EXHIBIT 99(a)(6)
ILM SENIOR LIVING, INC.
REDWOOD INVESTORS, LLC
August 12, 1998
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OFFER TO PURCHASE
ILM SENIOR LIVING, INC. SHARES
FOR
$7.00 CASH PER SHARE
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REDWOOD IS NOT AN AFFILIATE OF THE COMPANY
Redwood Investors, LLC ("Redwood") does hereby offer to Purchase your shares of
common stock $.01 par value ("Shares") in ILM Senior Living, Inc. (the
"Company") subject to the terms and conditions in the Offer to Purchase and the
Agreement of Sale (which together constitute the "Offer") and which are enclosed
with this letter. IT IS IMPORTANT THAT YOU TAKE SOME TIME TO READ CAREFULLY THE
ENCLOSED OFFER AND OTHER ACCOMPANYING MATERIALS IN ORDER TO EVALUATE THE OFFER
BEING MADE BY THE PURCHASER.
SPECIAL FACTORS
Before selling your Shares to Redwood, please consider the Special Factors
set forth on page 1 "Introduction" of the Offer.
PURCHASE PRICE-ILLIQUID MARKET
When you consider that there is no active market where the Company's Shares
are traded, but only an illiquid market (which is essentially nothing more
than a "matching service" that attempts to bring buyers and sellers
together), the cost of selling commissions, payment of the transfer fee,
your annual cost of tax reporting, and the cost of a trustee if Shares are
held in an IRA or pension plan, the sale of your Shares to Redwood may be a
good choice for you.
RESTRUCTURING ALTERNATIVES
In its Form 10-K Annual Report filed with the Securities and Exchange
Commission for the period ending August 31, 1997, the Company disclosed
that it is "continuing to review various restructuring alternatives that
could further increase shareholder value and liquidity." WHEN YOU CONSIDER
HOW LONG THIS REVIEW AND RESTRUCTURING HAS BEEN CONTINUING, RECEIVING CASH
FOR YOUR SHARES NOW MAY BE A BETTER ALTERNATIVE FOR YOU.
CASH PAYMENT OF THE PURCHASE AMOUNT
A cash payment for your Shares will be made to you following the Expiration
Date and within 5 business days of written notice that Redwood has been
admitted as a Shareholder of record.
AN AGREEMENT OF SALE IS ENCLOSED WHICH YOU MUST PROPERLY COMPLETE AND DULY
EXECUTE IN ACCORDANCE WITH THE INSTRUCTIONS AND RETURN TO REDWOOD.
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1650 HOTEL CIRCLE NORTH, SITE 200 - SAN DIEGO, CA 92108
(000) 000-0000 - FACSIMILE (000) 000-0000
ILM SENIOR LIVING, INC.
NO SELLING COMMISSION WHEN SELLING TO REDWOOD
Shares sold in the informal market "matching service" usually require
payment of a selling commission of the greater of $200 or an average of 6
percent. If you sell to Redwood, you will NOT pay any selling commission.
NO TRANSFER FEE
Redwood will be responsible for paying the $50 transfer fee.
THE OFFER IS FOR 75,000 SHARES, REPRESENTING APPROXIMATELY 1 PERCENT OF THE
SHARES OUTSTANDING AS OF THE DATE OF THE OFFER. THE OFFER TO PURCHASE IS NOT
CONDITIONED UPON THE VALID TENDER OF ANY MINIMUM NUMBER OF SHARES. IF MORE THAN
75,000 SHARES ARE VALIDLY TENDERED TO REDWOOD, WE WILL ACCEPT UP TO 75,000
SHARES, ON A PRO RATA BASIS, SUBJECT TO THE TERMS AND CONDITIONS IN THE OFFER.
YOU MAY TENDER ANY OR ALL SHARES WHICH YOU OWN.
If you wish to sell some or all of your Shares, all you need to do is complete
the Agreement of Sale and return it to Redwood in the pre-addressed return
envelope.
This Offer will expire at 12:00 midnight, Pacific Time, on AUGUST 28, 1998
unless extended.
For questions or assistance in completing the Agreement of Sale, please call
Xxxxx Capital at (000) 000-0000.
REDWOOD INVESTORS, LLC
ILM SENIOR LIVING, INC.
AGREEMENT OF SALE
The undersigned Shareholder (the "Seller") does hereby sell, assign,
transfer, convey and deliver (the "Sale") to Redwood Investors, LLC, a
Delaware limited liability company ("Redwood" or the "Purchaser"), all of the
Seller's right, title and interest in shares of common stock $.01 par value
("Shares") in ILM Senior Living, Inc. (the "Company") being sold pursuant to
this Agreement of Sale ("Agreement") and the Offer dated May 26, 1998 (the
"Offer") for a purchase price of $7.00 per Share, less the amount of any
dividends or other distributions declared or paid from any source by the
Company with respect to the Shares after May 1, 1998 without regard to the
record date or whether such dividends or other distributions are classified
as a return on, or a return of, capital. Included in the definition of
"Shares" are any and all rights associated with Seller's Shares, including,
without limitation, any rights of such Seller in any proceeds from the
settlement after May 1, 1998, of any class action lawsuit by the Shareholders
of the Company, which lawsuit relates to the Company. Cash payment will be
made after the Expiration Date and within 5 business days of written
confirmation that Redwood has been admitted as a Shareholder of record for
the Shares being purchased.
The Seller hereby represents and warrants to the Purchaser that the Seller
owns such Shares and has full power and authority to validly sell, assign,
transfer, convey, and deliver to the Purchaser such Shares, and that when any
such Shares are accepted for payment by the Purchaser, the Purchaser will
acquire good, marketable and unencumbered title thereto, free and clear of
all options, liens, restrictions, charges, encumbrances, conditional sales
agreements, or other obligations relating to the sale or transfer thereof,
and such Shares will not be subject to any adverse claim. The Seller further
represents and warrants that the Seller is a "United States person" as
defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as
amended, or if the Seller is not a United States person, the Seller does not
own beneficially or of record more than 5 percent of the outstanding Shares.
Such Sale shall include, without limitation, all rights in, and claims to,
any Company profits and losses, cash dividends or other distributions, voting
rights and other benefits of any nature whatsoever, distributable or
allocable to such Shares under the Articles of Incorporation and Bylaws. Upon
the execution of this Agreement by the Seller, Purchaser shall have the right
to receive all benefits and cash dividends or other distributions and
otherwise exercise all rights of beneficial ownership of such Shares.
Seller, by executing this Agreement, hereby irrevocably constitutes and
appoints Purchaser as its true and lawful agent and attorney-in-fact with
respect to the Shares with full power of substitution. This power of
attorney is an irrevocable power, coupled with an interest of the Seller to
Purchaser, to (i) execute, swear to, acknowledge, and file any document
relating to the transfer of the ownership of the Shares on the books of the
Company that are maintained with respect to the Shares and on the Company's
books maintained by the Company, or amend the books and records of the
Company as necessary or appropriate for the Purchaser to become the
Shareholder of record with respect to Xxxxxx's Shares, (ii) vote or act in
such manner as any such attorney-in-fact shall, in its sole discretion, deem
proper with respect to the Shares, (iii) deliver the Shares and transfer
ownership of the Shares on the books of the Company that are maintained with
respect to the Shares and on the Company's books, maintained by the Company,
(iv) endorse on the Seller's behalf any and all payments received by
Purchaser from the Company for any period on or after May 1, 1998, which are
made payable to the Seller, in favor of Purchaser, (v) execute on the
Seller's behalf, any applications for transfer and any distribution
allocation agreements required by the National Association of Securities
Dealers, Inc.'s Notice to Members 96-14 to give effect to the transaction
contemplated by this Agreement, and (vi) receive all benefits and dividends
or other distributions and amend the books and records of the Company,
including Xxxxxx's address and record, to direct dividends or other
distributions to Purchaser as of the effective date of this Agreement and
otherwise exercise all rights of beneficial owner of the Shares. Purchaser
shall not be required to post bond of any nature in connection with this
power of attorney.
Seller and Purchaser do hereby release and discharge the Company and its
affiliates and each of their respective officers, directors, shareholders,
employees, and agents from all actions, causes of actions, claims or demands
Seller or Purchaser have, or may have, against any such person that result
from such party's reliance on this Agreement or any of the terms and
conditions contained herein. Seller and Purchaser do hereby indemnify and
hold harmless the Company and its affiliates and each of their respective
officers, directors, shareholders, employees, and agents from and against all
claims, demands, damages, losses, obligations, and responsibilities arising,
directly or indirectly, out of a breach of any one or more of their
respective representations and warranties set forth herein.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the Seller and any obligations of the Seller shall be
binding upon the heirs, personal representatives, successors and assigns of
the undersigned. Upon request, the Seller will execute and deliver any
additional documents deemed by the Purchaser or the Company to be necessary
or desirable to complete the assignment, transfer and purchase of such
Shares. Redwood reserves the right to amend or extend the offer at any time
without further notice to the Shareholders.
The Seller hereby certifies, under penalties of perjury, that (i) the tax
identification number shown on this form is the Seller's correct Taxpayer
Identification Number; and (ii) Seller is not subject to backup withholding
either because Seller has not been notified by the Internal Revenue Service
(the "IRS") that Seller is subject to backup withholding as a result of
failure to report all interest or dividends, or the IRS has notified Seller
that Seller is no longer subject to backup withholding.
The Seller hereby also certifies, under penalties of perjury, that the
Seller, if an individual, is not a nonresident alien for purposes of U.S.
income taxation, and if not an individual, is not a foreign corporation,
foreign partnership, foreign trust, or foreign estate (as those terms are
defined in the Internal Revenue Code and Income Tax Regulations). The Seller
understands that this certification may be disclosed to the IRS by the
Purchaser and that any false statements contained herein could be punished by
fine, imprisonment, or both.
This Agreement shall be governed by and construed in accordance with the laws
of the State of California. Seller waives any claim that California or the
Southern District of California is an inconvenient forum, and waives any
right to trial by jury.
The undersigned Seller (including any joint owner(s)) owns and wishes to
assign the number of Shares set forth below. By its own or its Authorized
Signatory's signature below, the Seller hereby assigns its entire right,
title and interest to the Shares to the Purchaser.
By executing this Agreement the Seller hereby acknowledges to the Company
that the Seller desires to have Purchaser become the Shareholder of record as
to the Shares referenced herein and hereby directs the Company to take all
such actions as are necessary to accomplish such transfer, and appoints the
Company the agent and attorney-in-fact of the Shareholder, to execute, swear
to, acknowledge and file any document or amend the books and records of the
Company as necessary or appropriate for the Purchaser to becom the
Shareholder of record.
ILM SENIOR LIVING, INC.
IN WITNESS WHEREOF the Shareholder has executed, or caused its Authorized
Signatory to execute, this Agreement.
Print Name of Shareholder
(as it appears on the investment)______________________________________________
Print Name and Capacity of Authorized Signatory (if other than above)__________
__________________________________ __________________________________
Seller's Signature Joint Seller's Signature
MEDALLION GUARANTEE MEDALLION GUARANTEE
(Medallion Guarantee for each Seller's (Medallion Guarantee for each
signature) Seller's signature)
__________ Home Telephone Number --------------------------------------
__________ Office Telephone Number ---- FOR INTERNAL USE ONLY ----
__________ Mailing Address ACCEPTED:
REDWOOD INVESTORS, LLC
__________ City, State, Zip Code By: Its Manager, Xxxxx Capital, LLC
__________ State of Residence By:_________________________________
__________ Social Security/Tax ID No. ---------------------------------------
You must mail executed original and all Share
certificates, if any, to Purchaser:
__________ Date Redwood Investors, LLC
0000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000
$7.00 Sales Price per Share San Diego, California 92108
__________
____ Number of Shares to be sold
OR
/ / Check here if you wish to sell ALL your Shares
Please call us at (000) 000-0000 if you have any questions
regarding the sale of your Shares.
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INSTRUCTIONS TO COMPLETE AGREEMENT OF SALE
All signatures must be Medallion Guaranteed
BENEFICIAL OWNER OF RECORD SHOULD:
1. Complete and Sign Agreement.
2. Have your signature Medallion Guaranteed by your Bank or Broker.
3. Indicate Number of Shares Owned and/or To Be Sold.
4. Return Agreement in Envelope Provided.
JOINT OWNERSHIP
Please have all owners of record sign Agreement, and
separately Medallion Guarantee each signature.
IRA/XXXXX
1. Beneficial owner must sign Agreement.
2. Provide Custodian information. (i.e. Name, Company Name, Address,
Phone No. and Account No.)
3. Redwood will obtain the Medallion Guarantee of Custodian Signature.
DEATH
If any owner is deceased, please enclose a certified copy of
Death Certificate. If Ownership is OTHER than Joint Tenants
With Right of Survivorship, please provide Letter of
Testamentary or Administration current within 60 days
showing your beneficial ownership or executor capacity (in
addition to copy of Death Certificate).
CORPORATION
Corporate resolution required showing authorized signatory.
TRUST, PROFIT SHARING OR PENSION PLAN
Please provide title, signature, and other applicable pages of
Trust Agreement showing authorized signatory.
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