<PAGE>


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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A

  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: 0-18249

                             ILM SENIOR LIVING, INC.
             (Exact name of registrant as specified in its charter)

      Virginia                                                  04-3042283
-----------------------                                    --------------------
(State of organization)                                     (I.R.S. Employer
                                                            Identification No.)

1750 Tysons Boulevard, Suite 1200, Tysons Corner, 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 required
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: 7,520,100. The
aggregate sales price of the shares sold was $75,201,000. 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                              Part II, Part IV
June 9, 1989, as supplemented
[33 Act filing #33-27653]

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

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


<PAGE>


                                 1999 FORM 10-K

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

PART I                                                                         PAGE
<S>           <C>                                                             <C>
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-8


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..................................F1-F23

</TABLE>


<PAGE>


                             ILM SENIOR LIVING, INC.


                                     PART I


ITEM 1.  BUSINESS

         ILM Senior Living, Inc. (the "Company") was incorporated on March 6,
1989 under the laws of the State of Virginia as a Virginia finite-life
corporation, formerly PaineWebber Independent Mortgage Fund, Inc., for the
purpose of making construction and participating mortgage loans secured by
rental housing complexes for independent senior citizens ("Senior Housing
Facilities"). On June 21, 1989, 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. 33-27653), 7,520,100
shares of common stock, $.01 par value. The Company received capital
contributions of $75,201,000, of which $201,000 represented the sale of 20,100
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 eight participating mortgage loans secured by senior housing
facilities ("Senior Housing Facilities") located in seven states. All of the
loans made by the Company were originally to Angeles Housing Concepts, Inc.
("AHC"), as mortgagor, 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 Holding, Inc. ("ILM Holding"), a
Virginia corporation. In August 1995, each of the Property Companies merged into
ILM Holding, which is now a subsidiary of the Company. As a result, ownership of
the Senior Housing Facilities is now held by ILM Holding, and the Property
Companies no longer exist as separate legal entities.


                                      I-1

<PAGE>


                             ILM SENIOR LIVING, INC.


ITEM 1.  BUSINESS (CONTINUED)

         ILM Holding, Inc., a majority-owned subsidiary of the Company, now
holds title to the eight 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 Holding was
originally owned by the Company and PaineWebber. ILM Holding had issued 100
shares of Series A Preferred Stock to the Company in return for a capital
contribution in the amount of $7,000. The common stock represented approximately
99 percent of the voting power and 1 percent of the economic interest in ILM
Holding, while the preferred stock represented approximately 1 percent of the
voting power and 99 percent of the economic interest in ILM Holding.

         The Company completed its restructuring plans by converting ILM 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 Holding to the Company for a price equal to the
fair market value of the 1% economic interest in ILM Holding represented by the
common stock. On January 10, 1997, this transfer of the common stock of ILM
Holding was completed at an agreed upon fair value of $46,000, representing a
$39,000 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 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
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 Holding to each of 111 charitable organizations so that
ILM 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 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
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 Holding totaled $23,000 and $14,000, respectively.

          As part of the fiscal 1994 Settlement Agreement with AHC, ILM 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 its qualification as a REIT
under the Internal Revenue Code, the Company formed a new corporation, ILM I
Lease Corporation ("Lease I"), 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 in Lease I were
distributed to the holders of record of the Company's common stock and the
Senior Housing Facilities were leased to Lease I effective September 1, 1995.
Lease I 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 I. On July 29,
1996, the management agreement with AHC was terminated and Lease I 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 I, has also served in various management capacities at Capital Senior
Living Corporation, an affiliate of Capital, since 1996. Mr. Cohen


                                      I-2

<PAGE>


                             ILM SENIOR LIVING, INC.


ITEM 1.  BUSINESS (CONTINUED)

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 $12.90 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 Holding to
cancel and terminate the Facilities Lease Agreement with Lease I immediately
prior to the effective time of the merger. As noted above, the Facilities Lease
Agreement was extended on a month-to-month basis on November 16, 1999 beyond its
original expiration date of December 31, 1999. 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 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
                                                                  Date of       Facility     Rentable     Resident
   Property Name and Location(1)            Type of Property     Investment      Built       Units(3)    Capacities(3)
   -----------------------------            ----------------     ----------      -----       --------    -------------
<S>                                          <C>                   <C>            <C>           <C>           <C>
Independence Village of Winston-Salem        Senior Housing        6/29/89        1989          159           161
Winston-Salem, NC                            Facility

Independence Village of East Lansing         Senior Housing        6/29/89        1989          161           162
East Lansing, MI                             Facility

Independence Village of Raleigh              Senior Housing        4/29/91        1991          164           205
Raleigh, NC                                  Facility

Independence Village of Peoria               Senior Housing        11/30/90       1990          166           183
Peoria, IL                                   Facility

Crown Pointe Apartments                      Senior Housing        2/14/90        1984          135           163
Omaha, NE                                    Facility

Sedgwick Plaza Apartments                    Senior Housing        2/14/90        1984          150           170
Wichita, KS                                  Facility

West Shores                                  Senior Housing        12/14/90       1986          136           166
Hot Springs, AR                              Facility

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

</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 II. All amounts generated from
         Villa Santa Barbara are equitably apportioned between the Company,
         together with its consolidated subsidiary, and ILM II, together with
         its consolidated subsidiary, generally 25% and 75%, respectively. Villa
         Santa Barbara is owned 25% by ILM Holding and 75% by ILM II Holding as
         tenants in common. Upon the sale of the Company or ILM II, 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 Holding, as the Lessor, is responsible for all
major capital improvements and structural repairs to the Senior


                                      I-4

<PAGE>


                             ILM SENIOR LIVING, INC.


ITEM 1.  BUSINESS (CONTINUED)

Housing Facilities. During the term of the Facilities Lease Agreement, which was
extended on a month-to-month basis on November 16, 1999 beyond its original
expiration date of December 31, 1999, Lease I pays annual base rent for the use
of all of the Facilities in the aggregate amount of $6,364,800 per year. Lease I
also pays variable rent, on a quarterly basis, for each facility in an amount
equal to 40% of the excess of aggregate total revenues for the Senior Housing
Facilities, on an annualized basis, over $16,996,000. For the fiscal years ended
August 31, 1999 and 1998, variable rent was $1,164,000 and $894,000,
respectively.

         The Senior Housing Facilities are subject to competition from similar
properties in the vicinities in which they are located. The Senior Housing
Facilities 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 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
Board of Directors may defer the Company's scheduled liquidation date, if in the
opinion of a majority of the Directors, the disposition of the Company's assets
at such time would result in a material under-realization of the value of such
assets; provided, however, that no such deferral may extend beyond December 31,
2014. Because the Directors believe that disposition of the Company's assets by
December 31, 1999, would result in such under-realization, and because the
merger with Capital Senior Living Corporation is presently anticipated to occur
in the first quarter of calendar year 2000, on November 16, 1999, the Company's
Board of Directors voted to extend the term of the Company on a month-to-month
basis. If the merger does not occur, the Company's Board of Directors presently
expects to extend the term of the Company until December 31, 2001. On November
16, 1999, the Company's Board of Directors also voted to cause ILM Holding to
extend the Facilities Lease Agreement with Lease I on a month-to-month basis.
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 SENIOR LIVING, INC.


ITEM 2.  PROPERTIES

         As of August 31, 1999, the Company has interests in the eight 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>
Independence Village
of Winston-Salem                           92%             94%              93%             96%             94%

Independence Village
of East Lansing                            94%             89%              87%             87%             89%

Independence Village of Raleigh            95%             94%              95%             97%             95%

Independence Village of Peoria             98%             98%              98%             95%             97%

Crown Pointe Apartments                    98%             98%              96%             93%             96%

Sedgwick Plaza Apartments                  94%             91%              89%             87%             90%

West Shores                                97%             94%              97%             97%             96%

Villa Santa Barbara                        97%             99%              97%             97%             98%

</TABLE>


ITEM 3.  LEGAL PROCEEDINGS

TERMINATION OF MANAGEMENT CONTRACT WITH AHC

         On July 29, 1996, Lease I and ILM Holding (collectively for this Item
3, the "Companies") terminated a property management agreement with AHC covering
the eight Senior Housing Facilities leased by Lease I from ILM 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
Holding. The counterclaim alleged that the management agreement was wrongfully
terminated for cause and requested damages which included the payment of the
termination fee in the amount of $1,250,000, 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 attorneys' fees and expenses.


                                      I-6

<PAGE>


                             ILM SENIOR LIVING, INC.


ITEM 3.  LEGAL PROCEEDINGS (CONTINUED)

         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 II 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 II, 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 Cohen,
who, through July 28, 1998 was President, Chief Executive Officer and a 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 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.

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 II in the Supreme Court of the State of New York, County of New
York naming the Company, ILM II 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 II, diverting certain of their assets. The
complaint sought compensatory damages in an unspecified amount, punitive
damages, the judicial dissolution of the Company and ILM II, 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


                                      I-7

<PAGE>


                             ILM SENIOR LIVING, INC.


ITEM 3.  LEGAL PROCEEDINGS (CONTINUED)

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 II 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.

         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 if
the Company and ILM II enter into a transaction having similar effect to the
merger with a third party, then the Company and ILM II are responsible for such
fees and expenses.

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

         None.


                                      I-8

<PAGE>


                             ILM SENIOR LIVING, INC.


                                     PART II

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

         During the public offering period, which commenced on June 21, 1989 and
ended on July 21, 1989, the selling price of the shares of common stock was $10
per share. At August 31, 1999, there were 4,509 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 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 700,000 outstanding shares of the Company's common stock
representing approximately 9.3% 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 $12.90 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 Holding to
cancel and terminate the Facilities Lease Agreement with Lease I immediately
prior to the effective time of the merger. The Facilities Lease Agreement was
extended on a month-to-month basis on November 16, 1999 beyond its original
expiration date of December 31, 1999. 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 SENIOR LIVING, INC.


ITEM 6.  SELECTED FINANCIAL DATA

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

<TABLE>
<CAPTION>

                                                 1999            1998         1997(1)           1996           1995
                                                ------          ------        -------          ------         ------
<S>                                             <C>             <C>            <C>              <C>           <C>
Revenues                                        $7,597          $7,320         $6,805           $ 129         $  174

Operating income (loss)                          2,961           4,723          3,834           (641)          (954)

Equity in income from properties
securing mortgage loans                             --              --             --          4,756          5,053
                                                ------          ------         ------          ------         ------
Net income                                      $2,961          $4,723         $3,834          $4,115         $4,099
                                                ------          ------         ------          ------         ------
                                                ------          ------         ------          ------         ------

Earnings per share of common stock              $ 0.39          $ 0.63         $ 0.51          $ 0.55         $ 0.54
                                                ------          ------         ------          ------         ------
                                                ------          ------         ------          ------         ------

Cash dividends paid
per share of common stock                       $ 0.85          $ 0.79         $ 0.74          $ 0.70         $ 0.71
                                                ------          ------         ------          ------         ------
                                                ------          ------         ------          ------         ------

</TABLE>


<TABLE>
<CAPTION>

                                                        August 31
                                                        ---------
                           1999             1998           1997            1996           1995
                          ------           ------         ------          ------         ------
<S>                      <C>             <C>            <C>             <C>             <C>
Total assets               $37,962         $38,910        $40,033         $41,451         $3,489
                           =======         =======        =======         =======         ======

Shares outstanding       7,520,100       7,520,100      7,520,100       7,520,100      7,520,100

</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 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 June
21, 1989 to July 21, 1989 pursuant to a Registration Statement filed under the
Securities Act of 1933. Capital contributions of $75,201,000 were received by
the Company (including $201,000 contributed by PaineWebber) and, after deducting
selling expenses and offering costs and allowing for adequate cash reserves,
approximately $62.8 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 eight participating
mortgage loans secured by Senior Housing Facilities located in seven states. All
of the loans made by the Company were originally with AHC. 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 Holding, which is now a subsidiary of the Company. ILM
Holding holds title to the eight 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 Holding retained AHC as the property
manager for all of the Senior Housing Facilities pursuant to the terms of the
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 I, for the purpose of
operating the Senior Housing Facilities under the terms of a Facilities Lease
Agreement. As of August 31, 1995, Lease I, 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 I to the holders of
record of the Company's common stock. One share of common stock of Lease I was
issued for each full share of the Company's common stock held. Prior to the
distribution, the Company capitalized Lease I with $700,000 from its existing
cash reserves, which was an amount estimated to provide Lease I with necessary
working capital.

         The Facilities Lease Agreement is between the Company's consolidated
affiliate, ILM Holding, as owner of the Senior Housing Facilities and Lessor,
and Lease I 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 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 was
extended on a month-to-month basis on November 16, 1999 beyond its original
expiration date of December 31, 1999, Lease I pays annual base rent for the use
of all of the Senior Housing Facilities in the aggregate amount of $6,364,800.
Lease I 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
$16,996,000. Variable rental income related to fiscal years 1999 and 1998 was
$1,164,000 and $894,000, respectively.

         The assumption of ownership of the Senior Housing Facilities through
ILM Holding, which was a so-called "C" corporation for tax purposes at the time
of assumption, 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.


                                      II-3


<PAGE>


                             ILM 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 qualifying ILM Holding
as a REIT for Federal tax purposes. In connection with these plans, on November
21, 1996, the Company requested that PaineWebber sell all of its stock held in
ILM Holding to the Company for a price equal to the fair market value of the 1%
economic interest in ILM Holding represented by the common stock. On January 10,
1997, this transfer of the common stock of ILM Holding was completed at an
agreed upon fair value of $46,000. With this transfer completed, effective
January 23, 1997, ILM 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 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 Holding to each of 111 charitable organizations so
that ILM 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 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
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 statements 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 Holding totaled $23,000 and $14,000, respectively.

         Any future appreciation in the value of the Senior Housing Facilities
subsequent to the conversion of ILM 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 Senior Housing Facilities were to be held for a period of at least ten
years from the date of the conversion of ILM Holding to a REIT. However, since
the end of the Company's original anticipated holding period is within one year,
the Senior Housing Facilities may not be held for an additional ten years. The
Board of Directors may defer the Company's scheduled liquidation date if in the
opinion of a majority of the Directors the disposition of the Company's assets
at such time would result in a material under-realization of the value of such
assets; provided, however, that no such deferral may extend beyond December 31,
2014 absent amendment of the Company's Articles of Incorporation. On November
16, 1999, the Company's Board of Directors voted to extend the term of the
Company and the Facilities Lease Agreement with Lease I on a month-to-month
basis commencing December 31, 1999. Based on management's estimate of the
increase in values of the Senior Housing Facilities which occurred between April
1994 and January 1996, as supported by independent appraisals, ILM Holding would
incur a sizeable tax if the Senior Housing Facilities were sold. Based on this
increase of values during the time that ILM Holding was operated as a regular C
corporation, a sale within ten years of the date of the conversion of ILM
Holding to a REIT could result in a built-in gain tax of as much as $2.9
million, which could be reduced by $2.45 million using available net operating
loss carryforwards of ILM Holding of approximately $7.2 million.

         ILM 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
9.5% from April 1, 1994 through December 1, 1994, 11% for the period January 1
through December 31, 1995, 12.5% for the period January 1 through December 31,
1996, 13.5% for the period January 1 through December 31, 1997, 14% for the
period January 1 through December 31, 1998 and 14.5% for the period January 1,
1999 through maturity. Since ILM 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.

         Because the ownership of the assets of ILM Holding was expected to be
transferred to the Company or its wholly-owned subsidiary, ILM Holding was
capitalized with funds to provide it with working capital only for a limited
period of time. At the present time, ILM 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


                                      II-4

<PAGE>


                             ILM SENIOR LIVING, INC.


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

improvements and structural repairs in accordance with the terms of the
Facilities Lease Agreement. Although ILM 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 I 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 I, 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 net cash flow of the Senior Housing Facilities, as defined, 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
Cohen, who, through July 28, 1998 was President, Chief Executive Officer and
a 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.

         The eight 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 Holding are $6,364,800
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 Holding received variable rent payments in fiscal 1999 and 1998 in the
amounts of $1,164,000 and $894,000, 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 $0.1875 per
share to $0.20 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 II 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 Raleigh, North Carolina, East Lansing, Michigan, Omaha, Nebraska,
Peoria, Illinois and Hot Springs, Arkansas. During fiscal year 1997,
approximately two acres of land adjacent to the Raleigh facility were purchased
and during fiscal 1998, approximately two acres of land located adjacent to the
East Lansing facility and approximately two and one-half


                                      II-5

<PAGE>


                             ILM SENIOR LIVING, INC.


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

acres of land located adjacent to the Omaha facility were acquired by ILM
Holding. 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. The Hot Springs facility includes a
vacant parcel of approximately two acres which could accommodate an expansion of
the existing facility or the construction of a new free-standing 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 Raleigh and
Omaha.

         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 $24.5 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 monthly 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 $2.1 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 $22.4 million of the
construction loan facility is unused and available.

         At August 31, 1999, the Company had cash and cash equivalents of
$2,615,000 compared to $2,264,000 at August 31, 1998. The increase in cash of
approximately $351,000 is primarily due to borrowing of approximately $2.1
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 Senior Housing Facilities owned by ILM
Holding 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 I, 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 lease 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.


                                      II-6

<PAGE>


                             ILM SENIOR LIVING, INC.


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

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. The Company has contacted its only material external agent
(Capital) and has received assurances from Capital that it is Year 2000
compliant.

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
completed all necessary phases of its Year 2000 program. However, 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, Lease I's most significant third party contractor, were to experience a
year 2000 problem, it is likely that Lease I would not receive rental income as
it became due from Senior Living Facility residents. Lease I in turn would fail
to pay ILM Holding lease payments as they arise under the master lease, and ILM
Holding in turn would fail to pay the Company mortgage payments due it. However,
if this were to occur, 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 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 $1,762,000, or 37.3%, to $2,961,000 for the fiscal
year ended August 31, 1999, compared to $4,723,000 for the fiscal year ended
August 31, 1998. Total revenue was $7,597,000 for fiscal year 1999, representing
an increase in revenue of $277,000, or 3.8%, compared to total revenue of
$7,320,000 for fiscal year 1998. Interest income decreased $26,000, or 26.5%, to
$72,000 for the year ended August 31, 1999, compared to $98,000 for the same
period last year, primarily due to a decrease in cash and cash equivalents
throughout most of fiscal year 1999. Rental and other income increased $303,000,
or 4.2%, to $7,525,000 from $7,222,000 last year, primarily due to increased
rental income earned pursuant to the terms of the Facilities Lease Agreement.
Total expenses increased $2,039,000, or 78.5%, to $4,636,000 for the fiscal year
ended August 31, 1999, compared to $2,597,000 for the fiscal year ended August
31, 1998. This increase in expenses was primarily attributable to an increase in
professional fees of $1,719,000, or 255.0%, 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 $265,000 to $559,000, or 90.1%, for the fiscal
year ended August 31, 1999, compared to $294,000 for the same period last year,
due to a variety of factors including increased Director and Officer insurance
costs of $147,000; increased printing costs of $149,000 due to the potential
merger transaction with Capital Senior Living Corporation, offset by a $64,000
decrease in postage and mailing costs and minor increases and decreases in other
general and administrative costs. Directors' compensation decreased $29,000, or
25.0%, due to a decrease in the number of Board members.

1998 COMPARED TO 1997

         Net income increased $889,000, or 23.2%, to $4,723,000 for the fiscal
year ended August 31, 1998, compared to $3,834,000 for the fiscal year ended
August 31, 1997. Total revenue was $7,320,000 for fiscal year 1998, representing
an increase in revenue of $515,000, or 7.6%, compared to total revenue of
$6,805,000 for fiscal year 1997. Interest income decreased $64,000, or 39.5%, to
$98,000 for the twelve-months ended August 31, 1998, compared to $162,000 for
the same period last year, primarily due to a decrease in cash and cash
equivalents. Rental and other income increased $579,000, or 8.7%, to $7,222,000
from $6,643,000 last year, primarily due to increased rental income earned
pursuant to the terms of the Facilities Lease Agreement. Total expenses
decreased $374,000, or 12.6%, to $2,597,000 for the fiscal year ended August 31,
1998, compared to $2,971,000 for the fiscal year ended August 31, 1997. This
decrease in expenses was primarily attributable to a decrease in general and
administrative expenses of $572,000, or 66.1%, due in part, to reductions in
advisory fees, reimbursable costs and ILM Holding restructuring costs; offset by
an increase in professional fees of $229,000, or 51.5%, associated with
restructuring advice provided by the independent investment banking firm and
increased legal fees. Directors' compensation increased $34,000, or 41.5%, as a
result of more frequent Board of Directors meetings.

INFLATION

         The Company completed its tenth 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 Agreement, as discussed
further above, the Company, through its consolidated affiliate, ILM 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 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 THAT ACTUAL
RESULTS MAY DIFFER.

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 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; 7/28/98 as
         President.

         (c) There is no family relationship among any of the current Directors
         or Officers. All of the current 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 1989 and was appointed President, succeeding Mr. Cohen, on July
28, 1998. Mr. Sharman is the Chairman of the Board and CEO 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
President and Director of ILM II 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 1989. 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 II and President,
Secretary and a 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 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 II.

         (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
         as explained 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 of the Company's common stock as of the
         date hereof.

         (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 SENIOR LIVING, INC.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED 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, PaineWebber resigned effective as of June 18, 1997.

         PaineWebber 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 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
                   $70,000, 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 totaling
                   $1,504,000 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 $752,010
                   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, 1998 and 1997, is $0, $0 and $155,000, 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,


                                     III-3

<PAGE>


                             ILM SENIOR LIVING, INC.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (CONTINUED)

Mitchell Hutchins earned $0, $0 and $9,000 (included in general and
administrative expenses) for managing the Company's cash assets, respectively.

         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 I 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 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 I, 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 I of $1,011,000 and $919,000,
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 Cohen,
who, through July 28, 1998 was President, Chief Executive Officer and a 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 I 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 I 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 $41,000
and $212,000, 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 $1,315,000 and $214,000, respectively.


                                     III-4

<PAGE>


                             ILM 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 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 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                     Date: November 23, 1999
    ------------------------                         -----------------
    J. William Sharman, Jr.
    Director

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

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


                                      IV-2

<PAGE>


                             ILM SENIOR LIVING, INC.

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

                             ILM SENIOR LIVING, INC.

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>

                                                              PAGE NUMBER IN THE REPORT
EXHIBIT NO.         DESCRIPTION OF DOCUMENT                   OR OTHER REFERENCE
------------        -------------------------------------     ----------------------------------
<S>                 <C>                                       <C>
(3) and (4)         Prospectus of the Registrant dated        Filed with the Commission
                    June 9, 1989, as supplemented.            pursuant to Rule 424(c) and
                                                              incorporated herein by reference.

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

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

                           ANNUAL REPORT ON FORM 10-K
                         ITEM 14(A)(1) AND (2) AND 14(D)

                             ILM SENIOR LIVING, INC.

         INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

<TABLE>
<CAPTION>

                                                                                                            REFERENCE
                                                                                                            ---------
<S>                                                                                                            <C>
ILM SENIOR LIVING, INC.:

     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>


                REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

The Shareholders of
ILM Senior Living, Inc.:

     We have audited the accompanying consolidated balance sheets of ILM 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 of 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 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 Notes 5 and 1, as to which the date is
November 5 and 16, 1999, respectively


                                               F-2

<PAGE>


                             ILM SENIOR LIVING, INC.

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


<TABLE>
<CAPTION>


                                     ASSETS

                                                                    1999        1998
                                                                  --------    --------
<S>                                                               <C>         <C>
Operating investment properties, at cost:
   Land                                                           $  4,921    $  4,768
   Building and improvements                                        38,197      38,166
   Furniture, fixtures and equipment                                 4,948       4,948
                                                                  --------    --------
                                                                    48,066      47,882
   Less: accumulated depreciation                                  (13,417)    (12,131)
                                                                  --------    --------
                                                                    34,649      35,751

Mortgage placement fees                                              2,256       2,256
Less: accumulated amortization                                      (2,163)     (1,937)
                                                                  --------    --------
                                                                        93         319

Loan origination fees                                                  272         102
Less: accumulated amortization                                         (85)         --
                                                                  --------    --------
                                                                       187         102

Cash and cash equivalents                                            2,615       2,264
Accounts receivable - related party                                    306         336
Prepaid expenses and other assets                                      100          89
Deferred rent receivable                                                12          49
                                                                  --------    --------
                                                                  $ 37,962    $ 38,910
                                                                  --------    --------
                                                                  --------    --------

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Accounts payable and accrued expenses                                  365         259
Accounts payable - related party                                       343          67
Construction loan payable                                            2,093          --

Preferred shareholders' minority
interest in consolidated subsidiary                                    134         125
                                                                  --------    --------
   Total liabilities                                                 2,935         451

Commitments and contingencies

Shareholders' equity:
   Common stock, $0.01 par value, 10,000,000 shares authorized,
     7,520,100 shares issued and outstanding                            75          75
   Additional paid-in capital                                       65,711      65,711
   Accumulated deficit                                             (30,759)    (27,327)
                                                                  --------    --------
   Total shareholders' equity                                       35,027      38,459
                                                                  --------    --------
                                                                  $ 37,962    $ 38,910
                                                                  --------    --------
                                                                  --------    --------

</TABLE>


                             See accompanying notes.


                                      F-3

<PAGE>


                             ILM 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                      $7,525   $7,222   $6,643
   Interest income                                  72       98      162
                                                ------   ------   ------
                                                 7,597    7,320    6,805

EXPENSES:
   Depreciation expense                          1,286    1,287    1,282
   Amortization expense                            311      226      226
   Management fees                                --       --         70
   General and administrative                      559      294      866
   Professional fees                             2,393      674      445
   Directors' compensation                          87      116       82
                                                ------   ------   ------
                                                 4,636    2,597    2,971
                                                ------   ------   ------

NET INCOME                                      $2,961   $4,723   $3,834
                                                ------   ------   ------
                                                ------   ------   ------

Earnings per share of common stock              $ 0.39   $ 0.63   $ 0.51
                                                ------   ------   ------
                                                ------   ------   ------

Cash dividends paid per share of common stock   $ 0.85   $ 0.79   $ 0.74
                                                ------   ------   ------
                                                ------   ------   ------

</TABLE>


     The above earnings and cash dividends paid per share of common stock are
based upon the 7,520,100 shares outstanding during the year.




                             See accompanying notes.


                                      F-4

<PAGE>


                             ILM 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                      7,520,100    $   75     $65,711      $(24,418)       $41,368

Cash dividends paid                         --        --          --        (5,544)        (5,544)

Net income                                  --        --          --         3,834          3,834
                                    ----------    ------     --------     --------        -------

SHAREHOLDERS' EQUITY AT
AUGUST 31, 1997                      7,520,100        75      65,711       (26,128)        39,658

Cash dividends paid                         --        --          --        (5,922)        (5,922)

Net income                                  --        --          --         4,723          4,723
                                    ----------    ------     --------     --------        -------

SHAREHOLDERS' EQUITY AT
AUGUST 31, 1998                      7,520,100        75      65,711       (27,327)        38,459

Cash dividends paid                         --        --           --       (6,393)        (6,393)

Net income                                  --        --           --        2,961          2,961
                                    ----------    ------     --------     --------        -------

SHAREHOLDERS' EQUITY AT
AUGUST 31, 1999                      7,520,100    $   75      $65,711     $(30,759)       $35,027
                                    ==========    ======     ========     ========        =======
</TABLE>




                             See accompanying notes.


                                      F-5

<PAGE>


                             ILM 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                                                 $ 2,961    $ 4,723    $ 3,834
   Adjustments to reconcile net income to net cash provided
     by operating activities:
       Depreciation and amortization                            1,597      1,513      1,508
       Charitable contribution of subsidiary's
         preferred stock and accrued dividends                      9          9        116
       Changes in assets and liabilities:
         Interest and other receivables                            --         --        397
         Accounts receivable - related party                       30       (220)       232
         Prepaid expenses and other assets                        (11)        18        (97)
         Deferred rent receivable                                  37         37         37
         Accounts payable - related party                         276        (93)        71
         Accounts payable and accrued expenses                    106        160        105
                                                              -------    -------    -------
              Net cash provided by operating
              activities                                        5,005      6,147      6,203
                                                              -------    -------    -------

Cash flows used in investing activities:
   ILM Holding acquired cash balance                               --         --        400
   Additions to operating investment properties                  (184)      (995)      (533)
                                                              -------    -------    -------
              Net cash used in investing activities              (184)      (995)      (133)
                                                              -------    -------    -------

Cash flows used in financing activities:
   Loan origination fees paid                                    (170)      (102)        --
   Proceeds from construction loan facility                     2,093         --         --
   Cash dividends paid to shareholders                         (6,393)    (5,922)    (5,544)
                                                              -------    -------    -------
              Net cash used in financing activities            (4,470)    (6,024)    (5,544)
                                                              -------    -------    -------

Net increase (decrease) in cash and cash equivalents              351       (872)       526
Cash and cash equivalents, beginning of year                    2,264      3,136      2,610
                                                              -------    -------    -------

Cash and cash equivalents, end of year                        $ 2,615    $ 2,264    $ 3,136
                                                              -------    -------    -------
                                                              -------    -------    -------

Cash paid for state income taxes                              $    42    $    13    $    --
                                                              -------    -------    -------
                                                              -------    -------    -------

Cash paid for interest                                        $    20    $    --    $    --
                                                              -------    -------    -------
                                                              -------    -------    -------

</TABLE>




                             See accompanying notes.


                                      F-6

<PAGE>


                             ILM SENIOR LIVING, INC.
                   Notes to Consolidated Financial Statements
                                 August 31, 1999

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

         ILM Senior Living, Inc. (the "Company"), formerly PaineWebber
    Independent Living Mortgage Fund, Inc., was organized as a corporation on
    March 6, 1989 under the laws of the State of Virginia. On June 21, 1989, 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. 33-27653) (the
    "Prospectus"). The public offering terminated on July 21, 1989 with a total
    of 7,520,100 shares issued. The Company received capital contributions of
    $75,201,000, of which $201,000 represented the sale of 20,100 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 eight participating mortgage loans secured by senior housing
    facilities ("Senior Housing Facilities") located in seven states. All of the
    loans made by the Company were originally to Angeles Housing Concepts, Inc.
    ("AHC"), as mortgagor, 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 Holding, Inc. ("ILM Holding"), a Virginia corporation. In August
    1995, each of the Property Companies merged into ILM Holding, which is now a
    subsidiary of the Company. As a result, ownership of the Senior Housing
    Facilities is now held by ILM Holding, and the Property Companies no longer
    exist as separate legal entities.

         ILM Holding now holds title to the eight 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 Holding was originally owned by the
    Company and PaineWebber. ILM Holding had issued 100 shares of Series A
    Preferred Stock to the Company in return for a capital contribution in the
    amount of $7,000. The common stock represented approximately 99 percent of
    the voting power and 1 percent of the economic interest in ILM Holding,
    while the preferred stock represented approximately 1 percent of the voting
    power and 99 percent of the economic interest in ILM Holding.


                                      F-7

<PAGE>


                             ILM SENIOR LIVING, INC.
             Notes to Consolidated Financial Statements (continued)
                                 August 31, 1999

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

         The Company completed its restructuring plans by converting ILM 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 Holding to the Company for a
    price equal to the fair market value of the 1% economic interest in ILM
    Holding represented by the common stock. On January 10, 1997, this transfer
    of the common stock of ILM Holding was completed at an agreed upon fair
    value of $46,000, representing a $39,000 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 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 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 Holding to each
    of 111 charitable organizations so that ILM 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 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 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 Holding totaled
    $23,000 and $14,000, respectively.

         As part of the fiscal 1994 Settlement Agreement with AHC, ILM 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 Senior Housing Facilities 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 I Lease Corporation ("Lease I"), 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 I to the holders of
    record of the Company's common stock. The Senior Housing Facilities were
    leased to Lease I effective September 1, 1995 (see Note 4 for a description
    of the Facilities Lease Agreement). Lease I is a public company subject to
    the reporting obligations of the Securities and Exchange Commission.

         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 $12.90
    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


                                      F-8

<PAGE>


                             ILM SENIOR LIVING, INC.
             Notes to Consolidated Financial Statements (continued)
                                 August 31, 1999

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

    first quarter of calendar year 2000. In connection with the merger, the
    Company has agreed to cause ILM Holding to cancel and terminate the
    Facilities Lease Agreement with Lease I immediately prior to the effective
    time of the merger. The Facilities Lease Agreement was extended on a
    month-to-month basis on November 16, 1999 beyond its original expiration
    date of December 31, 1999. There can be no assurance as to whether the
    merger will be consummated or, if consummated, as to the timing thereof.

2.  USE OF ESTIMATES AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         The accompanying 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 Holding, which provided the Company with
    100% majority voting control, for $46,000 which is included in general and
    administrative expense for the year ended August 31, 1997.

    The accompanying consolidated financial statements include the financial
    statements of the Company and ILM Holding. The results of operations of ILM
    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 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


                                      F-9

<PAGE>


                             ILM SENIOR LIVING, INC.
             Notes to Consolidated Financial Statements (continued)
                                 August 31, 1999

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

    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 master lease the Senior Housing
    Facilities to a shareholder-owned operating company. As discussed further in
    Note 4, on September 12, 1994 the Company formed a new subsidiary, Lease I,
    for the purpose of operating the Senior Housing Facilities. The Senior
    Housing Facilities were leased to Lease I effective September 1, 1995 (see
    Note 4 for a description of the Facilities Lease Agreement).

    The assumption of ownership of the Senior Housing Facilities through ILM
    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
    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 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 Senior Housing Facilities were to be held for a period of at
    least 10 years from the date of the conversion of ILM Holding to a REIT.
    However, since the end of the Company's original anticipated holding period
    is within one year, the Senior Housing Facilities might not be held for an
    additional 10 years. The Board of Directors may defer the Company's
    scheduled liquidation date, if in the opinion of a majority of the
    Directors, the disposition of the Company's assets at such time would result
    in a material under-realization of the value of such assets; provided,
    however, that no such deferral may extend beyond December 31, 2014. Because
    the Directors believe that disposition of the Company's assets by December
    31, 1999, would result in such under-realization, and because the merger
    with Capital Senior Living Corporation is presently anticipated to occur in
    the first quarter of calendar year 2000, on November 16, 1999, the Company's
    Board of Directors voted to extend the term of the Company on a
    month-to-month basis. If the merger does not occur, the Company's Board of
    Directors presently expects to extend the term of the Company until December
    31, 2001. On November 16, 1999, the Company's Board of Directors also voted
    to cause ILM Holding to extend the Facilities Lease Agreement with Lease I
    on a month-to-month basis. Based on management's estimate of the increase in
    the values of the Senior Housing Facilities which occurred between April
    1994 and January 1, 1996, as supported by independent appraisals, a sale of
    the Senior Housing Facilities within ten years of the date of the conversion
    of ILM Holding to a REIT could result in a built-in gain tax of as much as
    $2.9 million, which could be reduced by approximately $2.45 million using
    available net operating loss carryforwards of ILM Holding of approximately
    $7.2 million.

    The Company's consolidated subsidiary, ILM Holding, has incurred losses for
    tax purposes since inception. Neither the Company nor ILM Holding is likely
    to be able to use these losses to offset future tax liabilities, other than
    the built-in gain 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.


                                      F-10

<PAGE>


                             ILM SENIOR LIVING, INC.
             Notes to Consolidated Financial Statements (continued)
                                 August 31, 1999

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

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 5 to 40 years for the buildings and improvements
    and 5 years for the furniture, fixtures and equipment.

    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 through August 31, 1999 of $2,256,000 were incurred
    by the Company and these fees are included in the accompanying balance
    sheets. Accumulated amortization of mortgage fees at August 31, 1999 and
    1998, were $2,163,000 and $1,937,000, respectively. At August 31, 1999 and
    1998, loan origination fees of $272,000 and $102,000 relating to the
    construction loan facility (see Note 6) are included on the accompanying
    consolidated balance sheet. These fees are being amortized on a
    straight-line basis over the term of the loan. Accumulated amortization at
    August 31, 1999 and 1998 was $85,000 and $0, respectively. Capitalized
    interest for 1999 and 1998 was $31,000 and $0, respectively.

E.  RENTAL REVENUES

    In fiscal years 1999 and 1998, rental revenues consist of payments due from
    Lease I under the terms of the Facilities Lease Agreement described in Note
    4. Base rental income under the Facilities Lease Agreement 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 Agreement.

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 non-financial instruments from its disclosure
    requirements. Accordingly, the aggregate fair value amounts presented do not
    represent the underlying value of the Company.


                                      F-11

<PAGE>


                             ILM SENIOR LIVING, INC.

             Notes to Consolidated Financial Statements (continued)
                                 August 31, 1999

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

    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 nature of such instrument.

                                   F-12

<PAGE>


                             ILM SENIOR LIVING, INC.
             Notes to Consolidated Financial Statements (continued)
                                 August 31, 1999

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. PaineWebber resigned effective as of June 18, 1997.

         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 $70,000, 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 totaling $1,504,000 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 loan amounts. Loan
         servicing fees totaling $752,000 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.

    (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 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 $155,000,
    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 $9,000, (included
    in general and administrative expenses) for managing the Company's cash
    assets, respectively.


                                      F-13

<PAGE>


                             ILM SENIOR LIVING, INC.
             Notes to Consolidated Financial Statements (continued)
                                 August 31, 1999

3.  RELATED PARTY TRANSACTIONS (CONTINUED)

         Lease I 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 I, has also served in various management capacities at
    Capital Senior Living Corporation 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 I of $1,011,000 and $919,000, 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
    Cohen, who, through July 28, 1998 was President, Chief Executive Officer and
    a 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 I 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 I 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 $41,000 and $212,000, 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 $1,315,000 and $214,000, respectively.

         Accounts receivable - related party at August 31, 1999 and 1998
    represent amounts due from an affiliated company, Lease I, for variable
    rent. Accounts payable - related party at August 31, 1999 and 1998 represent
    unbilled legal fees due to Greenberg Traurig, Counsel to the Company and its
    affiliates and a related party, as described above.


                                      F-14

<PAGE>


                             ILM SENIOR LIVING, INC.
             Notes to Consolidated Financial Statements (continued)
                                 August 31, 1999

4.  OPERATING INVESTMENT PROPERTIES SUBJECT TO FACILITIES LEASE AGREEMENT

         At August 31, 1999, through its consolidated subsidiary, the Company
    owned eight Senior Housing Facilities. The name, location and size of the
    Senior Housing Facilities 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>
Independence Village of           East Lansing, MI          161           162         1989           6/29/89
East Lansing

Independence Village of           Winston-Salem, NC         159           161         1989           6/29/89
Winston-Salem

Independence Village of           Raleigh, NC               164           205         1991           4/29/91
Raleigh

Independence Village of           Peoria, IL                165           181         1990          11/30/90
Peoria

Crown Pointe Apartments           Omaha, NE                 135           163         1984           2/14/90

Sedgwick Plaza Apartments         Wichita, KS               150           170         1984           2/14/90

West Shores                       Hot Springs, AR           136           166         1986          12/14/90

Villa Santa Barbara (2)           Santa Barbara, CA         125           125         1979           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 II. All amounts generated
         from Villa Santa Barbara are equitably apportioned between the Company,
         together with its consolidated subsidiary, and ILM II, together with
         its consolidated subsidiary, generally 25% and 75%, respectively. The
         financial position, results of operations and cash flows include only
         the 25% allocable portion of the Company's interest in the Santa
         Barbara Facility. Villa Santa Barbara is owned 25% by ILM Holding and
         75% by ILM II 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


                                      F-15

<PAGE>


                             ILM SENIOR LIVING, INC.
             Notes to Consolidated Financial Statements (continued)
                                 August 31, 1999

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

    pursuant to the guaranty agreement between the Company and AHC. As a result
    of this accounting treatment, the carrying values of the Company's
    investment 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 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 9.5% from
    April 1, 1994 through December 1, 1994, 11% for the period January 1 through
    December 31, 1995, 12.5% for the period January 1 through December 31, 1996,
    13.5% for the period January 1 through December 31, 1997, 14% for the period
    January 1 through December 31, 1998 and 14.5% for the period January 1, 1999
    through maturity. In August 1995, each of the Property Companies was merged
    into ILM Holding. As a result, ownership of the Senior Housing Facilities,
    as well as the obligation under the loans, is now held by ILM Holding, and
    the Property Companies no longer exist as separate legal entities. Since ILM
    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 I, for the purpose
    of operating the Senior Housing Facilities under the terms of a Facilities
    Lease Agreement. As of August 31, 1995, Lease I, 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 I to the holders of record of the Company's common stock. One
    share of common stock of Lease I was issued for each full share of the
    Company's common stock held. Prior to the distribution, the Company
    capitalized Lease I with $700,000 from its existing cash reserves, which was
    an amount estimated to provide Lease I with necessary working capital.

         The Facilities Lease Agreement is between the Company's consolidated
    subsidiary, ILM Holding, as owner of the Senior Housing Facilities and
    Lessor, and Lease I 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 Holding,
    as the Lessor, is responsible for all major capital improvements and
    structural repairs to the Senior Housing Facilities. During the initial term
    of the Facilities Lease Agreement, which was extended in November 1999
    beyond its original expiration date of December 31, 1999, Lease I pays
    annual base rent for the use of all of the Facilities in the aggregate
    amount of $6,364,800. Lease I also pays variable rent, on a quarterly basis,
    for each facility in an amount equal to 40% of the excess of aggregate total
    revenues for the Senior Housing Facilities, on an annualized basis, over
    $16,996,000. Variable rental income related to fiscal years 1999 and 1998
    was $1,164,000 and $894,000, respectively.


                                      F-16

<PAGE>


                             ILM SENIOR LIVING, INC.
             Notes to Consolidated Financial Statements (continued)
                                 August 31, 1999

4.  OPERATING INVESTMENT PROPERTIES SUBJECT TO FACILITIES LEASE AGREEMENT
    (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 (in
    thousands), of Lease I are as follows:

<TABLE>
<CAPTION>

     ASSETS                                        1999             1998
                                                 --------          -------
<S>                                               <C>              <C>
     Current assets                               $ 1,447          $ 2,225
     Furniture, fixtures, and equipment, net          356              609
     Other assets                                      92              364
                                                 --------          -------
                                                  $ 1,895          $ 3,198
                                                 --------          -------
                                                 --------          -------

     LIABILITIES AND SHAREHOLDERS' EQUITY
     Current liabilities                          $ 1,370          $ 2,756
     Other liabilities                                 12               49
     Shareholders' equity                             513              393
                                                 --------          -------
                                                  $ 1,895          $ 3,198
                                                 --------          -------
                                                 --------          -------

     STATEMENT OF OPERATIONS
     Revenues                                     $19,923          $19,294

     Operating expenses                            19,530           19,729
     Income tax expense (benefit)                    (273)             (54)
                                                 --------          -------
     Net income (loss)                            $   120          $  (381)
                                                 --------          -------
                                                 --------          -------

</TABLE>


5.  LEGAL PROCEEDINGS AND CONTINGENCIES

    TERMINATION OF MANAGEMENT CONTRACT WITH AHC

         On July 29, 1996, Lease I and ILM Holding ("the Companies") terminated
    a property management agreement with AHC covering the eight Senior Housing
    Facilities leased by Lease I from ILM Holding Companies. The management
    agreement was terminated for cause pursuant to Sections 1.05 (a) (i), (iii)
    and (iv) of the agreement. 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 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 Holding. The
    counterclaim alleged that the management agreement was wrongfully terminated
    for cause and requested damages which included the payment of a termination
    fee in the amount of $1,250,000, payment of management fees pursuant to the
    contract 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.


                                      F-17

<PAGE>


                             ILM SENIOR LIVING, INC.
             Notes to Consolidated Financial Statements (continued)
                                 August 31, 1999

5.  LEGAL PROCEEDINGS AND CONTINGENCIES (CONTINUED)

         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 II 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 II, 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
    Cohen, who, through July 28, 1998 was President, Chief Executive Officer and
    a 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 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 SENIOR LIVING, INC.
             Notes to Consolidated Financial Statements (continued)
                                 August 31, 1999

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 II in the Supreme Court of the State of New York,
    County of New York naming the Company, ILM II 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 II, diverting
    certain of their assets. The complaint sought compensatory damages in an
    unspecified amount, punitive damages, the judicial dissolution of the
    Company and ILM II, 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
    II 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 SENIOR LIVING, INC.
             Notes to Consolidated Financial Statements (continued)
                                 August 31, 1999

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 is not consummated and if the Company and ILM II enter into
    a transaction having similar effect to the merger with a third party, then
    the company and ILM II 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 $24.5 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 at 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 $2.1 million. Loan origination
    fees of $272,000 were paid in connection with this loan facility and are
    being amortized over the term 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 $1,598,000,
    was paid to the Shareholders of record as of September 30, 1999.


                                      F-20

<PAGE>


                             ILM SENIOR LIVING, INC.
                   Notes to Consolidated Financial Statements
                                 August 31, 1999

Schedule III - Real Estate and Accumulated Depreciation

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


<TABLE>
<CAPTION>

                                                        Costs
                                                    Capitalized
                                   Initial Cost to    (Removed            Gross Amount at Which Carried
                                      ILM (2)      Subsequent to)                  At End of Year
                                ------------------ Acquisition of ----------------------------------------------
                                                     Buildings &           Buildings &      Unamortized              Accumulated
                 Encumbrances          Buildings &  Improvements          Improvements     Mortgage Fees             Depreciation
Description          (1)        Land  Improvements      (3)       Land        (5)               (5)       Total           (5)
-----------      -------------- ----  ------------  ------------- ----  --------------- ----------------  ------  ---------------
<S>                 <C>         <C>     <C>          <C>           <C>       <C>            <C>             <C>         <C>
CONGREGATE CARE FACILITIES:

East Lansing,
Michigan            $ 8,950     $  422  $ 9,251      $ (2,881)     $  558    $ 6,138        $  345           $7,041     $ (2,042)

Winston-Salem,
North Carolina        5,750        520    8,883        (3,881)        337      4,855           336           5,528        (1,938)

Raleigh,
North Carolina        8,350      1,021   10,992        (3,414)      1,378      7,455           429           9,262        (2,210)

Peoria,
Illinois              8,350       524    10,867        (2,831)        492      7,736           408           8,636        (2,173)

Omaha,
Nebraska              8,200       430     8,092           521       1,029      8,315           305           9,649        (2,136)

Wichita,
Kansas                8,350       388     5,381           174         367      5,379           207           5,953        (1,716)

Hot Springs,
Arkansas              5,350       290     3,187          (736)        361      2,339           125           2,825          (781)

Santa Barbara,
California            1,698       387     1,086           (63)        399        928           101           1,428          (421)
                    -------    ------   -------      --------      ------    -------        ------         -------      --------
                    $54,998    $3,982   $57,739      $(13,111)     $4,921    $43,145        $2,256         $50,322      $(13,417)
                    -------    ------   -------      --------      ------    -------        ------         -------      --------
                    -------    ------   -------      --------      ------    -------        ------         -------      --------

<CAPTION>

                                                              Life on
                                                               Which
                                                            Depreciation
                                                              in Latest
                                                               Income
                  Accumulated        Date of      Date        Statement
                 Amortization(5)  Construction  acquired     is Computed
                 ---------------  ------------  --------    ------------
<S>                 <C>               <C>       <C>            <C>
East Lansing,

Michigan            $(350)            1989       6/29/89       5-40 yrs.

Winston-Salem,
North Carolina       (339)            1989       6/29/89       5-40 yrs.

Raleigh,
North Carolina       (412)            1991       4/29/91       5-40 yrs.

Peoria,
Illinois             (389)            1990      11/30/90       5-40 yrs.

Omaha,
Nebraska             (292)            1985       2/14/90       5-40 yrs.

Wichita,
Kansas               (198)            1985       2/14/90       5-40 yrs.

Hot Springs,
Arkansas             (111)            1987      12/14/90       5-40 yrs.

Santa Barbara,
California            (72)            1979       7/13/92       5-40 yrs.
                  -------
                  $(2,163)
                  -------
                  -------

</TABLE>


(1)      Encumbrances represent first mortgage loans between ILM 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 and costs incurred
         relating to capitalized interest.

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

(4)      The aggregate cost of real estate owned at August 31, 1999 for Federal
         income tax purposes is approximately $57,621,000.

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

<TABLE>
<CAPTION>

                                                                       1999      1998      1997
                                                                      -------   -------   -------
<S>                                                                   <C>       <C>       <C>
(5) Reconciliation of real estate owned:

    Balance at beginning of period                                    $50,138   $49,143   $48,610
     Acquisitions and improvements - year ended 8/31/99                   184        --        --
     Acquisitions and improvements - year ended 8/31/98                    --       995        --
     Acquisitions and improvements - year  ended 8/31/97                   --        --       533
                                                                      -------   -------   -------
    Balance at end of period                                          $50,322   $50,138   $49,143
                                                                      -------   -------   -------
                                                                      -------   -------   -------

(6) Reconciliation of accumulated depreciation and amortization:

    Balance at beginning of period                                   $14,069    $12,556   $11,048
     Depreciation and amortization expense - year ended 8/31/99        1,511         --        --
     Depreciation and amortization expense - year ended 8/31/98           --      1,513        --
     Depreciation and amortization expense - year ended 8/31/97           --         --     1,508
                                                                      -------   -------   -------
    Balance at end of period                                         $15,580    $14,069   $12,556
                                                                      -------   -------   -------
                                                                      -------   -------   -------

</TABLE>


                                      F-22