EXHIBIT 99(a)(3)
ILM II SENIOR LIVING, INC.
REDWOOD INVESTORS, LLC
June 4, 1998
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OFFER TO PURCHASE
ILM II SENIOR LIVING, INC. SHARES
FOR
$7.00 CASH PER SHARE
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Redwood Investors, LLC ("Redwood") does hereby offer to Purchase your shares
of common stock $.01 par value ("Shares") in ILM II 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.
REDWOOD IS NOT AN AFFILIATE OF THE COMPANY
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 Xxxxxxx has been
admitted as a Shareholder of record.
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
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0000 XXXXX XXXXXX XXXXX, XXXXX 000 - XXX XXXXX, XX 00000 - (000) 000-0000 -
FACSIMILE (000) 000-0000
ILM II SENIOR LIVING, INC.
$200 or an average of 6 percent. If you sell to Redwood, you will NOT pay
any selling commission.
AN AGREEMENT OF SALE IS ENCLOSED WHICH YOU MUST PROPERLY COMPLETE AND DULY
EXECUTE IN ACCORDANCE WITH THE INSTRUCTIONS AND RETURN TO REDWOOD.
NO TRANSFER FEE
Xxxxxxx will be responsible for paying the $50 transfer fee.
THE OFFER IS FOR 500,000 SHARES, REPRESENTING APPROXIMATELY 9.65 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 500,000 SHARES ARE VALIDLY TENDERED TO REDWOOD, WE WILL ACCEPT UP
TO 500,000 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 July 15, 1998
unless extended.
For questions or assistance in completing the Agreement of Sale, please call
Xxxxx Capital at (000) 000-0000.
REDWOOD INVESTORS, LLC
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0000 XXXXX XXXXXX XXXXX, XXXXX 000 - XXX XXXXX, XX 00000 - (000) 000-0000 -
FACSIMILE (000) 000-0000
