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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 Report (Date of earliest event reported): September 30, 1998
Capital Senior Living Corporation
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(Exact name of registrant as specified in its charter)
Delaware 1-17445 75-2678809
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(State or other jurisdiction of (Commission File (IRS Employer
incorporation) Number Identification No.)
14160 Dallas Parkway, Suite 300, Dallas, Texas 75240
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (972) 770-5600
(Not Applicable)
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
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On September 30, 1998, Capital Senior Living Corporation (the
"Company"), through Capital Senior Living Properties 2 - NHPCT, Inc.
("Purchaser"), an indirect wholly-owned subsidiary, completed the acquisition of
four senior living communities from NHP Retirement Housing Partners I Limited
Partnership ("NHP") for cash consideration of $40,650,000, pursuant to the terms
of the Asset Purchase Agreement, attached hereto as Exhibit 2.1, dated as of
July 24, 1998, by and between NHP and Capital Senior Living Properties, Inc. The
funds for the transaction were provided from working capital of the Company and
from the proceeds of a loan pursuant to the terms of the Loan Agreement,
attached hereto as Exhibit 2.3, dated as of September 30, 1998, by and between
Purchaser and Lehman Brothers Holdings Inc. d/b/a Lehman Capital, a division of
Lehman Brothers Holdings Inc.
The senior living communities acquired by the Company are The Atrium of
Carmichael in Carmichael, California; Crosswoods Oaks in Citrus Heights,
California; The Heatherwood in Southfield, Michigan; and The Veranda Club in
Boca Raton, Florida. Capital Senior Living, Inc. ("CSL"), a subsidiary of the
Company, has operated these communities under a long-term management contract
since 1992. The purchase price for the properties was determined by
independent appraisal. Personnel working at the property sites and certain home
office personnel who perform services for NHP are employees of CSL. NHP
reimburses CSL for the salaries, related benefits, and overhead reimbursements
of such personnel. Capital Realty Group Brokerage, Inc., a company wholly-owned
by Messrs. Jeffrey L. Beck and James A. Stroud, the Chief Executive and Chief
Operating Officers of the Company, respectively, received a brokerage fee of
$1,219,500 related to this transaction, which was paid by NHP.
Item 7. Financial Statements and Exhibits
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(a) Financial Statements of business acquired.
The financial statements required are not included in this
Form 8-K Current Report, but will be filed not later than
seventy-five days after the date of this Form 8-K Current
Report.
(b) Pro forma financial information.
The pro forma financial statements required are not included
in this Form 8-K Current Report, but will be filed not later
than seventy-five days after the date of this Form 8-K
Current Report.
(c) Exhibits.
2.1 Asset Purchase Agreement, dated as of July 24, 1998, by and
between Capital Senior Living Properties, Inc. and NHP
Retirement Housing Partners I Limited Partnership.
2.2 Assignment and Amendment to Asset Purchase Agreement,
effective as of September 29, 1998, by and among NHP
Retirement Housing Partners I Limited
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Partnership, Capital Senior Living Properties, Inc., and
Capital Senior Living Properties 2 - NHPCT, Inc.
2.3 Loan Agreement, dated as of September 30, 1998, by and between
Capital Senior Living Properties 2 - NHPCT, Inc. and Lehman
Brothers Holdings Inc. d/b/a Lehman Capital, a division of
Lehman Brothers Holdings Inc.
99.1 Press Release, dated October 5, 1998.
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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.
CAPITAL SENIOR LIVING CORPORATION
(Registrant)
Date: October 15, 1998
By: /s/ Lawrence A. Cohen
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Lawrence A. Cohen
Chief Financial Officer
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EXHIBIT INDEX
Sequentially
Exhibit No. Exhibit Description Numbered Page
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2.1 Asset Purchase Agreement, dated as of July 24, 1998,
by and between Capital Senior Living Properties, Inc.
and NHP Retirement Housing Partners I Limited
Partnership.
2.2 Assignment and Amendment to Asset Purchase
Agreement, effective as of September 29, 1998,
by and among NHP Retirement Housing Partners
I Limited Partnership, Capital Senior Living
Properties, Inc., and Capital Senior Living Properties
2 - NHPCT, Inc.
2.3 Loan Agreement, dated as of September 30, 1998, by
and between Capital Senior Living Properties 2 - NHPCT,
Inc. and Lehman Brothers Holdings Inc. d/b/a Lehman
Capital, a division of Lehman Brothers Holdings Inc.
99.1 Press Release, dated October 5, 1998
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