceedings....................................................................I-6

Item         4        Submission of Matters to a Vote of Security Holders..................................I-9


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-9

Item         9        Changes in and Disagreements with Accountants on Accounting
                         and Financial Disclosure.........................................................II-9


PART III

Item        10        Directors and Executive Officers of the Registrant.................................III-1

Item        11        Executive Compensation.............................................................III-2

Item        12        Security Ownership of Certain Beneficial Owners and Management.....................III-2

Item        13        Certain Relationships and Related Transactions.....................................III-3


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........................................................F-1 to F-23
</TABLE>


<PAGE>


                           ILM II SENIOR LIVING, INC.


                                     PART I

ITEM 1. BUSINESS

         ILM II Senior Living, Inc. (the "Company") was incorporated on February
5, 1990 under the laws of the State of Virginia as a Virginia finite-life
corporation, formerly PaineWebber Independent Mortgage Inc. II, for the purpose
of making construction and participating mortgage loans secured by rental
housing complexes for independent senior citizens ("Senior Housing Facilities").
On September 12, 1990, the Company sold to the public in a registered initial
offering pursuant to a Registration Statement filed on Form S-11 under the
Securities Act of 1933 (Registration Statement No. 33-33857), 5,181,236 shares
of common stock, $.01 par value. The Company received capital contributions of
$51,812,356, of which $200,000 represented the sale of 20,000 shares to an
affiliate at that time, PaineWebber Group, Inc. ("PaineWebber"). For discussion
purposes, PaineWebber will refer to PaineWebber Group, Inc., and all affiliates
that provided services to the Company in the past.

         The Company has elected to qualify and be taxed as a Real Estate
Investment Trust ("REIT") under the Internal Revenue Code of 1986, as amended,
for each taxable year of operations. As a REIT, the Company is allowed a
deduction for the amount of dividends paid to shareholders of the Company
("Shareholders"), thereby effectively subjecting the distributed net income of
the Company to taxation at the shareholder level only. In order to qualify as a
REIT, the Company must distribute at least 95% of its taxable income on an
annual basis and meet certain other requirements.

         The Company originally invested the net proceeds of the initial public
offering in six participating mortgage loans secured by senior housing
facilities located in five states ("Senior Housing Facilities"). All of the
loans made by the Company were originally to Angeles Housing Concepts, Inc.
("AHC"), a company specializing in the development, acquisition and operation of
Senior Housing Facilities, and guaranteed by AHC's corporate parent, Angeles
Corporation ("Angeles").

         During the quarter ended February 28, 1993, Angeles announced that it
was experiencing liquidity problems that resulted in the inability to meet its
obligations. Subsequent to such announcements, AHC defaulted on the regularly
scheduled mortgage loan payments due to the Company on March 1, 1993. Subsequent
to March 1993, payments toward the debt service owed on the Company's loans were
limited to the net cash flow of the operating investment properties. On May 3,
1993, Angeles filed for reorganization under a Chapter 11 Federal Bankruptcy
petition filed in the state of California. AHC did not file for reorganization.
The Company retained special counsel and held extensive discussions with AHC
concerning the default status of its loans. During the fourth quarter of fiscal
1993, a non-binding settlement agreement between the Company, AHC and Angeles
was reached whereby ownership of the properties would be transferred from AHC to
the Company or its designated affiliates. Under the terms of the settlement
agreement, the Company would release AHC and Angeles from certain obligations
under the loans. On April 27, 1994, each of the properties owned by AHC and
securing the loans was transferred (collectively, "the Transfers") to newly
created special purpose corporations affiliated with the Company (collectively,
"the Property Companies"). The Transfers had an effective date of April 1, 1994
and were made pursuant to the settlement agreement entered into on February 17,
1994 ("the Settlement Agreement") between the Company and AHC which had
previously been approved by the bankruptcy court handling the bankruptcy case of
Angeles. All of the capital stock of each Property Company was held by ILM II
Holding, Inc. ("ILM II Holding"), a Virginia corporation. In August 1995, each
of the Property Companies merged into ILM II Holding which is now a subsidiary
of the Company. As a result, ownership of the Senior Housing Facilities is now
held by ILM II Holding, and the Property Companies no longer exist as separate
legal entities.


                                      I-1
<PAGE>


                           ILM II SENIOR LIVING, INC.


ITEM 1.  BUSINESS (CONTINUED)

         ILM II Holding, Inc. ("ILM II Holding"), a majority-owned subsidiary of
the Company, now holds title to the six Senior Housing Facilities, which
comprise the balance of the operating investment properties on the accompanying
consolidated balance sheets, subject to certain mortgage loans payable to the
Company. Such mortgage loans and the related interest expense are eliminated in
the consolidation of the financial statements of the Company. The capital stock
of ILM II Holding was originally owned by the Company and PaineWebber. ILM II
Holding had issued 100 shares of Series A Preferred Stock to the Company in
return for a capital contribution in the amount of $495,000 and had issued
10,000 shares of common stock to PaineWebber in return for a capital
contribution in the amount of $5,000. The common stock represented approximately
99 percent of the voting power and 1 percent of the economic interest in ILM II
Holding, while the preferred stock represented approximately 1 percent of the
voting power and 99 percent of the economic interest in ILM II Holding.

         The Company completed its restructuring plans by converting ILM II
Holding to a REIT for tax purposes effective for Calendar year 1996. In
connection with these plans, on November 21, 1996 the Company requested that
PaineWebber sell all of the stock held in ILM II Holding to the Company for a
price equal to the fair market value of the 1% economic interest in ILM II
Holding represented by the common stock. On January 10, 1997, this transfer of
the common stock of ILM II Holding was completed at an agreed upon fair value of
$40,000, representing a $35,000 increase in fair value. This increase in fair
value is based on the increase in values of the Senior Housing Facilities which
occurred between April 1994 and January 1996, as supported by independent
appraisals.

          With this transfer completed, effective January 23, 1997 ILM II
Holding recapitalized its common stock and preferred stock by replacing the
outstanding shares with 50,000 shares of new common stock and 275 shares of a
new class of non-voting, 8% cumulative preferred stock issued to the Company
("the Preferred Stock"). The number of authorized shares of preferred and common
stock in ILM II Holding were also increased as part of the recapitalization.
Following the recapitalization, the Company made charitable gifts of one share
of the Preferred Stock in ILM II Holding to each of 111 charitable organizations
so that ILM II Holding would meet the stock ownership requirements of a REIT as
of January 30, 1997. The Preferred Stock has a liquidation preference of $1,000
per share plus any accrued and unpaid dividends. Dividends on the Preferred
Stock accrue at a rate of 8% per annum on the original $1,000 liquidation
preference and are cumulative from the date of issuance. Since ILM II Holding is
not expected to have sufficient cash flow in the foreseeable future to make the
required dividend payments, it is anticipated that dividends will accrue and be
paid at liquidation. The Company recorded the contribution of the Preferred
Stock in ILM II Holding to the charitable organizations at the amount of the
initial liquidation preference of $111,000. Such amount is included in general
and administrative expenses in the accompanying consolidated statement of income
for the year ended August 31, 1997. Cumulative dividends accrued as of August
31, 1999 and 1998, on the Preferred Stock in ILM II Holding totaled $23,000 and
$14,000, respectively.


                                      I-2
<PAGE>


                           ILM II SENIOR LIVING, INC.


ITEM 1.  BUSINESS (CONTINUED)

         As part of the fiscal 1994 Settlement Agreement with AHC, ILM II
Holding retained AHC as the property manager for all of the Senior Housing
Facilities pursuant to the terms of a management agreement. The management
agreement with AHC was terminated in July 1996. Subsequent to the effective date
of the Settlement Agreement with AHC, in order to maximize the potential returns
to the Company's existing Shareholders while maintaining the Company's
qualification as a REIT under the Internal Revenue Code, the Company formed a
new corporation, ILM II Lease Corporation ("Lease II"), for the purpose of
operating the Senior Housing Facilities under the terms of a facilities lease
agreement (the "Facilities Lease Agreement"). All of the shares of capital stock
of Lease II were distributed to the holders of record of the Company's common
stock and the Senior Housing Facilities were leased to Lease II effective
September 1, 1995. Lease II is a public company subject to the reporting
obligations of the Securities and Exchange Commission. All responsibility for
the day-to-day management of the Senior Housing Facilities, including
administration of the property management agreement with AHC, was transferred to
Lease II. On July 29, 1996, the management agreement with AHC was terminated and
Lease II retained Capital Senior Management 2, Inc. ("Capital") to be the new
property manager of its Senior Housing Facilities pursuant to a management
agreement (the "Management Agreement"). Lawrence A. Cohen, who, through July 28,
1998, served as President, Chief Executive Officer and Director of the Company
and a Director of Lease II, 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. As a result, through July 28, 1998, Capital was considered a
related party.

RECENT DEVELOPMENTS

         On February 7, 1999, the Company entered into an agreement and plan of
merger, which was amended and restated on October 19, 1999, with Capital Senior
Living Corporation, the corporate parent of Capital, and certain affiliates of
Capital. If the merger is consummated, the Shareholders of the Company will
receive all-cash merger consideration of approximately $14.47 per share.
Consummation of this transaction will require, among other things, the
affirmative vote of the holders of not less than 66-2/3% of the Company's
outstanding common stock. 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, the Company has agreed to cause ILM II Holding to
cancel and terminate the Facilities Lease Agreement with Lease II immediately
prior to the effective time of the merger. As noted above, the Facilities Lease
Agreement, which is scheduled to expire on December 31, 2000, may be terminated
earlier at the election of the Lessor in connection with the sale by the Lessor
of the Senior Housing Facilities to a non-affiliated third party. As a result of
the proposed merger, Lease II would have little "going concern" value. There can
be no assurance as to whether the merger will be consummated or, if consummated,
as to the timing thereof.


                                      I-3
<PAGE>


                           ILM II SENIOR LIVING, INC.


ITEM 1. BUSINESS (CONTINUED)

         At August 31, 1999, through its consolidated subsidiary, the Company
owned eight Senior Housing Facilities. The Company's investments as of August
31, 1999 are described below:

<TABLE>
<CAPTION>
                                                                              Year
Property Name                                                   Date of     Facility    Rentable       Resident
and Location (1)                Type of Property              Investment      Built     Units (3)   Capacities (3)
---------------------           ----------------              ----------      -----     ---------   --------------

<S>                             <C>                             <C>           <C>          <C>            <C>
The Palms
Fort Myers, FL                  Senior Housing Facility         7/18/90       1988         205            255

Crown Villa
Omaha, NE                       Senior Housing Facility         4/25/91       1992         73             73

Overland Park Place
Overland Park, KS               Senior Housing Facility         4/9/92        1984         141            153

Rio Las Palmas
Stockton, CA                    Senior Housing Facility         5/14/92       1988         164            190

The Villa at Riverwood
St. Louis County, MO            Senior Housing Facility         5/29/92       1986         120            140

Villa Santa Barbara (2)
Santa Barbara, CA               Senior Housing Facility         7/13/92       1979         125            125
</TABLE>

(1)  See Note 4 to the consolidated financial statements filed with this Annual
     Report for a description of the agreements through which the Company has
     acquired these real estate investments.

(2)  The  acquisition of Villa Santa Barbara was financed  jointly by the
     Company and an affiliated entity, ILM I. All amounts generated from the
     operations of Villa Santa Barbara are equitably apportioned between the
     Company, together with its consolidated subsidiary, and ILM I, together
     with its consolidated subsidiary, generally 75% and 25%, respectively.
     Villa Santa Barbara is owned 75% by ILM II Holding and 25% by ILM Holding,
     Inc. as tenants in common. Upon the sale of ILM I or the Company,
     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 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 II Holding, as Lessor, is responsible for all
major capital improvements and structural repairs to the Senior Housing
Facilities. During the term of the Facilities Lease Agreement, which expires on
December 31, 2000 (December 31, 1999 with respect to the Santa Barbara
facility), unless earlier terminated at the election of the Lessor in connection
with the sale by the Lessor of the Senior Housing Facilities to a non-affiliated
third party upon 30 days' notice to the Company, Lease II pays annual base rent
for the use of all of the Facilities in the aggregate amount of $4,035,600 per
year. Lease II also pays variable rent, on a quarterly basis, for each Senior
Housing Facility in an amount equal to 40% of the excess of the aggregate total
revenues for the Senior Housing Facilities, on an annualized basis, over
$13,021,000. For the years ended August 31, 1999 and 1998, variable rental
income was $1,261,000 and $984,000, respectively.


                                      I-4
<PAGE>


                           ILM II SENIOR LIVING, INC.


ITEM 1.  BUSINESS (CONTINUED)

         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 is engaged
solely in the business of real estate investment. Therefore, presentation of the
information about industry segments is not applicable.

         The Company originally expected to liquidate its investments after a
period of approximately ten years, although under the terms of its
organizational documents property sales may occur at earlier or later dates. The
net proceeds of any sale transactions are expected to be distributed to the
Shareholders, so that the Company will, in effect, be self-liquidating.

         Through June 18, 1997, and subject to the supervision of the Company's
Board of Directors, assistance in the management of the business of the Company
was provided by PaineWebber. PaineWebber resigned from this position effective
as of June 18, 1997, although PaineWebber agreed to provide certain
administrative services to 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 Cohen & Steers, 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 Capital. The Directors are subject to removal by
the vote of the holders of a majority of the outstanding shares of Company
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.


                                      I-5
<PAGE>


                           ILM II SENIOR LIVING, INC.


ITEM 2.  PROPERTIES

         As of August 31, 1999, the Company has interests in the six 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>
The Palms                                        94%              93%          91%            89%            92%

Crown Villa                                      96%              97%          93%            94%            95%

Overland Park Place                              98%              97%          95%            95%            96%

Rio Las Palmas                                   92%              92%          91%            92%            92%

The Villa at Riverwood                           97%              93%          86%            87%            91%

Villa Santa Barbara                              97%              99%          97%            97%            98%
</TABLE>

ITEM 3.  LEGAL PROCEEDINGS

TERMINATION OF MANAGEMENT CONTRACT WITH AHC


         On July 29, 1996, Lease II and ILM II Holding (collectively for this
Item 3, the "Companies") terminated a property management agreement with AHC
covering the six Senior Housing Facilities leased by Lease II from ILM II
Holding. The management agreement 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 II
Holding. The counterclaim alleged that the management agreement was wrongfully
terminated for cause and requested damages which include the payment of the
termination fee in the amount of $750,000, payment of management fees pursuant
to the management agreement 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 attorney's fees and expenses.


         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 the Company and ILM I 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, Lease I and Lease II
filed a notice of appeal to the United States Court of Appeals for the Fourth
Circuit from the orders.


                                      I-6
<PAGE>


                           ILM II SENIOR LIVING, INC.


ITEM 3.  LEGAL PROCEEDINGS (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 President, Chief Executive Officer, and
Director of the Company; 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 Lease I 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. As August
31, 1999, the amount advanced to Capital by Lease I and Lease II for legal fees
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. Lease I 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 Lease I paying $975,000 and Lease II paying $650,000.


                                      I-7
<PAGE>


                           ILM II SENIOR LIVING, INC.


ITEM 3.  LEGAL PROCEEDINGS (CONTINUED)

OTHER LITIGATION

         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 the
Company and ILM I in the Supreme Court of the State of New York, County of New
York naming the Company, ILM I and their Directors as defendants. 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 the Company and ILM I, diverting certain of their assets. The
complaint sought compensatory damages in an unspecified amount, punitive
damages, the judicial dissolution of the Company and ILM I, 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 Company and its co-defendants moved to dismiss the
complaint on all counts.

         On December 8, 1998, the Court granted the Company's dismissal motion
in part but afforded the plaintiffs leave to amend their complaint. In doing so,
the Court accepted the Company's 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 the Company 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 Company and the Board of Directors
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 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 Company's motion to dismiss
the second amended complaint filed by the plaintiffs, 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 Company and its co-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, the Company, ILM I 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.

         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.


                                      I-8
<PAGE>


                           ILM II SENIOR LIVING, INC.


ITEM 3.  LEGAL PROCEEDINGS (CONTINUED)

         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 judgment
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 attorney's 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 attorney's fees and expenses sought under this application, and if the
proposed merger with Capital Senior Living Corporation is not consummated and
ILM I and the Company enter into a transaction having similar effect to the
merger with a third party, then ILM I and the Company are responsible for such
fees and expenses.

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

         None.


                                      I-9
<PAGE>


                           ILM II SENIOR LIVING, INC.


                                     PART II

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

         During the public offering period, which commenced August 8, 1990 and
ended May 10, 1991, the selling price of the shares of common stock was $10 per
share. At August 31, 1999 there were 3,015 record holders of the Company's
shares. There is no public market for the resale of the shares, and it is not
anticipated that a public market will develop. While shares of the Company were
designed for long-term holding, they may possibly be traded through a secondary
market resale. The shares do not trade on an established exchange and the only
market that has developed is an informal 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. In addition, the Company's Articles of Incorporation restrict
ownership of more than 9.8% of the Company's outstanding shares by one investor.
These restrictions are designed to ensure that the Company does not violate
certain share accumulation restrictions imposed by the Internal Revenue Code on
REITs.

         The Company makes quarterly distributions, payable within 45 days after
the end of each fiscal quarter, to Shareholders of record on the record date for
such quarter as determined by the Directors. The Company intends to make
distributions to Shareholders in an amount equal to at least 95% of its taxable
income in order to continue to qualify as a REIT. Reference is made to Item 6
below for the amount of cash dividends paid per share of common stock during
fiscal 1999.

         On June 4, 1998, an unsolicited tender offer was filed on Schedule
14D-1 to purchase up to 500,000 outstanding shares of the Company's common stock
representing approximately 9.65% of the outstanding shares at $7.00 per share.
On June 11, 1998, the offer was increased to $8.00 per share. On June 17, 1998,
the Company filed a response on Schedule 14D-9, which response was amended on
July 7, 1998, stating that the Company's Board of Directors unanimously
concluded that the offer is inadequate and not in the best interests of the
Company and its Shareholders. Accordingly, the Board unanimously recommended
that the Company's Shareholders reject the offer and not tender their shares.

         On February 7, 1999, the Company entered into an agreement and plan of
merger, which was amended and restated on October 19, 1999, with Capital Senior
Living Corporation, the corporate parent of Capital, and certain affiliates of
Capital. If the merger is consummated, the Shareholders of the Company will
receive all-cash merger consideration of approximately $14.47 per share.
Consummation of this transaction will require, among other things, the
affirmative vote of the holders of not less than 66-2/3% of the Company's
outstanding common stock. 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, the Company has agreed to cause ILM II Holding to
cancel and terminate the Facilities Lease Agreement with Lease II immediately
prior to the effective time of the merger. As noted above, the Facilities Lease
Agreement, which is scheduled to expire on December 31, 2000, may be terminated
earlier at the election of the Lessor in connection with the sale by the Lessor
of the Senior Housing Facilities to a non-affiliated third party. As a result of
the proposed merger, Lease II would have little "going concern" value. There can
be no assurance as to whether the merger will be consummated or, if consummated,
as to the timing thereof.


                                      II-1
<PAGE>


                           ILM II SENIOR LIVING, INC.


ITEM 6.  SELECTED FINANCIAL DATA


<TABLE>
<CAPTION>
                                           ILM II SENIOR LIVING, INC.
                         For the years ended August 31, 1999, 1998, 1997, 1996 and 1995
                                 (Dollars in thousands, except per share data)


                                                      1999         1998       1997(1)         1996          1995
                                                      ----         ----       --------        ----          ----

   <S>                                            <C>           <C>          <C>            <C>            <C>
   Revenues                                            $5,321       $ 5,065     $  4,515    $      46      $      87

   Operating income (loss)                              1,697         2,907        2,184         (587)          (877)

   Equity in income from properties securing
     mortgage loans                                         -             -            -        2,674          2,308
                                                  -----------   -----------  ------------   ---------      ---------


   Net income                                          $1,697      $  2,907     $  2,184     $  2,087       $  1,431
                                                       ======      ========     ========     ========       ========


   Earnings per

     share of common stock                         $     0.32     $    0.56    $    0.42    $    0.40      $    0.27
                                                   ==========     =========    =========    =========      =========


   Cash dividends paid

     per share of common stock                     $     0.85     $    0.73    $    0.61    $    0.50      $    0.43
                                                   ==========     =========    =========    =========      =========


                                                                               August 31
                                                   -----------------------------------------------------------------
                                                         1999          1998         1997         1996           1995
                                                         ----          ----         ----         ----           ----


   Total assets                                       $31,376       $32,383      $33,355      $33,973        $35,052
                                                      =======       =======      =======      =======        =======


   Shares outstanding                               5,181,236     5,181,236    5,181,236    5,181,236      5,181,236
</TABLE>

    (1)  As a result of certain restructuring plans which the Company began to
         implement during fiscal 1995 (see Item 7), the financial position and
         results of operations of the combined operating investment properties
         in which the Company has invested have been presented on a consolidated
         basis in the Company's financial statements beginning in fiscal 1997.
         Prior to fiscal 1997, the Company had accounted for its interests in
         such properties under the equity method as a result of the Company not
         holding majority voting control of ILM Holding.

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


                                      II-2
<PAGE>


                           ILM II SENIOR LIVING, INC.


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

LIQUIDITY AND CAPITAL RESOURCES

         The Company offered shares of its common stock to the public from
September 12, 1990 to May 10, 1991 pursuant to a Registration Statement filed
under the Securities Act of 1933. Capital contributions of $51,812,356 were
received by the Company (including $200,000 contributed by PaineWebber) and,
after deducting selling expenses and offering costs and allowing for adequate
cash reserves, approximately $42.9 million was available to be invested in
participating first mortgage loans secured by Senior Housing Facilities. The
Company originally invested the net proceeds of the initial public offering in
six participating mortgage loans secured by Senior Housing Facilities located in
five states. All of the loans made by the Company were originally with AHC. As
previously reported, AHC defaulted on the regularly scheduled mortgage loan
payments due to the Company on March 1, 1993. Its parent company, Angeles,
subsequently filed for bankruptcy. In fiscal 1994, a Settlement Agreement was
executed whereby ownership of the Senior Housing Facilities was transferred from
AHC to certain designated affiliates of the Company which were majority owned by
the Company. Subsequently, these affiliates were merged into ILM II Holding
which is now a subsidiary of the Company. ILM II Holding holds title to the six
Senior Housing Facilities which comprise the balance of operating investment
properties in the accompanying consolidated balance sheets, subject to certain
mortgage loans payable to the Company. Such mortgage loans and the related
interest expense are eliminated in the consolidation of the financial statements
of the Company. As part of the fiscal 1994 Settlement Agreement with AHC, ILM II
Holding retained AHC as the property manager for all of the Senior Housing
Facilities pursuant to the terms of a management agreement. As discussed further
below, the management agreement with AHC was terminated in July 1996.

         Subsequent to the effective date of the Settlement Agreement with AHC,
in order to maximize the potential returns to the Company's existing
Shareholders while maintaining its qualification as a REIT under the Internal
Revenue Code, the Company formed a new corporation, Lease II, for the purpose of
operating the Senior Housing Facilities under the terms of a Facilities Lease
Agreement. As of August 31, 1995, Lease II, which is taxable as a so-called "C"
corporation and not as a REIT, was a wholly-owned subsidiary of the Company. On
September 1, 1995, after the Company received the required regulatory approval,
it distributed all of the shares of capital stock of Lease II to the holders of
record of the Company's common stock. One share of common stock of Lease II was
issued for each full share of the Company's common stock held. Prior to the
distribution, the Company capitalized Lease II with $500,000 from its existing
cash reserves, which was an amount estimated to provide Lease II with necessary
working capital.

         The Facilities Lease Agreement is between the Company's consolidated
affiliate, ILM II Holding, as owner of the properties and Lessor, and Lease II
as Lessee. 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 II Holding, as the Lessor, is responsible for all
major capital improvements and structural repairs to the Senior Housing
Facilities. Pursuant to the Facilities Lease Agreement, which expires on
December 31, 2000 (December 31, 1999 with respect to the Santa Barbara
property), Lease II pays annual base rent for the use of all of the Senior
Housing Facilities in the aggregate amount $4,035,600. Lease II also pays
variable rent, on a quarterly basis, for each Senior Housing Facility in an
amount equal to 40% of the excess, if any, of the aggregate total revenues for
the Senior Housing Facilities, on an annualized basis, over $13,021,000.
Variable rental income related to fiscal years 1999 and 1998 was $1,261,000 and
$984,000, respectively.

         The assumption of ownership of the Senior Housing Facilities through
ILM II Holding, which was a so-called "C" corporation for tax purposes at the
time of the assumption, may result in a possible future tax liability which
would be payable upon the ultimate sale of the Senior Housing Facilities (the
"built-in gain tax"). The amount of such tax would be calculated based on the
lesser of the total net gain realized from the sale transaction or the portion
of the net gain realized upon a final sale which is attributable to the period
during which the Senior Housing Facilities were held by a C corporation.


                                      II-3
<PAGE>


                           ILM II SENIOR LIVING, INC.


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

         The Company completed its restructuring plans by converting ILM II
Holding to a REIT for tax purposes. In connection with these plans, on November
21, 1996, the Company requested that PaineWebber sell all of the stock held in
ILM II Holding to the Company for a price equal to the fair market value of the
1% economic interest in ILM II Holding represented by the common stock. On
January 10, 1997, this transfer of the common stock of ILM II Holding was
completed at an agreed upon fair value of $40,000. With this transfer completed,
effective January 23, 1997, ILM II Holding recapitalized its common stock and
preferred stock by replacing the outstanding shares with 50,000 shares of new
common stock and 275 shares of non-voting, 8% cumulative preferred stock issued
to the Company (the "Preferred Stock"). The number of authorized shares of
preferred stock and common stock in ILM II Holding were also increased as part
of the recapitalization. Following the recapitalization, the Company made
charitable gifts of one share of the Preferred Stock in ILM II Holding to each
of 111 charitable organizations so that ILM II Holding would meet the stock
ownership requirements of a REIT as of January 30, 1997. The Preferred Stock has
a liquidation preference of $1,000 per share plus any accrued and unpaid
dividends. Dividends on the Preferred Stock will accrue at a rate of 8% per
annum on the original $1,000 liquidation preference and are cumulative from the
date of issuance. Since ILM II Holding is not expected to have sufficient cash
flow in the foreseeable future to make the required dividend payments, it is
anticipated that dividends will accrue and be paid at liquidation. The Company
recorded the contribution of the Preferred Stock in ILM II Holding to the
charitable organizations at the amount of the initial liquidation preference of
$111,000. Such amount is included in general and administrative expense in the
accompanying consolidated statement of income for the year ended August 31,
1997. Cumulative dividends accrued as of August 31, 1999 and 1998, on the
preferred stock in ILM II Holding totaled approximately $23,000 and $14,000,
respectively.

         Any future appreciation in the value of the Senior Housing Facilities
subsequent to the conversion of ILM II Holding to a REIT would not be subject to
the built-in gain tax. The built-in gain tax would most likely not be incurred
if the properties were to be held for a period of at least ten years from the
date of the conversion of ILM II Holding to a REIT. However, since the end of
the Company's original anticipated holding period as defined in the Articles of
Incorporation is December 31, 2001, the properties may not be held for an
additional ten years. Based on management's current estimate of the increase in
the values of the Senior Housing Facilities which occurred between April 1994
and January 1996, as supported by independent appraisals, a sale of the Senior
Housing Facilities within ten years of the date of the conversion of ILM II
Holding to a REIT could result in a built-in gain tax of as much as $2.3
million, which could be reduced by approximately $1.4 million using available
net operating loss carryforwards of ILM II Holding of approximately $4.2
million. To avoid this built-in gain tax, the Directors are prepared at the
appropriate time to recommend to the Shareholders an amendment to the Articles
of Incorporation to extend the Company's scheduled liquidation date.

         ILM II Holding has acquired the respective operating properties subject
to, and assumed the obligations under, the mortgage loans payable to the
Company, pursuant to the 1997 Settlement Agreement with AHC. The principal
balance of each loan was modified to reflect the estimated fair value of the
related operating property as of the date of the transfer of ownership. The
modified loans require interest-only payments on a monthly basis at a rate of 7%
from April 1, 1994 through December 1, 1994, 9% for the period January 1 through
December 31, 1995, 11% for the period January 1 through December 31, 1996, 12%
for the period January 1 through December 31, 1997, 13% for the period January 1
through December 31, 1998, 13.5% for the period January 1, 1999 through December
31, 1999 and 14% for the period January 1, 2000 through maturity. Since ILM II
Holding is consolidated with the Company in the accompanying consolidated
financial statements for fiscal years 1999 and 1998, the mortgage loans and
related interest expense have been eliminated in consolidation.


                                      II-4
<PAGE>


                           ILM II SENIOR LIVING, INC.


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

         Because the ownership of the assets of ILM II Holding was expected to
be transferred to the Company or its wholly-owned subsidiary, ILM II Holding was
capitalized with funds to provide it with working capital only for a limited
period of time. At the present time, ILM II Holding is not expected to have
sufficient cash flow during fiscal year 2000 to (i) meet its obligations to make
the debt service payments due under the loans and (ii) pay for capital
improvements and structural repairs in accordance with the terms of the
Facilities Lease Agreement. Although ILM II Holding is not expected to fully
fund its scheduled debt service payments to the Company, the current values of
the Senior Housing Facilities are well in excess of the mortgage principal
amounts plus accrued interest at August 31, 1999. As a result, the Company is
expected to recover the full amount that would be due under the loans upon the
sale of the Senior Housing Facilities.

         Lease II has retained Capital to be the property manager of the Senior
Housing Facilities and the Company has guaranteed payment of all fees due to
Capital pursuant to the Management Agreement which commenced on July 29, 1996.
Lawrence A. Cohen, who, through July 28, 1998, served as President, Chief
Executive Officer and Director of the Company and a Director of Lease II, 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. As a result,
through July 28, 1998, Capital was considered a related party. 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 average monthly net cash flow of the Senior Housing Facilities, as
defined, for the twelve- month period ending on the last day of each calendar
month during the term of the Management Agreement 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 Senior Housing Facility expansion costs.

         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 President, Chief Executive Officer, and
Director of the Company; 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 Lease I 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. As August
31, 1999, the amount advanced to Capital by Lease I and Lease II for legal fees
totaled approximately $563,000.


                                      II-5
<PAGE>


                           ILM II SENIOR LIVING, INC.


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

         The six Senior Housing Facilities in which the Company has invested
averaged 94% and 96% occupancy for the fiscal years ended August 31, 1999 and
1998, respectively. The Company's net operating cash flow is expected to be
relatively stable and predictable due to the structure of the Facilities Lease
Agreement. The annual base rental payments owed to ILM II Holding are $4,035,600
and will remain at that level for the remainder of the lease term. In addition,
the Senior Housing Facilities are currently generating gross revenues which are
in excess of the specified threshold in the variable rent calculation, as
discussed further above, which became effective in January 1997. Accordingly,
ILM II Holding received variable rent payments in fiscal 1999 and 1998 in the
amounts of $1,261,000 and $984,000, respectively. As a result of the status of
the Company's net operating cash flow under the current Facilities Lease
Agreement, the Company increased its quarterly dividend payment from $.1625 per
share to $.1875 per share effective with the dividend paid in January 1998 for
the quarter ended November 30, 1997. The Company increased its quarterly
dividend payment to $0.2125 per share effective with the dividend paid on
October 15, 1998, for the quarter ended August 31, 1998.

         The Company and ILM I have been pursuing the potential for future
expansion of several of the Senior Housing Facilities which are located in areas
that have particularly strong markets for senior housing to increase cash flow
and shareholder value. Potential expansion candidates include the facilities
located in Omaha, Nebraska; St. Louis County, Missouri; and Fort Myers, Florida.
During fiscal year 1999, approximately one acre of land located adjacent to the
Omaha facility was acquired for approximately $135,000 and during fiscal year
1998, a one-half acre parcel of vacant land adjacent to the Stockton facility
was purchased for approximately $136,000. Also included in Land on the
accompanying consolidated balance sheets are significant pre-construction design
and planning costs incurred at existing facilities for possible future
expansions. Although no expansion of the Stockton facility is being considered
at this time, the additional land will provide needed parking spaces and
improved access to the existing facility as well as future expansion potential.
The Fort Myers facility includes a vacant land parcel of approximately one and
one-half acres, which could accommodate an expansion of the existing facility.
Preliminary feasibility evaluations have been completed for all of these
potential expansions and pre-construction design and construction-cost
evaluations are underway for expansions of the facilities located in Omaha and
Fort Myers.

         Once the pre-construction design process is complete and projected
expansion construction costs are determined, the Company will carefully evaluate
the costs and benefits before proceeding with the construction of any of these
expansions. Depending on the extent of any expansions deemed appropriate, such
plans would result in the need for substantial capital.

         The Company secured a construction loan facility with a major bank that
provides the Company with up to $8.8 million to fund the capital costs of the
potential expansion programs. The construction loan facility is secured by a
first mortgage of the Senior Housing Facilities and collateral assignment of the
Company's leases of such Senior Housing Facilities. The loan expires December
31, 2000, with possible extensions through September 29, 2003. Principal is due
at expiration. Interest is payable at a rate equal to LIBOR plus 1.10% or Prime
plus 0.5%. Loan origination costs in connection with this loan facility are
being amortized over the life of the loan.

         On June 7, 1999, the Company borrowed approximately $1.2 million under
the construction loan facility to fund the pre-construction capital costs
incurred through April 1999, of the potential expansions of the Senior Housing
Facilities. As of August 31, 1999, approximately $7.6 million of the
construction loan facility is unused and available.


                                      II-6
<PAGE>


                           ILM II SENIOR LIVING, INC.


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

         At August 31, 1999, the Company had cash and cash equivalents of
$1,913,000 compared to $1,896,000 at August 31, 1998. The increase in cash of
approximately $17,000 is primarily due to borrowing of approximately $1.2
million under the construction loan facility offset by costs incurred due to the
potential merger transaction with Capital Senior Living Corporation. Such
amounts will be used for the working capital requirements of the Company, along
with the possible investment in the properties owned by the Company's
consolidated affiliate for certain capital improvements, and for dividends to
the Shareholders. Future capital improvements could be financed from operations
or through borrowings, depending on the magnitude of the improvements, the
availability of financing and the Company's incremental borrowing rate. The
source of future liquidity and dividends to the Shareholders is expected to be
through facilities lease payments from Lease II, interest income earned on
invested cash reserves and proceeds from the future sales of the underlying
operating investment properties. 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. The Company generally will be obligated to distribute annually
at least 95% of its taxable income to its Shareholders in order to continue to
qualify as a REIT under the Internal Revenue Code.

         While the Company has potential liabilities pending due to ongoing
litigation against the Company, the eventual outcome of this litigation cannot
presently be determined. The Company will vigorously defend against all claims
made against it and, at this time, it is not certain that the Company will have
ultimate responsibility for any such claims.

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.

         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. However, the Company has no means of determining whether or
ensuring those external agents will be Year 2000 ready. The inability of
external agents to complete their Year 2000 resolution process in a timely
fashion could impact the Company.

         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. In
addition, 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 Lease II
would not receive rental income as it became due from Senior Living Facility
residents. Lease II in turn would fail to pay ILM II Holding lease payments as
they arise under the master lease, and ILM II Holding in turn would fail to pay
the Company mortgage payments due it. However, the Company believes that given
the nature of its business, such problem would be temporary and easily
remediable with a simple accounting.

MARKET RISK

    The Company believes its market risk is immaterial.


                                      II-7
<PAGE>


                           ILM II SENIOR LIVING, INC.


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

RESULTS OF OPERATIONS

1999 COMPARED TO 1998

         Net income decreased $1,210,000, or 41.6%, to $1,697,000 for the fiscal
year ended August 31, 1999, compared to $2,907,000 for the fiscal year ended
August 31, 1998. Total revenue was $5,321,000 for fiscal year 1999, representing
an increase in revenue of $256,000, or 5.1%, compared to total revenue of
$5,065,000 for fiscal year 1998. Rental and other income increased $277,000, or
5.6%, to $5,265,000 from $4,988,000 last year, due to increased rental income
earned pursuant to the terms of the Facilities Lease Agreement. Interest income
decreased $21,000, or 27.3%, to $56,000 for the year ended August 31, 1999,
compared to $77,000 for the same period last year, primarily due to a decrease
in cash and cash equivalents throughout most of fiscal year 1999. Total expenses
increased $1,466,000, or 67.9%, to $3,624,000 for the fiscal year ended August
31, 1999, compared to $2,158,000 for the fiscal year ended August 31, 1998. This
increase in expenses is primarily attributable to increased professional fees of
$1,238,000, or 229.3%, due to increased legal, financial and advisory
professionals who were engaged to assist the Company with the proposed agreement
and plan of merger with Capital Senior Living Corporation, as discussed in Note
1 to the financial statements, and increased legal fees associated with
finalizing the construction loan facility. General and administrative expenses
increased $122,000 to $344,000, or 55.0%, for the fiscal year ended August 31,
1999, compared to $222,000 for the same period last year, due to a variety of
factors including increased Director and Officer insurance costs of $87,000;
increased printing costs of $58,000 primarily due to the potential merger
transaction with Capital Senior Living Corporation; offset by a $58,000 decrease
in postage and mailing costs and minor increases and decreases in other general
and administrative costs. Directors' compensation decreased $28,000, or 25.2%,
due to a decrease in the number of Board members.

1998 COMPARED TO 1997

         Net income increased $723,000, or 33.1%, to $2,907,000 for the fiscal
year ended August 31, 1998, compared to $2,184,000 for the fiscal year ended
August 31, 1997. Total revenue was $5,065,000 for fiscal year 1998, representing
an increase in revenue of $550,000, or 12.2%, compared to total revenue of
$4,515,000 for fiscal year 1997. Rental and other income increased $572,000, or
13.0%, to $4,988,000 from $4,416,000 last year, due to increased rental income
earned pursuant to the terms of the Facilities Lease Agreement. Interest income
decreased $22,000, or 22.2%, to $77,000 for the twelve-months ended August 31,
1998, compared to $99,000 for the same period last year, as a result of a
decrease in the average balances of cash and cash equivalents in fiscal year
1998 versus fiscal year 1997. Total expenses decreased $173,000, or 7.4%, to
$2,158,000 for the fiscal year ended August 31, 1998, compared to $2,331,000 for
the fiscal year ended August 31, 1997. This decrease in expenses was primarily
attributable to a decrease in general and administrative expenses of $341,000,
or 60.6%, due, in part, to reductions in advisory fees, reimbursable costs and
ILM II Holding restructuring costs as well as the elimination of; offset by an
increase in professional fees of $232,000, or 75.3%, associated with
restructuring advice provided by the independent investment banking firm and
increased legal fees. Directors' compensation increased $29,000, or 35.4%, as a
result of more frequent Board of Directors meetings.

INFLATION

         The Company completed its seventh 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 Company's investments in the Senior Housing
Facilities. Under the terms of the facilities lease, as discussed further above,
the Company, through its consolidated affiliate, ILM II Holding, earned
additional rental income based on increases in the gross revenues of the related
operating properties beginning in January 1997. Such gross 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.


                                      II-8
<PAGE>


                           ILM II SENIOR LIVING, INC.


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 THE COMPANY MAKES
ABSOLUTELY NO PROMISES, GUARANTEES, REPRESENTATIONS OR WARRANTIES AS TO THE
ACCURACY THEREOF.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The consolidated 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-9
<PAGE>


                           ILM II SENIOR LIVING, INC.


                                    PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         There are currently three Directors of the Company. The Directors are
subject to removal by the vote of the holders of a majority of the outstanding
shares. 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>
         Name                             Office                                   Age             Dates of Office
         ----                             ------                                   ---             ---------------
         <S>                              <C>                                     <C>              <C>
         J. William Sharman, Jr.          President and Director                  59               6/9/89** - present
         Jeffry R. Dwyer                  Secretary and Director                  53               6/9/89*  - present
         Carl J. Schramm                  Director                                53               12/5/96  - present
</TABLE>

          *  The date of incorporation of the Company.
          ** The date of incorporation of the Company as Director; July 28, 1998
             as President.

         (c)  There is no family relationship among any of the Directors or
              Officers. All of the 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:

         J. WILLIAM SHARMAN, JR. has served as a Director of the Company since
its inception in 1990 and and was appointed President, succeeding Mr. Cohen, on
July 28, 1998. Mr. Sharman is the Chairman of the Board and Chief Executive
Officer 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, Texas. Mr. Sharman
also presently serves as a President and Director of ILM I, and Director of
Lease I and Lease II. He has a Bachelor of Science degree from the University of
Notre Dame.

         JEFFRY R. DWYER has served as Secretary and a Director of the Company
since its inception in 1990. Mr. Dwyer has been a shareholder of the law firm of
Greenberg Traurig since June 1997. In May 1997, Greenberg Traurig began acting
as Counsel to the Company and its affiliates. 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 President,
Secretary and Director of Lease I and Lease II. Mr. Dwyer has written several
law review articles and a major treatise on real estate financing and has 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.


                                     III-1
<PAGE>


                           ILM II SENIOR LIVING, INC.


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


         CARL J. SCHRAMM was appointed to fill a newly created seat on the
Company's Board of Directors as of December 5, 1996. Mr. Schramm is President of
Greenspring Advisors, Inc., a consulting and investment advisory firm serving
clients in the managed care, health insurance and health information industries.
From 1993 to 1995, Mr. Schramm served as Executive Vice President of Fortis,
Inc., a diversified insurance and financial services company. From 1987 through
1992, Mr. Schramm was President of the Health Insurance Association of America,
the national trade association of commercial health underwriters. Mr. Schramm
currently serves on the boards of HCIA, Inc., the Rochdale Insurance Group,
Health Process Management and Post Acute Care, L.L.C. Mr. Schramm holds a Ph.D.
in Economics from the University of Wisconsin and received his J.D. from
Georgetown University. Mr. Schramm also presently serves as a Director of ILM I.

         (e) 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 except for the Feldman litigation
         described in Item 3.


         (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 an annual fee of $12,000 (except
for J. William Sharman, Jr., President and Director, who receives $27,000) 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 is
a shareholder of and receives compensation from 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 Companies, 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 President, Chief
Executive Officer and a Director of the Company until July 28, 1998, also
received compensation from Capital Senior Living Corporation, an affiliate of
Capital, a related party through July 28, 1998.


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


         (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.


                                     III-2
<PAGE>


                           ILM II SENIOR LIVING, INC.


ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Subject to the supervision of the Company's Board of Directors,
assistance with the management of the business of the Company was provided by
PaineWebber.

         PaineWebber received fees and compensation determined on a agreed-upon
basis, in consideration of various services performed in connection with the
sale of the shares, the management of the Company and the acquisition,
management and disposition of the Company's investments. The type of
compensation to be paid by the Company to PaineWebber under the terms of the
advisory agreement was as follows.

(i)      Under the former 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 an annual base fee and an incentive fee of
         0.25% and 0.25%, respectively, of the capital contributions of the
         Company, as defined, as compensation for such services. Incentive
         Fees are subordinated to Shareholders' receipt of distributions of
         net cash sufficient to provide a return equal to 10% per annum. For
         the years ended August 31, 1999, 1998 and 1997, PaineWebber earned
         base management fees totaling $0, $0 and $103,000, respectively.
         Payment of incentive management fees was suspended effective
         April 15, 1993 in conjunction with a reduction in the Company's
         quarterly dividend payments.

(ii)     For its services in finding and recommending investments, PaineWebber
         received mortgage placement fees equal to 2% of the capital
         contributions. Mortgage placement fees of approximately $1,000,000
         were earned by PaineWebber during the Company's investment
         acquisition period. Such fees have been capitalized and are included
         in the cost of the operating investment properties on the
         accompanying consolidated balance sheet.

(iii)    For its administrative services with respect to all loans, PaineWebber
         received loan servicing fees equal to 1% of capital contributions.
         Loan servicing fees totaling $425,141 were earned by PaineWebber
         during the Company's investment acquisition period. Such fees have
         been capitalized and are included in the cost of the operating
         investment properties on the accompanying consolidated balance sheet.

(iv)     In connection with the construction of Senior Housing Facilities,
         PaineWebber received a fee, paid directly by AHC, equal to 1% of the
         principal amount of each construction loan for administering
         construction loans made by the Company. Such fees received by
         PaineWebber totaled $431,000 during the Company's investment
         acquisition period.

(v)      Under the former advisory agreement, PaineWebber was entitled to
         receive 1% of disposition proceeds, as defined, until the
         shareholders received dividends of net cash equal to their adjusted
         capital investments, as defined, plus a 12% non-compounded annual
         return on their adjusted capital investments; all disposition
         proceeds thereafter until PaineWebber received an aggregate of 5% of
         disposition proceeds; and, thereafter, 5% of disposition proceeds.

         PaineWebber was reimbursed for their direct expenses relating to the
offering of shares, the administration of the Company and the acquisition and
operations of the Company's real estate investments. Included in general and
administrative expenses on the accompanying statements of income for the years
ended August 31, 1999, 1997 and 1996 is $0, $118,000 and $107,000, respectively,
representing reimbursements to PaineWebber for providing certain financial,
accounting and investor communication services to the Company.

         Mitchell Hutchins Institutional Investors, Inc. ("Mitchell Hutchins")
provided cash management services with respect to the Company's cash assets.
Mitchell Hutchins is a subsidiary of Mitchell Hutchins Asset Management, Inc.,
an independently operated subsidiary of PaineWebber. During fiscal 1999, 1998
and 1997, Mitchell Hutchins earned $0, $0 and $5,000 (included in general and
administrative expenses) for managing the Company's cash assets, respectively.


                                     III-3
<PAGE>


                           ILM II SENIOR LIVING, INC.


ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (CONTINUED)

         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 or Mitchell
Hutchins.

         Lease II has retained Capital to be the property manager of the Senior
Housing Facilities, and the Company has guaranteed the payment of all fees due
to Capital under the terms of the Management Agreement which commenced on July
29, 1996. Lawrence A. Cohen, who, through July 28, 1998, served as President,
Chief Executive Officer and Director of the Company and a Director of Lease II,
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. For the years ended August 31, 1999 and 1998, Capital earned
property management fees from Lease II of $980,000 and $899,000, respectively.

          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 President, Chief Executive Officer and
Director of the Company; 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 Lease I 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. As August
31, 1999, the amount advanced to Capital by Lease I and Lease II for legal fees
totaled approximately $563,000.

         On September 18, 1997, Lease II 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. The Company will
reimburse Lease II 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 $15,000
and $73,000, respectively, for managing pre-construction development activities
for potential expansions of the Senior Housing Facilities.

         Jeffry R. Dwyer, 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 $1,168,000 and $233,000, respectively.


                                     III-4
<PAGE>


                           ILM II SENIOR LIVING, INC.


                                     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)  The Company filed a Current Report on Form 8-K dated October 21, 1999
          announcing that the Company had entered into an amended and restated
          agreement and plan of merger with Capital Senior Living Corporation.

          The Company filed a Current Report on Form 8-K dated August 13, 1999
          announcing that a Stipulation of Settlement was reached in the Feldman
          litigation.

          The Company filed a Current Report on Form 8-K dated February 7, 1999
          reporting that the Company entered into an Agreement and Plan of
          Merger with Capital Senior Living Corporation.


     (c)  Exhibits:

                    See (a) (3) above.

     (d)  Financial Statement 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.


                                      IV-1
<PAGE>


                           ILM II SENIOR LIVING, INC.


                                   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 II SENIOR LIVING, INC.



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



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



By: /s/ Carl J. Schramm                 Date: November 22, 1999
    ----------------------------------        ----------------------
    Carl J. Schramm
    Director


                                      IV-2
<PAGE>


                           ILM II SENIOR LIVING, INC.


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

                           ILM II SENIOR LIVING, INC.


                                INDEX TO EXHIBITS

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

<S>                           <C>                                           <C>
(3) and (4)                   Prospectus of the Registrant dated            Filed with the Commission  pursuant to
                              August 8, 1990, as supplemented, with         Rule  424(c) and  incorporated  herein
                              particular reference to the Restated          by reference.
                              Certificate and Agreement of Limited
                              Partnership.

(10)                          Material contracts previously filed as        Filed with the Commission  pursuant to
                              exhibits to registration statements and       Section 13 or 15(d) of the  Securities
                              amendments thereto of the registrant          Exchange Act of 1934 and  incorporated
                              together with all such contracts filed        herein by reference.
                              as exhibits of previously filed Forms
                              8-K and Forms 10-K are hereby
                              incorporated herein by reference.

                              Contracts regarding retention by ILM II       Filed as Exhibits 1 and 2 to the
                              Lease Corporation of Capital Senior           Current Report on Form 8-K dated
                              Management 2, Inc., as property manager.      July 18, 1996 and incorporated herein
                                                                            by reference.

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

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


                                      IV-3
<PAGE>

                           ILM II SENIOR LIVING, INC.


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

                           ILM II SENIOR LIVING, INC.

         INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES


<TABLE>
<CAPTION>
ILM II SENIOR LIVING, INC.:                                                                     REFERENCE

<S>  <C>                                                                                             <C>
     Report of Independent Auditors                                                                  F-2

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

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

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

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

     Notes to Consolidated Financial Statements                                                      F-7

SCHEDULE:

     Schedule III - Real Estate and Accumulated Depreciation                                        F-21
</TABLE>

         Other 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 consolidated
financial statements, including the notes thereto.


                                      F-1
<PAGE>


                           ILM II SENIOR LIVING, INC.


                REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

The Shareholders of
ILM II Senior Living, Inc.

         We have audited the accompanying consolidated balance sheets of ILM II
Senior Living, Inc. and subsidiary, as of August 31, 1999 and 1998, and the
related consolidated statements of income, changes in shareholders' equity, and
cash flows for each of the three years in the period ended August 31, 1999. Our
audits also included the financial statement schedule listed in the Index at
Item 14(a). These financial statements and schedule are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements and schedule 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 consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
ILM II Senior Living, Inc. and subsidiary, at August 31, 1999 and 1998, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended August 31, 1999, in conformity with generally
accepted accounting principles. Also, in our opinion, the related financial
statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.



                                                            ERNST & YOUNG LLP





Dallas, Texas
October 22, 1999
except for Note 5, as to which the date is
November 5, 1999


                                      F-2
<PAGE>


                           ILM II SENIOR LIVING, INC.



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

<TABLE>
<CAPTION>
                                                     ASSETS

                                                                                         1999                    1998
                                                                                      ------------           -----------
Operating investment properties, at cost:

<S>                                                                                   <C>                     <C>
   Land                                                                               $   5,664               $   5,518
   Building and improvements                                                             27,957                  27,726
   Furniture, fixtures and equipment                                                      3,815                   3,815
                                                                                      ---------              ----------
                                                                                         37,436                  37,059
   Less: accumulated depreciation                                                        (8,834)                 (7,599)
                                                                                         28,602                  29,460

Mortgage placement fees                                                                   1,425                   1,425
Less:  accumulated amortization                                                          (1,108)                   (966)
                                                                                      ---------              ----------
                                                                                            317                     459

Loan origination fees                                                                       144                      72
Less:  accumulated amortization                                                             (42)                      -
                                                                                      ---------              ----------
                                                                                            102                      72

Cash and cash equivalents                                                                 1,913                   1,896
Accounts receivable - related party                                                         337                     273
Prepaid expenses and other assets                                                            68                     154
Deferred rent receivable                                                                     37                      69
                                                                                      ---------              ----------
                                                                                       $ 31,376               $  32,383
                                                                                       ========               =========
</TABLE>


<TABLE>
<CAPTION>
                                      LIABILITIES AND SHAREHOLDERS' EQUITY

<S>                                                                                   <C>                      <C>
Accounts payable and accrued expenses                                                 $     219                $    171
Accounts payable - related party                                                            527                      49
Construction loan payable                                                                 1,165                       -
Preferred shareholders'
   minority interest in consolidated subsidiary                                             134                     125
                                                                                     ----------               ---------
               Total liabilities                                                          2,045                     345

Commitments and contingencies

Shareholders' equity:
   Common stock, $0.01 par value, 12,500,000 shares authorized,
     5,181,236 shares issued and outstanding                                                 52                      52
   Additional paid-in capital                                                            44,823                  44,823
   Accumulated deficit                                                                  (15,544)                (12,837)
                                                                                       --------                --------
         Total shareholders' equity                                                      29,331                  32,038
                                                                                       --------                --------
                                                                                       $ 31,376                $ 32,383
                                                                                       ========                ========
</TABLE>

                                            See accompanying notes.


                                      F-3
<PAGE>

                           ILM II SENIOR LIVING, INC.

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


<TABLE>
<CAPTION>
                                                                        1999              1998                1997
                                                                      ----------        ----------          ----------

<S>                                                                   <C>               <C>                 <C>
REVENUES:
   Rental and other income                                               $5,265            $4,988              $4,416
   Interest income                                                           56                77                  99
                                                                      ---------         ---------           ---------
                                                                          5,321             5,065               4,515

EXPENSES:
   Depreciation expense                                                   1,235             1,142               1,132
   Amortization expense                                                     184               143                 143
   Management fees                                                                                                103
                                                                              -                 -
   General and administrative                                               344               222                 563
   Professional fees                                                      1,778               540                 308
   Director compensation                                                     83               111                  82
                                                                      ---------         ---------           ---------
                                                                          3,624             2,158               2,331
                                                                      ---------         ---------           ---------


NET INCOME                                                               $1,697            $2,907              $2,184
                                                                         ======            ======              ======

Earnings per share of common stock                                       $ 0.32             $0.56               $0.42
                                                                         ======             =====               =====

Cash dividends paid per share of common stock                            $ 0.85             $0.73               $0.61
                                                                         ======             =====               =====
</TABLE>


     The above earnings and cash dividends paid per share of common stock are
based upon the 5,181,236 shares outstanding during the year.





                             See accompanying notes.


                                      F-4
<PAGE>


                           ILM II SENIOR LIVING, INC.


           CONSOLIDATED 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
                                        ------------------------           PAID-IN            ACCUMULATED
                                        SHARES            AMOUNT           CAPITAL              DEFICIT              TOTAL
                                        ------            ------          -----------         -----------            -----

<S>                                   <C>              <C>                <C>                 <C>                 <C>
SHAREHOLDERS' EQUITY AT
AUGUST 31, 1996                         5,181,236            $52            $44,823             $(10,999)           $33,876

Cash dividends paid                             -              -                  -               (3,173)            (3,173)

Net income                                      -              -                  -                2,184              2,184
                                      -----------      ---------          ---------           ----------          ---------

SHAREHOLDERS' EQUITY AT
AUGUST 31, 1997                         5,181,236             52             44,823              (11,988)            32,887

Cash dividends paid                             -              -                  -               (3,756)            (3,756)

Net income                                      -              -                  -                2,907              2,907
                                      -----------       --------          ---------           ----------          ---------

SHAREHOLDERS' EQUITY AT
AUGUST 31, 1998                         5,181,236             52             44,823              (12,837)            32,038

Cash dividends paid                             -              -                  -               (4,404)            (4,404)

Net income                                      -              -                  -                1,697              1,697
                                      -----------       --------          ---------           ----------          ---------

SHAREHOLDERS' EQUITY AT
AUGUST 31, 1999                         5,181,236            $52            $44,823             $(15,544)           $29,331
                                      ===========       ========          =========           ==========          =========
</TABLE>



                             See accompanying notes.


                                      F-5
<PAGE>


                           ILM II SENIOR LIVING, INC.


                    CONSOLIDATED 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                                                    $ 1,697           $ 2,907          $ 2,184
   Adjustments to reconcile net income to net cash provided
     by operating activities:
       Depreciation and amortization                               1,419             1,285            1,275
       Charitable contribution of subsidiary's
         preferred stock and accrued dividends                         9                 9              116
       Changes in assets and liabilities:
         Interest and other receivables                                -                 -              178
         Accounts receivable - related party                         (64)             (122)              74
         Prepaid expenses and other assets                            86               (77)             (68)
         Deferred rent receivable                                     32                31               31
         Accounts payable - related party                            478              (205)             173
         Accounts payable and accrued expenses                        48                73               82
                                                                --------        ----------       ----------

              Net cash provided by operating activities            3,705             3,901            4,045
                                                                --------        ----------       ----------

Cash flows (used in) provided by investing activities:
   ILM II Holding acquired cash balance                                -                 -              245
   Additions to operating investment properties                     (377)             (538)            (205)
                                                                ---------       -----------      -----------
              Net cash (used in) provided by investing
                activities                                          (377)             (538)              40
                                                                ---------       -----------      ----------

Cash flows used in financing activities:
   Loan origination fees paid                                        (72)              (72)               -
   Proceeds from construction loan facility                        1,165                 -                -
   Cash dividends paid to shareholders                            (4,404)           (3,756)          (3,173)
                                                                ---------       -----------      -----------
              Net cash used in financing activities               (3,311)           (3,828)          (3,173)
                                                                ---------       -----------      -----------

Net increase (decrease) in cash and cash equivalents                  17              (465)             912

Cash and cash equivalents, beginning of year                       1,896             2,361            1,449
                                                                --------        ----------       ----------

Cash and cash equivalents, end of year                           $ 1,913           $ 1,896          $ 2,361
                                                                ========        ==========       ==========

Cash paid for state income taxes                               $      42        $        4       $        -
                                                               =========        ==========       ==========

Cash paid for interest                                         $      11        $        -       $        -
                                                               =========        ==========       ==========
</TABLE>

                             See accompanying notes.


                                      F-6
<PAGE>


                           ILM II SENIOR LIVING, INC.
                          Notes to Financial Statements


1.       NATURE OF OPERATIONS, RESTRUCTURING, AND BASIS OF PRESENTATION

         ILM II Senior Living, Inc. (the "Company), formerly PaineWebber
     Independent Mortgage Fund, Inc. II, was organized as a corporation on
     February 5, 1990 under the laws of the State of Virginia. On September 12,
     1990, the Company commenced a public offering of up to 10,000,000 shares of
     its common stock at $10 per share, pursuant to the final prospectus, as
     amended, incorporated into a Registration Statement filed on Form S-11
     under the Securities Act of 1933 (Registration Statement No. 33-33857),
     (the "Prospectus"). The public offering terminated on May 10, 1991 with a
     total of 5,181,236 shares issued. The Company received capital
     contributions of $51,812,356, of which $200,000 represented the sale of
     20,000 shares to an affiliate at that time, PaineWebber Group, Inc.
     ("PaineWebber"). For discussion purposes, PaineWebber will refer to
     PaineWebber Group, Inc. and all affiliates that provided services to the
     Company in the past.

         The Company has elected to qualify and be taxed as a Real Estate
     Investment Trust ("REIT") under the Internal Revenue Code of 1986, as
     amended, for each taxable year of operations (see Note 2).

         The Company originally invested the net proceeds of the initial public
     offering in six participating mortgage loans secured by senior housing
     facilities ("Senior Housing Facilities") located in five states. All of the
     loans made by the Company were originally to Angeles Housing Concepts, Inc.
     ("AHC"), a company specializing in the development, acquisition and
     operation of senior housing facilities and guaranteed by AHC's corporate
     parent, Angeles Corporation ("Angeles").

         During the quarter ended February 28, 1993, Angeles announced that it
     was experiencing liquidity problems that resulted in the inability to meet
     its obligations. Subsequent to such announcements, AHC defaulted on the
     regularly scheduled mortgage loan payments due to the Company on March 1,
     1993. Subsequent to March 1993, payments toward the debt service owed on
     the Company's loans were limited to the net cash flow of the operating
     investment properties. On May 3, 1993, Angeles filed for reorganization
     under a Chapter 11 Federal Bankruptcy petition filed in the state of
     California. AHC did not file for reorganization. The Company retained
     special counsel and held extensive discussions with AHC concerning the
     default status of its loans. During the fourth quarter of fiscal 1993, a
     non-binding Settlement Agreement between the Company, AHC and Angeles was
     reached whereby ownership of the Senior Housing Facilities would be
     transferred from AHC to the Company or its designated affiliates. Under the
     terms of the Settlement Agreement, the Company would release AHC and
     Angeles from certain obligations under the loans. On April 27, 1994, each
     of the Senior Housing Facilities owned by AHC and securing the loans was
     transferred (collectively, "the Transfers") to newly-created special
     purpose corporations affiliated with the Company (collectively, "the
     Property Companies"). The Transfers had an effective date of April 1, 1994
     and were made pursuant to the Settlement Agreement entered into on February
     17, 1994 ("the Settlement Agreement") between the Company and AHC which had
     previously been approved by the bankruptcy court handling the bankruptcy
     case of Angeles. All of the capital stock of each Property Company was held
     by ILM II Holding, Inc. ("ILM II Holding"), a Virginia corporation. In
     August 1995, each of the Property Companies merged into ILM II Holding
     which is now a subsidiary of the Company. As a result, ownership of the
     Senior Housing Facilities is now held by ILM II Holding, and the Property
     Companies no longer exist as separate legal entities.

          ILM II Holding now holds title to the six Senior Housing Facilities
     which comprise the balance of operating investment properties on the
     accompanying consolidated balance sheets, subject to certain mortgage loans
     payable to the Company. Such mortgage loans and the related interest
     expense are eliminated in the consolidation of the financial statements of
     the Company. The capital stock of ILM II Holding was originally owned by
     the Company and PaineWebber. ILM II Holding had issued 100 shares of Series
     A Preferred Stock to the Company in return for a capital contribution in
     the amount of $495,000 and had issued 10,000 shares of common stock to
     PaineWebber in return for a capital contribution in the amount of $5,000.
     The common stock represented approximately 99 percent of the voting power
     and 1 percent of the economic interest in ILM II Holding, while the
     preferred stock represented approximately 1 percent of the voting power and
     99 percent of the economic interest in ILM II Holding.


                                      F-7
<PAGE>


                           ILM II SENIOR LIVING, INC.
                    Notes to Financial Statements (continued)


1.       NATURE OF OPERATIONS, RESTRUCTURING, AND BASIS OF PRESENTATION
     (CONTINUED)

              The Company completed its restructuring plans by converting ILM II
     Holding to a REIT for tax purposes. In connection with these plans, on
     November 21, 1996, the Company requested that PaineWebber sell all of the
     stock held in ILM II Holding to the Company for a price equal to the fair
     market value of the 1% economic interest in ILM II Holding represented by
     the common stock. On January 10, 1997, this transfer of the common stock of
     ILM II Holding was completed at an agreed upon fair value of $40,000,
     representing a $35,000 increase in fair value. This increase in fair value
     is based on the increase in values of the Senior Housing Facilities which
     occurred between April 1994 and January 1996, as supported by independent
     appraisals.

         With this transfer completed, effective January 23, 1997, ILM II
     Holding recapitalized its common stock and preferred stock by replacing the
     outstanding shares with 50,000 shares of new common stock and 275 shares of
     a new class of nonvoting, 8% cumulative preferred stock issued to the
     Company (the "Preferred Stock"). The number of authorized shares of
     preferred and common stock in ILM II Holding were also increased as part of
     the recapitalization. Following the recapitalization, the Company made
     charitable gifts of one share of the Preferred Stock in ILM II Holding to
     each of 111 charitable organizations so that ILM II Holding would meet the
     stock ownership requirements of a REIT as of January 30, 1997. The
     Preferred Stock has a liquidation preference of $1,000 per share plus any
     accrued and unpaid dividends. Dividends on the Preferred Stock will accrue
     at a rate of 8% per annum on the original $1,000 liquidation preference and
     will be cumulative from the date of issuance. Since ILM II Holding is not
     expected to have sufficient cash flow in the foreseeable future to make the
     required dividend payments, it is anticipated that dividends will accrue
     and be paid at liquidation. The Company recorded the contribution of the
     Preferred Stock in ILM II Holding to the charitable organizations at the
     amount of the initial liquidation preference of $111,000. Such amount is
     included in general and administrative expense on the accompanying income
     statement for the year ended August 31, 1997. Cumulative dividends accrued
     as of August 31, 1999 and 1998, on the preferred stock in ILM II Holding
     totaled approximately $23,000 and $14,000, respectively.


         As part of the fiscal 1994 Settlement Agreement with AHC, ILM II
     Holding retained AHC as the property manager for all of the Senior Housing
     Facilities pursuant to the terms of a management agreement. As discussed
     further in Note 5, the management agreement with AHC was terminated in July
     1996. Subsequent to the effective date of the Settlement Agreement with
     AHC, management investigated and evaluated the available options for
     structuring the ownership of the properties in order to maximize the
     potential returns to the existing shareholders while maintaining the
     Company's qualification as a REIT under the Internal Revenue Code (see Note
     2). As discussed further in Note 4, on September 12, 1994, the Company
     formed a new subsidiary, ILM II Lease Corporation ("Lease II"), for the
     purpose of operating the Senior Housing Facilities. On September 1, 1995,
     after the Company received the required regulatory approval, the Company
     distributed all of the shares of capital stock of Lease II to the holders
     of record of the Company's common stock. The Senior Housing Facilities were
     leased to Lease II effective September 1, 1995 (see Note 4 for a
     description of the Facilities Lease Agreement). Lease II is a public
     company subject to the reporting obligations of the Securities and Exchange
     Commission.


                                      F-8
<PAGE>


                           ILM II SENIOR LIVING, INC.
                    Notes to Financial Statements (continued)


1.       NATURE OF OPERATIONS, RESTRUCTURING, AND BASIS OF PRESENTATION
     (CONTINUED)



         On February 7, 1999, the Company entered into an agreement and plan of
     merger, which was amended and restated on October 19, 1999, with Capital
     Senior Living Corporation, the corporate parent of Capital, and certain
     affiliates of Capital. If the merger is consummated, the Shareholders of
     the Company will receive all-cash merger consideration of approximately
     $14.47 per share. Consummation of this transaction will require, among
     other things, the affirmative vote of the holders of not less than 66-2/3%
     of the Company's outstanding common stock. 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, the Company has agreed
     to cause ILM II Holding to cancel and terminate the Facilities Lease
     Agreement with Lease II immediately prior to the effective time of the
     merger. As noted above, the Facilities Lease Agreement, which is scheduled
     to expire on December 31, 2000, may be terminated earlier at the election
     of the Lessor in connection with the sale by the Lessor of the Senior
     Housing Facilities to a non-affiliated third party. There can be no
     assurance as to whether the merger will be consummated or, if consummated,
     as to the timing thereof.





                                      F-9
<PAGE>


                           ILM II SENIOR LIVING, INC.
                    Notes to Financial Statements (continued)


2.   USE OF ESTIMATES AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


         The accompanying consolidated financial statements have been prepared
     on the accrual basis of accounting in accordance with generally accepted
     accounting principles which requires 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 each of the three years in the period
     ended August 31, 1999. Actual results could differ from the estimates and
     assumptions used.

         The Company's significant accounting policies are summarized as
     follows:

A.   BASIS OF PRESENTATION

     The operating cycle in the real estate industry is longer than one year and
     the distinction between current and non-current is of little relevance.
     Accordingly, the accompanying consolidated balance sheets are presented in
     an unclassified format.

     Effective January 10, 1997, the Company purchased the remaining common
     shares held by PaineWebber of ILM II Holding which provided the Company
     with 100% majority voting control, for $40,000 which is included in general
     and administrative expense for the year ended August 31, 1997.

     The accompanying financial statements include the financial statements of
     the Company and ILM II Holding. The results of operations of ILM II Holding
     have been included in the consolidated results of operations of the Company
     since September 1, 1996. All intercompany balances and transactions have
     been eliminated in consolidation.


B.   INCOME TAXES

     The Company has elected to qualify and to be taxed as a REIT under the
     Internal Revenue Code of 1986, as amended, for each taxable year of
     operations. As a REIT, the Company is allowed a deduction for the amount of
     dividends paid to its shareholders, thereby effectively subjecting the
     distributed net taxable income of the Company to taxation at the
     shareholder level only, provided it distributes at least 95% of its taxable
     income and meets certain other requirements for qualifying as a real estate
     investment trust. In connection with the settlement agreement described in
     Note 1, the Company, through ILM II Holding, obtained title to the Senior
     Housing Facilities securing its mortgage loan investments. To retain REIT
     status, the Company must ensure that 75% of its annual gross income is
     received from qualified sources. Under the original investment structure,
     interest income from the Company's mortgage loans was a qualified source.
     The Senior Housing Facilities that are now owned by a subsidiary of the
     Company provide residents with more services, such as meals, activities,
     assisted living, etc., than are customary for ordinary residential
     apartment properties. As a result, a significant portion of the rents paid
     by the residents includes income for the increased level of services
     received by them. Consequently, the rents paid by the residents likely
     would not be qualified rents for REIT qualification purposes if received
     directly by the Company. Therefore, if the Company received such rents
     directly, it could lose REIT status and be taxed as a regular corporation.
     After extensive review, the Board of Directors determined that it would be
     in the best interests of the Shareholders for the Company to retain REIT
     status and facilities lease the properties to a shareholder-owned operating
     company. As discussed further in Note 4, on September 12, 1994 the Company
     formed a new subsidiary, Lease II, for the purpose of operating the Senior
     Housing Facilities. The Senior Housing Facilities were leased to Lease II
     effective September 1, 1995 (see Note 4 for a description of the Facilities
     Lease Agreement).


                                      F-10
<PAGE>


                           ILM II SENIOR LIVING, INC.
                    Notes to Financial Statements (continued)


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


     The assumption of ownership of the Senior Housing Facilities through ILM II
     Holding, which was organized as a so-called "C" corporation for tax
     purposes, has resulted in a possible future tax liability which would be
     payable upon the ultimate sale of the Senior Housing Facilities (the
     "built-in gain tax"). The amount of such tax would be calculated based on
     the lesser of the total net gain realized from the sale transaction or the
     portion of the net gain realized upon a final sale which is attributable to
     the period during which the Senior Housing Facilities were held by a C
     corporation. The Company completed its restructuring plans by converting
     ILM II Holding to a REIT for tax purposes effective for calendar year 1996.

     Any future appreciation in the value of the Senior Housing Facilities
     subsequent to the conversion of ILM II Holding to a REIT would not be
     subject to the built-in gain tax. The built-in gain tax would most likely
     not be incurred if the properties were to be held for a period of at least
     10 years from the date of the conversion of ILM II Holding to a REIT.
     However, since the end of the Company's original anticipated holding period
     as defined in the Articles of Incorporation is December 31, 2001, the
     Senior Housing Facilities might not be held for an additional 10 years.
     Based on management's estimate of the increase in the values of the Senior
     Housing Facilities which occurred between April 1994 and January 1996, as
     supported by independent appraisals, a sale of the Senior Housing
     Facilities within ten years of the date of the conversion of ILM II Holding
     to a REIT could result in a built-in gain tax of as much as $2.3 million,
     which could be reduced by approximately $1.4 million using available net
     operating loss carryforwards of ILM II Holding of approximately $4.2
     million.

     The Company's consolidated subsidiary, ILM II Holding, has incurred losses
     for tax purposes since inception. Neither the Company nor ILM II Holding is
     likely to be able to use these losses to offset future tax liabilities
     other than the built-in gain tax above. Accordingly, no income tax benefit
     is reflected in these consolidated financial statements.

     The Company reports on a calendar year basis for income tax purposes. All
     distributions during calendar years 1999, 1998 and 1997 were ordinary
     taxable dividends.

C.   CASH AND CASH EQUIVALENTS

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

D.   OPERATING INVESTMENT PROPERTIES

     Operating investment properties are carried at the lower of cost, reduced
     by accumulated depreciation, or net realizable value. The net realizable
     value of a property held for long-term investment purposes is measured by
     the recoverability of the owner's investment through expected future cash
     flows on an undiscounted basis, which may exceed the property's current
     market value. The net realizable value of a property held for sale
     approximates its current market value, as determined on a discounted basis.
     None of the operating investment properties were held for sale as of August
     31, 1999 or 1998. Depreciation expense is provided on a straight-line basis
     using an estimated useful life of 40 years for the buildings and
     improvements and five years for the furniture, fixtures and equipment.


                                      F-11
<PAGE>


                           ILM II SENIOR LIVING, INC.
                    Notes to Financial Statements (continued)


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

     The Company reviews the carrying value of a long-lived asset if facts and
     circumstances suggest that it may be impaired or that the amortization
     period may need to be changed. The Company considers external factors
     relating to the long-lived asset, including occupancy trends, local market
     developments, changes in payments, and other publicly available
     information. If these external factors indicate the long-lived asset will
     not be recoverable, based upon undiscounted cash flows of the long-lived
     asset over its remaining life, the carrying value of the long-lived asset
     will be reduced by the estimated shortfall of discounted cash flows. The
     Company does not believe there are any indicators that would require an
     adjustment to the carrying value of its long-lived assets or their
     remaining useful lives as of August 31, 1999.

     Mortgage placement fees at August 31, 1999 of $1,425,000 were incurred by
     the Company and these fees are included in the accompanying consolidated
     balance sheets. Accumulated amortization of mortgage placement fees at
     August 31, 1999 and 1998 was $1,108,000 and $966,000, respectively. At
     August 31, 1999 and 1998, loan origination fees of $144,000 and $72,000
     relating to the construction loan facility (see Note 6) are included on the
     accompanying consolidated balance sheet. These fees are being amortized to
     expense on a straight-line basis over the term of the loan. Accumulated
     amortization at August 31, 1999 and 1998 was $42,000 and $0, respectively.
     Capitalized interest at August 31, 1999 and 1998 was $17,000 and $0,
     respectively.

E.   RENTAL REVENUES

     In fiscal years 1999 and 1998, rental revenues consist of payments due from
     Lease II under the terms of the Facilities Lease Agreement described in
     Note 4. Base rental income under the facilities lease is recognized on a
     straight-line basis over the term of the lease. Deferred rent receivable on
     the balance sheet as of August 31, 1999 and 1998 represents the difference
     between rental income on a straight-line basis and rental income received
     under the terms of the facilities lease.

F.   FAIR VALUE DISCLOSURES

     FASB Statement No. 107, "Disclosures about Fair Value of Financial
     Instruments" ("SFAS 107"), requires disclosure of fair value information
     about financial instruments, whether or not recognized in the balance
     sheet, for which it is practicable to estimate that value. In cases where
     quoted market prices are not available, fair values are based on estimates
     using present value or other valuation techniques. SFAS 107 excludes
     certain financial instruments and all nonfinancial instruments from its
     disclosure requirements. Accordingly, the aggregate fair value amounts
     presented do not represent the underlying value of the Company.

     The following methods and assumptions were used by the Company in
     estimating its fair value disclosures for financial instruments:

     CASH AND CASH EQUIVALENTS: The carrying amount reported on the balance
     sheet for cash and cash equivalents approximates its fair value due to the
     short-term maturities of such instruments.

     ACCOUNTS RECEIVABLE - RELATED PARTY: The carrying amount reported on the
     balance sheet for accounts receivable - related party approximates its fair
     value due to the short-term maturity of such instrument.


                                      F-12
<PAGE>

                           ILM II SENIOR LIVING, INC.
                    Notes to Financial Statements (continued)


3.   RELATED PARTY TRANSACTIONS

         Subject to the supervision of the Company's Board of Directors,
     assistance in managing the business of the Company was provided by
     PaineWebber. As previously discussed in Note 1, PaineWebber resigned
     effective as of June 18, 1997.

         PaineWebber and its affiliates received fees and compensation
     determined on an agreed-upon basis, in consideration of various services
     performed in connection with the sale of the shares, the management of the
     Company and the acquisition, management and disposition of the Company's
     investments. The type of compensation to be paid by the Company to
     PaineWebber under the terms of the advisory agreement was as follows.

     (i)   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 an annual base fee and an incentive fee of 0.25% and 0.25%,
           respectively, of the capital contributions of the Company, as
           defined, as compensation for such services. Incentive fees are
           subordinated to shareholders' receipt of distributions of net cash
           sufficient to provide a return equal to 10% per annum. For the
           years ended August 31, 1999, 1998 and 1997, PaineWebber earned
           base management fees totaling $0, $0 and $103,000, respectively.
           Payment of incentive management fees was suspended effective
           April 15, 1993 in conjunction with a reduction in the Company's
           quarterly dividend payments.

     (ii)  For its services in finding and recommending investments, PaineWebber
           received mortgage placement fees equal to 2% of the capital
           contributions. Mortgage placement fees of approximately $1,000,000
           were earned by PaineWebber during the Company's investment
           acquisition period. Such fees have been capitalized and are included
           in the cost of the operating investment properties on the
           accompanying consolidated balance sheets.

     (iii) For its administrative services with respect to all loans,
           PaineWebber received loan servicing fees equal to 1% of the loan
           amounts. Loan servicing fees totaling $425,000 were earned by
           PaineWebber during the Company's investment due diligence period.
           Such fees have been capitalized and are included in the cost of the
           operating investment properties on the accompanying consolidated
           balance sheets.

     (iv)  PaineWebber was entitled to receive 1% of disposition proceeds, as
           defined, until the shareholders have received dividends of net cash
           equal to their adjusted capital investments, as defined, plus a 12%
           non-compounded annual return on their adjusted capital investments;
           all disposition proceeds thereafter until PaineWebber has received an
           aggregate of 5% of disposition proceeds; and, thereafter, 5% of
           disposition proceeds.

         PaineWebber was reimbursed for its direct expenses relating to the
     offering of shares, the administration of the Company and the acquisition
     and operations of the Company's real estate investments. Included in
     general and administrative expenses on the accompanying statements of
     income for the years ended August 31, 1999, 1998 and 1997 is $0, $0 and
     $118,000, respectively, representing reimbursements to PaineWebber for
     providing certain financial, accounting and investor communication services
     to the Company.

         Mitchell Hutchins Institutional Investors, Inc. ("Mitchell Hutchins")
     provided cash management services with respect to the Company's cash
     assets. Mitchell Hutchins is a subsidiary of Mitchell Hutchins Asset
     Management, Inc., an independently operated subsidiary of PaineWebber.
     During fiscal years 1999, 1998 and 1997, Mitchell Hutchins earned $0, $0
     and $5,000 (included in general and administrative expenses) for managing
     the Company's cash assets, respectively.


                                      F-13
<PAGE>


                           ILM II SENIOR LIVING, INC.
                    Notes to Financial Statements (continued)


3.   RELATED PARTY TRANSACTIONS (CONTINUED)

         Lease II has retained Capital to be the property manager of the Senior
     Housing Facilities and the Company has guaranteed the payment of all fees
     due to Capital pursuant to a Management Agreement which commenced on July
     29, 1996. Lawrence A. Cohen, who, through July 28, 1998, served as
     President, Chief Executive Officer and Director of the Company and a
     Director of Lease II, 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. As a result, through July 28, 1998, Capital was considered a
     related party. For the years ended August 31, 1999 and 1998, Capital earned
     property management fees from Lease II of $980,000 and $899,000,
     respectively.

         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 President, Chief Executive Officer,
     and Director of the Company; 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
     Lease I 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. As of August
     31, 1999, the amount advanced to Capital by Lease I and Lease II for legal
     fees totaled approximately $563,000.

         On September 18, 1997, Lease II 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. The Company will reimburse Lease II 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 $15,000 and $73,000, respectively, for
     managing pre-construction development activities for potential expansions
     of the Senior Housing Facilities.

         Jeffry R. Dwyer, 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 received fees from the Company of $1,168,000 and
      $224,000, respectively.

         Accounts receivable - related party at August 31, 1999 and 1998
      represents amounts due from an affiliated company, Lease II, for variable
      rent. Accounts payable - related party at August 31, 1999, includes
      $50,000 of expense reimbursements payable to Lease II; $194,000 in
      variable rent received from Lease II in advance; and $283,000 in unbilled
      legal fees due to Greenberg Traurig, Counsel to the Company and its
      affiliates and a related party, as described above. Accounts payable -
      related party at August 31, 1998 includes $49,000 in unbilled legal fees
      that were due to Greenberg Traurig and subsequently paid during fiscal
      year 1999.


                                      F-14
<PAGE>


                           ILM II SENIOR LIVING, INC.
                    Notes to Financial Statements (continued)


4.    OPERATING INVESTMENT PROPERTIES SUBJECT TO FACILITIES LEASE

           As of August 31, 1999, the Company, through its consolidated
     affiliate, owned six Senior Housing Facilities. The name, location and size
     of the properties and the date that the Company made its initial investment
     in such assets are as set forth below:

<TABLE>
<CAPTION>
                                                                                           Year
                                                            Rentable      Resident       Facility   Date of
     Name                         Location                  Units (3)    Capacities(3)     Built    Investment (1)
     ----                         --------                  ---------    -------------     -----    --------------

     <S>                          <C>                          <C>            <C>           <C>         <C>
     The Palms                    Fort Myers, FL               205            255           205         7/18/90

     Crown Villa                  Omaha, NE                     73            73            73          4/25/91

     Overland Park Place          Overland Park, KS            141            153           141          4/9/92

     Rio Las Palmas               Stockton, CA                 164            190           164         5/14/92

     The Villa at Riverwood       St. Louis County, MO         120            140           120         5/29/92

     Villa Santa Barbara (2)      Santa Barbara, CA            125            125           125         7/13/92
</TABLE>

(1)     Represents the date of the Company's  original  mortgage loan to Angeles
        Housing Concepts, Inc. (see Note 1).

(2)     The acquisition of the Santa Barbara Facility was financed  jointly by
        the Company and an affiliated entity, ILM I. All amounts generated from
        the operations of Villa Santa Barbara are equitably apportioned between
        the Company, together with its consolidated subsidiary, and ILM I,
        together with its consolidated subsidiary, generally 75% and 25%,
        respectively. The financial position, results of operations and cash
        flows  presented in these  consolidated  financial  statements  include
        only the 75% allocable portion of the Company's interest in the Santa
        Barbara Facility. Villa Santa Barbara is owned 75% by ILM II Holding and
        25% by ILM Holding, Inc. as tenants in common.

(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 cost basis of the operating investment properties reflects amounts
    funded under the Company's participating mortgage loans less certain
    guaranty payments received from AHC in excess of the net cash flow of the
    Senior Housing Facilities under the terms of the Exclusivity Agreement with
    the Company. The transfer of ownership of the Senior Housing Facilities from
    AHC in fiscal 1994 resulted in no gain or loss recognition by the Company
    for financial reporting purposes. In accordance with generally accepted
    accounting principles, the Company had always accounted for its investments
    in acquisition and construction loans under the equity method, as if such
    investments were equity interests in a joint venture. Accordingly, the
    carrying values of such investments were reduced from inception by non-cash
    depreciation charges and by payments from AHC, prior to the default in
    fiscal 1993, in excess of the net cash flow generated by the Senior Housing
    Facilities received pursuant to the guaranty agreement between the Company
    and AHC. As a result of this accounting treatment, the carrying values of
    the Company's investments had been reduced below management's estimate of
    the fair market value of the Senior Housing Facilities as of the effective
    date of the transfer of ownership. For federal income tax purposes, the
    investments had always been carried at the contractually stated principal
    balances of the participating mortgage loans. For tax purposes only, a loss
    was recognized by the Company in 1994 in the


                                      F-15
<PAGE>


                           ILM II SENIOR LIVING, INC.
                    Notes to Financial Statements (continued)


4.  OPERATING INVESTMENT PROPERTIES SUBJECT TO FACILITIES LEASE (CONTINUED)

    amount by which the stated principal balances of the loans were reduced as
    of the date of the transfer of ownership.

           As discussed in Note 1, effective April 1, 1994 each Property Company
     acquired the respective operating property subject to, and assumed the
     obligations, under the mortgage loan payable to the Company, pursuant to
     the Settlement Agreement with AHC. The principal balance on each loan was
     modified to reflect the estimated fair value of the related operating
     property as of the date of the transfer of ownership. The modified loans
     require interest-only payments on a monthly basis at a rate of 7% from
     April 1, 1994 through December 1, 1994, 9% for the period January 1 through
     December 31, 1995, 11% for the period January 1 through December 31, 1996,
     12% for the period January 1 through December 31, 1997, 13% for the period
     January 1 through December 31, 1998, 13.5% for the period January 1, 1999
     through December 31, 1999 and 14% for the period January 1, 2000 through
     maturity. In August 1995, each of the Property Companies was merged into
     ILM II Holding. As a result, ownership of the Senior Housing Facilities, as
     well as the obligation under the loans, is now held by ILM II Holding, and
     the Property Companies no longer exist as separate legal entities. Since
     ILM II Holding is consolidated with the Company in the accompanying
     financial statements for fiscal 1999 and 1998, the mortgage loans and
     related interest expense have been eliminated in consolidation.

            Subsequent to the effective date of the Settlement Agreement with
     AHC, in order to maximize the potential returns to the existing
     shareholders while maintaining the Company's qualification as a REIT under
     the Internal Revenue Code, the Company formed a new corporation, Lease II,
     for the purpose of operating the Senior Housing Facilities under the terms
     of a Facilities Lease Agreement. As of August 31, 1995, Lease II, which is
     taxable as a so-called `C" corporation and not as a REIT, was a
     wholly-owned subsidiary of the Company. On September 1, 1995, after the
     Company received the required regulatory approval, it distributed all of
     the shares of capital stock of Lease II to the holders of record of the
     Company's common stock. One share of common stock of Lease II was issued
     for each full share of the Company's common stock held. Prior to the
     distribution, the Company capitalized Lease II with $500,000 from its
     existing cash reserves, which was an amount estimated to provide Lease II
     with necessary working capital.

         The Facilities Lease Agreement is between the Company's consolidated
     subsidiary, ILM II Holding, as owner of the Senior Housing Facilities and
     Lessor, and Lease II as Lessee. The Lessor has the right to terminate the
     Facilities Lease Agreement as to any property sold by the Lessor as of the
     date of such sale. The Facilities Lease Agreement 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 II
     Holding, as Lessor, is responsible for all major capital improvements and
     structural repairs to the Senior Housing Facilities. During the term of the
     Facilities Lease Agreement, which expires on December 31, 2000 (December
     31, 1999 with respect to the Santa Barbara facility), unless earlier
     terminated at the election of the Lessor in connection with the sale by the
     Lessor of the Senior Housing Facilities to a non-affiliated third party
     upon 30 days' notice to the Company, Lease II pays annual base rent for the
     use of all of the Facilities in the aggregate amount of $4,035,600 per
     year. Lease II also pays variable rent, on a quarterly basis, for each
     Senior Housing Facility in an amount equal to 40% of the excess of the
     aggregate total revenues for the Senior Housing Facilities, on an
     annualized basis, over $13,021,000. For the years ended August 31, 1999 and
     1998, variable rental income was $1,261,000 and $984,000, respectively.


                                      F-16
<PAGE>

                           ILM II SENIOR LIVING, INC.
                    Notes to Financial Statements (continued)


4.   OPERATING INVESTMENT PROPERTIES SUBJECT TO FACILITIES LEASE (CONTINUED)

         Condensed balance sheets as of August 31, 1999 and 1998, and condensed
     statements of operations for the years ended August 31, 1999 and 1998 of
     Lease II are as follows (in thousands):

<TABLE>
<CAPTION>
         ASSETS                                                    1999              1998
                                                                ----------       -----------
         <S>                                                    <C>              <C>
           Current assets                                           $1,990            $1,896
           Furniture, fixtures, and equipment, net                     617               558
           Other assets                                                163               279
                                                                ----------        ----------
                                                                    $2,770            $2,733


         LIABILITIES AND SHAREHOLDERS' EQUITY
           Current liabilities                                      $1,467            $1,960
           Other liabilities                                            37                76
           Shareholders' equity                                      1,266               697
                                                                ----------        ----------
                                                                    $2,770            $2,733
                                                                ==========        ==========


         STATEMENT OF OPERATIONS
           Revenues                                                $16,250           $15,524


           Operating expenses                                       15,339            15,560
           Income tax expense (benefit)                                342              (14)
                                                                ----------        ----------
           Net income (loss)                                         $ 569            $ (22)
                                                                ==========        ==========
</TABLE>


5.   LEGAL PROCEEDINGS AND CONTINGENCIES

     TERMINATION OF MANAGEMENT CONTRACT WITH AHC

         On July 29, 1996, Lease II and ILM II Holding (collectively for this
     Item 3, the "Companies") terminated a property management agreement with
     AHC covering the six Senior Housing Facilities leased by Lease II from ILM
     II Holding. The management agreement 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.


                                      F-17
<PAGE>


                           ILM II SENIOR LIVING, INC.
                    Notes to Financial Statements (continued)


5.   LEGAL PROCEEDINGS AND CONTINGENCIES (CONTINUED)

         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 II Holding. The counterclaim
     alleged that the management agreement was wrongfully terminated for cause
     and requested damages which include the payment of the termination fee in
     the amount of $750,000, payment of management fees pursuant to the
     agreement from August 1, 1996 through October 15, 1996, which is the
     earliest date that the agreement could have been terminated without cause,
     and recovery of attorney's fees and expenses.

         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 the Company and ILM I 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, Lease I 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 President, Chief Executive Officer,
     and Director of the Company; 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
     Lease I 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. As August
     31, 1999, the amount advanced to Capital by Lease I and Lease II for legal
     fees 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. Lease I
     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 Lease I paying $975,000
     and Lease II paying $650,000.


                                      F-18
<PAGE>


                           ILM II SENIOR LIVING, INC.
                    Notes to Financial Statements (continued)


5.    LEGAL PROCEEDINGS AND CONTINGENCIES (CONTINUED)

      OTHER LITIGATION


         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 the
Company and ILM I in the Supreme Court of the State of New York, County of New
York naming the Company, ILM I and their Directors as defendants. 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 the Company and ILM I, diverting certain of their assets. The
complaint sought compensatory damages in an unspecified amount, punitive
damages, the judicial dissolution of the Company and ILM I, 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 Company and its co-defendants moved to dismiss the
complaint on all counts.

         On December 8, 1998, the Court granted the Company's dismissal motion
in part but afforded the plaintiffs leave to amend their complaint. In doing so,
the Court accepted the Company's 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 the Company 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 Company and the Board of Directors
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 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 Company's 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 Company and its co-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, the Company, ILM I 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.

         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.


                                      F-19
<PAGE>


                           ILM II SENIOR LIVING, INC.
                    Notes to Financial Statements (continued)


5.    LEGAL PROCEEDINGS AND CONTINGENCIES (CONTINUED)

         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 judgment
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 attorney's 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 attorney's fees and expenses sought under this application, and if the
proposed merger with Capital Senior Living Corporation is not consummated and
ILM I and the Company enter into a transaction having similar effect to the
merger with a third party, then ILM I and the Company are responsible for such
fees and expenses.

6.       CONSTRUCTION LOAN FINANCING

         During 1999 the Company secured a construction loan facility with a
     major bank that provides the Company with up to $8.8 million to fund the
     capital costs of the potential expansion programs. The construction loan
     facility is secured by a first mortgage of the Senior Housing Facilities
     and collateral assignment of the Company's leases of such properties. The
     loan expires December 31, 2000, with possible extensions through September
     29, 2003. Principal is due upon expiration. Interest is payable monthly at
     a rate equal to LIBOR plus 1.10% or Prime plus 0.5%. Amounts outstanding
     under the loan at August 31, 1999, were approximately $1.2 million. Loan
     origination fees of $144,000 were paid at August 31, 1999, in connection
     with this loan facility and are being amortized over the life of the loan.


7.   SUBSEQUENT EVENT

         On September 15, 1999, the Company's Board of Directors declared a
     quarterly dividend for the quarter ended August 31, 1999. On October 15,
     1999, a dividend of $0.2125 per share of common stock, totaling $1,101,000,
     was paid to the Shareholders of record as of September 30, 1999.


                                      F-20
<PAGE>


SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

                           ILM II SENIOR LIVING, INC.
       CONSOLIDATED SCHEDULE OF REAL ESTATE AND ACCUMULATED DEPRECIATION
                                August 31, 1999
                             (Amounts in thousands)


<TABLE>
<CAPTION>

                                     Initial Cost to                   Gross Amount at Which Carried at
                                     The Company (2)                           End of Year
                                  --------------------              --------------------------------------

                                                      Costs
                                                      Capitalized
                                                      (Removed
                                                      Subsequent to)
                                                      Acquisition of
                                       Buildings &    Buildings &              Buildings &       Unamortized
Description   Encumbrances(1)   Land   Improvements   Improvements(3)   Land   Improvements(5)   Mortgage Fees(5)   Total
-----------   ---------------   ----   ------------   ---------------   ----   ---------------   ----------------   -----

CONGREGATE CARE FACILITIES:

<S>           <C>             <C>        <C>            <C>            <C>      <C>                 <C>            <C>
Fort Myers,    $8,700         $1,075     $11,233        $(3,268)       $1,227   $ 7,825             $ 412          $ 9,464
Florida

Omaha,
Nebraska        4,950            400       5,043         (1,054)          543     3,840               183            4,566

Overland Park,
Kansas          7,850            672       6,787             22           656     6,647               251            7,554

Stockton,
California      5,700          1,507       5,628           (443)        1,644     5,014               240            6,898

St. Louis
County,         5,850            292       4,488             74           298     4,436               161            4,895
Missouri

Santa Barbara,
California      5,094          1,160       4,322           (197)        1,150     4,010               178            5,338
              -------         ------     -------        --------       ------   -------            ------          -------
              $38,144         $5,106     $37,501        $(4,866)       $5,664   $31,772            $1,425          $38,861
              =======         ======     =======        ========       ======   =======            ======          =======
</TABLE>


<TABLE>
<CAPTION>
                                                                  Life on Which Depreciation
           Accumulated     Accumulated     Date of       Date     in Latest Income Statement
          Depreciation(5) Amortization(5) Construction  Acquired  is Computed
          --------------- --------------- ------------  --------  --------------------------
<S>           <C>              <C>          <C>          <C>        <C>
Fort Myers,   $(2,291)         $(366)       1988         7/18/90    5-40 yrs.
Florida

Omaha,
Nebraska       (1,134)          (137)       1992         4/25/91    5-40 yrs.

Overland Park,
Kansas         (1,685)          (186)       1984         4/9/92     5-40 yrs.

Stockton,
California
               (1,401)          (175)       1988         5/14/92    5-40 yrs.
St. Louis
County,
Missouri
               (1,257)          (117)       1985         5/29/92    5-40 yrs.
Santa Barbara,
California

               (1,067)          (127)       1979         7/13/92    5-40 yrs.
              --------       --------
              $(8,834)       $(1,108)
              ========       ========
</TABLE>



(1)   Encumbrances represent first mortgage loans between ILM II Holding as
      mortgagor, and the Company as mortgagee. Such loans are eliminated in
      consolidation in the accompanying Consolidated Financial Statements (see
      Note 4).

(2)   Initial cost to the Company represents the aggregate advances made by the
      Company on the loans secured by the Facilities which were made to AHC
      prior to the default and foreclosure actions described in Notes 1 and 4 to
      the Consolidated Financial Statements.

(3)   Costs removed subsequent to acquisition reflect the guaranty payments
      received by the Company from AHC under the terms of the Exclusivity
      Agreement as discussed further in Notes 1 and 4 to the Consolidated
      Financial Statements and costs incurred relating to capitalized interest.

(4)   The aggregate cost of real estate owned at August  31, 1999 for Federal
      income tax purposes is approximately $39,975,000.

(5)  Certain numbers have been reclassified to conform to the current year's
     presentation.


                                      F-21
<PAGE>


SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

                    ILM II SENIOR LIVING, INC. AND SUBSIDIARY
        SCHEDULE OF REAL ESTATE AND ACCUMULATED DEPRECIATION (continued)
                                 August 31, 1999
                             (Amounts in thousands)

<TABLE>
<CAPTION>
                                                                                 1999           1998             1997
                                                                                 ----           ----             ----

<C>      <S>                                                                    <C>            <C>            <C>
(5)      Reconciliation of real estate owned:

         Balance at beginning of period                                         $38,484        $37,946        $37,471
              Acquisitions and improvements - year ended 8/31/99                    377              -              -
              Acquisitions and improvements - year ended 8/31/98                      -            538              -
              Acquisitions and improvements - year ended 8/31/97                      -              -            205



         Balance at end of period                                               $38,861        $38,484        $37,946
                                                                                =======        =======        =======


(6)      Reconciliation of accumulated depreciation and amortization:

         Balance at beginning of period                                         $ 8,565        $ 7,280        $ 6,005
              Depreciation and amortization expense - year ended 8/31/99          1,377              -              -
                   Depreciation and amortization expense - year ended 8/31/98         -          1,285              -
                   Depreciation and amortization expense - year ended 8/31/97         -              -          1,275


         Balance at end of period                                               $ 9,942          8,565        $ 7,280
                                                                                =======        =======        =======
</TABLE>


                                      F-22