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 Earliest Event Reported: February 7, 1999
CAPITAL SENIOR LIVING CORPORATION
(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 Number) (IRS Employer
incorporation or organization) 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
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ITEM 5. OTHER EVENTS.
On February 7, 1999, 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"), 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 ("Trust"), and ILM II Senior Living,
Inc., a Virginia finite-life corporation ("ILM II"), entered into an Agreement
and Plan of Merger (the "Merger Agreement"), pursuant to which ILM II will merge
with and into Merger Sub (the "Merger"). The aggregate value of the
consideration to be paid in the Merger is $74,110,000. As a result of the
Merger, each outstanding share of the common stock of ILM II will be exchanged
for merger consideration of approximately $14.30, consisting of: (a) cash, or
(b) shares of 8% Convertible Trust Preferred Stock of the Trust, which have a
liquidation value of $25 per share and are initially convertible into 1.5686
shares of Capital Senior Living common stock, or (c) a combination of cash and
shares of Convertible Trust Preferred Stock of the Trust, subject to adjustments
which provide that 65% of the aggregate merger consideration shall be paid in
cash and 35% of the aggregate merger consideration shall be paid in shares of
Convertible Trust Preferred Stock of the Trust. No fractional shares will be
issued in the Merger; instead, holders of ILM II common stock will receive an
amount in cash equal to $12.75 multiplied by the fractional share interest to
which such holder would otherwise be entitled. The Merger is conditioned upon,
among other things, approval of the Merger by holders of two-thirds of the
outstanding common stock of ILM II, approval of an amendment to Capital Senior
Living's certificate of incorporation by holders of two-thirds of the
outstanding shares of common stock of Capital Senior Living, and upon other
customary conditions. The Merger Agreement is attached as Exhibit 1 hereto and
its terms are incorporated herein by reference.
A copy of the Press Release, dated February 8, 1999, issued by Capital
Senior Living relating to the Merger is attached as Exhibit 2 hereto and is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
1. Agreement and Plan of Merger, dated as of February 7,
1999, by and among Capital Senior Living Corporation,
Capital Senior Living Acquisition, LLC, Capital Senior
Living Trust I and ILM II Senior Living, Inc.
2. Press Release, dated February 8, 1999, relating to
transactions between Capital Senior Living Corporation,
Capital Senior Living Acquisition, LLC, Capital Senior
Living Trust I and ILM II Senior Living, Inc.
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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: February 22, 1999
CAPITAL SENIOR LIVING CORPORATION
By:/s/Lawrence A. Cohen
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Name: Lawrence A. Cohen
Title: Chief Financial Officer
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EXHIBIT INDEX
Sequentially
Exhibit Numbered
No. Exhibit Description Page
1. Agreement and Plan of Merger, dated as of February 7,
1999, by and among Capital Senior Living Corporation,
Capital Senior Living Acquisition, LLC, Capital Senior
Living Trust I and ILM II Senior Living, Inc.
2. Press Release, dated February 8, 1999, relating to
transactions between Capital Senior Living Corporation,
Capital Senior Living Acquisition, LLC, Capital Senior
Living Trust I and ILM II Senior Living, Inc.
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