SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Earliest Event Reported: April 18, 2000
CAPITAL SENIOR LIVING CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-17445 75-2678809
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
14160 Dallas Parkway, Suite 300
Dallas, Texas 75240
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (972) 770-5600
4
ITEM 5. OTHER EVENTS.
On April 18, 2000, Capital Senior Living Corporation, a Delaware
corporation ("Capital Senior Living"), Capital Senior Living Acquisition, LLC, a
Delaware limited liability company and direct wholly-owned subsidiary of Capital
Senior Living ("Merger Sub"), and ILM Senior Living, Inc., a Virginia
finite-life corporation ("ILM"), entered into a First Amendment to Amended and
Restated Agreement and Plan of Merger (the AFirst Amendment to Amended and
Restated Merger Agreement@), pursuant to which ILM will merge with and into
Merger Sub (the "Merger"). The First Amendment to Amended and Restated Merger
Agreement amends that certain Amended and Restated Agreement and Plan of Merger,
dated as of October 19, 1999, which had amended and restated that certain
Agreement and Plan of Merger, dated as of February 7, 1999, by and among Capital
Senior Living, Merger Sub, ILM and Capital Senior Living Trust I, a grantor
trust established and existing under the laws of Delaware, all of whose
beneficial interests are held by Capital Senior Living. The aggregate value of
the consideration to be paid in the Merger pursuant to the First Amendment to
Amended and Restated Merger Agreement is $87,429,000. As a result of the Merger,
each outstanding share of the common stock of ILM will be converted into the
right to receive approximately $11.63 in cash. The Merger is conditioned upon,
among other things, approval of the Merger by holders of two-thirds of the
outstanding common stock of ILM, and upon other customary conditions. The First
Amendment to Amended and Restated Merger Agreement is attached as Exhibit 1
hereto and its terms are incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
1. First Amendment to Amended and Restated Agreement and
Plan of Merger, dated as of April 18, 2000, by and
among Capital Senior Living Corporation, Capital
Senior Living Acquisition, LLC and ILM Senior Living,
Inc.
SIGNATURE
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, thereunto duly authorized.
Dated: May 8, 2000
CAPITAL SENIOR LIVING CORPORATION
By: /s/ James A. Stroud
--------------------------------
Name: James A. Stroud
Title: Chairman
EXHIBIT INDEX
Exhibit
No. Exhibit Description
1 First Amendment to Amended and Restated Agreement and Plan
of Merger, dated as of April 18, 2000, by and among Capital
Senior Living Corporation, Capital Senior Living
Acquisition, LLC and ILM Senior Living, Inc.