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: October 19, 1999
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 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.
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On October 19, 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"), and ILM Senior Living, Inc., a Virginia
finite-life corporation ("ILM"), entered into an Amended and Restated Agreement
and Plan of Merger (the "Amended and Restated Merger Agreement"), pursuant to
which ILM will merge with and into Merger Sub (the "Merger"). The Amended and
Restated Merger Agreement amends and restates 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 Amended and Restated Merger Agreement is $97,018,000.
As a result of the Merger, each outstanding share of the common stock of ILM
will be converted into the right to receive $12.901158 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 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
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1. Amended and Restated Agreement and Plan of Merger,
dated as of October 19, 1999, by and among Capital
Senior Living Corporation, Capital Senior Living
Acquisition, LLC and ILM 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: October 22, 1999
CAPITAL SENIOR LIVING CORPORATION
By: /s/ James A. Stroud
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Name: James A. Stroud
Title: Chairman
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EXHIBIT INDEX
Sequentially
Exhibit Numbered
No. Exhibit Description Page
1. Amended and Restated Agreement and Plan of Merger, dated
as of October 19, 1999, by and among Capital Senior
Living Corporation, Capital Senior Living Acquisition,
LLC and ILM Senior Living, Inc.
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