SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 1, 2002
FIVE STAR QUALITY CARE, INC.
(Exact name of registrant as specified in charter)
Maryland 001-16817 04-3516029
(State or other jurisdiction (Commission (I.R.S. employer
of incorporation) file number) identification number)
400 Centre Street, Newton, Massachusetts 02458
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: 617-796-8387
Item 2. Acquisition or Disposition of Assets.
On April 1, 2002, Five Star Quality Care, Inc. (the "Company"), ILM II
Senior Living, Inc. and ILM II Holding, Inc. completed the transactions
contemplated by their Sale-Purchase Agreement dated January 23, 2002, as amended
by the First Amendment to Sale-Purchase Agreement dated February 22, 2002 and
the Second Amendment to Sale-Purchase Agreement dated March 1, 2002.
Subsidiaries of the Company acquired five senior living communities for
$45.5 million, funded by the Company's cash on hand, including the proceeds of
its $26.8 million March 2002 public offering of shares of common stock. These
five communities contain 704 living units, including 531 independent living
apartments and 173 assisted living suites. The Company intends to continue to
operate these communities as senior living communities.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements. The financial statements required by
Item 7(a) are omitted pursuant to General Instruction B.3 to
Form 8-K. The financial statements required by Item 7(a) have
been previously reported by Five Star Quality Care, Inc. in
its Registration Statement on Form S-1 (File No. 333-83648).
(b) Pro Forma Financial Information. The pro forma financial
information required by Item 7(b) is omitted pursuant to
General Instruction B.3 to Form 8-K. The pro forma financial
information required by Item 7(b) has been previously reported
by Five Star Quality Care, Inc. in its Registration Statement
on Form S- 1 (File No. 333-83648).
(c) Exhibits.
2.1 Sale-Purchase Agreement among ILM II Senior Living, Inc., ILM II
Holding, Inc. and Five Star Quality Care, Inc., dated January 23, 2002
(Incorporated by reference to Exhibit 2.3 to Five Star Quality Care,
Inc.'s Registration Statement on Form S-1, File No. 333-83648).
2.2 First Amendment to Sale-Purchase Agreement among ILM II Senior Living,
Inc., ILM II Holding, Inc. and Five Star Quality Care, Inc., dated
February 22, 2002 (Incorporated by reference to Exhibit 2.4 to Five
Star Quality Care, Inc.'s Registration Statement on Form S-1, File No.
333-83648).
2.3 Second Amendment to Sale-Purchase Agreement among ILM II Senior Living,
Inc., ILM II Holding, Inc. and Five Star Quality Care, Inc., dated
March 1, 2002 (Incorporated by reference to Exhibit 2.5 to Five Star
Quality Care, Inc.'s Registration Statement on Form S-1, File No.
333-83648).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FIVE STAR QUALITY CARE, INC.
By: /s/ Bruce J. Mackey Jr.
Name: Bruce J. Mackey Jr.
Title: Treasurer and Chief Financial
Officer
Date: April 11, 2002