-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BRjuYnwk2YcnnkFK/mmifobW2aVf0E9N18yEiQDQGQsBkFw4mlh9s0DkWv+HYhhl jlaOGKXEcoG+oO+uA3MTuQ== 0000899078-04-000800.txt : 20041210 0000899078-04-000800.hdr.sgml : 20041210 20041210163153 ACCESSION NUMBER: 0000899078-04-000800 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041206 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041210 DATE AS OF CHANGE: 20041210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL SENIOR LIVING CORP CENTRAL INDEX KEY: 0001043000 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-NURSING & PERSONAL CARE FACILITIES [8050] IRS NUMBER: 752678809 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13445 FILM NUMBER: 041196725 BUSINESS ADDRESS: STREET 1: 14160 DALLAS PKWY STREET 2: STE 300 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 9727705600 MAIL ADDRESS: STREET 1: 14160 DALLAS PKWY STREET 2: STE 300 CITY: DALLAS STATE: TX ZIP: 75240 8-K 1 dec2004-8k.txt FORM 8-K DATED DECEMBER 6, 2004 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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) December 6, 2004 ----------------------------- Capital Senior Living Corporation - ------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware - ------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 1-13445 75-2678809 - ------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 14160 Dallas Parkway Suite 300 Dallas Texas 75254 - ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (972) 770-5600 - ------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) - ------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 8.01 Other Events. Triad I On December 6, 2004, certain subsidiaries of Capital Senior Living Corporation (together with all of its subsidiaries, the "Company") entered into agreements pursuant to which the Company acquired all outstanding partnership interests owned by unrelated parties in Triad Senior Living I, L.P. ("Triad I"). These transactions were dated effective as of November 30, 2004. Triad I owns five Waterford senior living communities, located in Shreveport, Louisiana, Mesquite, Texas, Fort Worth, Texas and two in San Antonio, Texas, as well as two assisted living expansions in Canton, Ohio and Merrillville, Indiana. Before these transactions, the Company had owned 1% of Triad I. The Company acquired the outstanding interests in Triad I in two separate transactions. In the first transaction, the Company acquired an 80% limited partnership interest from LB Triad Inc., an affiliate of Lehman Brothers ("Lehman"). Consideration paid by the Company to Lehman for this acquisition was $4,000,000 cash and a promissory note. The note is non-interest bearing and has a term of 5 years. The note provides for payment in full of $3,500,000 if paid before November 29, 2008, $4,250,000 if paid before November 29, 2009, or $5,000,000 if paid on November 30, 2009. As part of the transaction, the Company and Lehman executed mutual releases related to Triad I. In the second transaction, the Company acquired a 1% general partner interest and an 18% limited partner interest from Triad Senior Living, Inc., an unrelated third party in exchange for a note owed by Triad Senior Living, Inc. to the Company. The Company will continue to manage the Triad I communities. Spring Meadows On December 6, 2004, the Company entered into agreements pursuant to which the Company became a 5% owner in four (4) joint ventures (collectively, the "SHP/CSL Joint Ventures") with Senior Housing Partners II, L.P., a fund managed on behalf of its clients by Prudential Real Estate Investors. The SHP/CSL Joint Ventures acquired four senior housing communities located in Libertyville, Illinois, Naperville, Illinois, Summit, New Jersey and Trumbull, Connecticut (the "Spring Meadows Properties") from joint ventures which had been owned at one time by an affiliate of Lehman Brothers ("Lehman") and the Company. The transactions were dated effective as of November 30, 2004. The transactions occurred in two steps. In the first step, the Company acquired Lehman's interests in the joint ventures which owned the Spring Meadows Properties (the "Lehman Joint Ventures"). The Company paid Lehman $11,500,000 in cash for acquisition of these interests. Also as part of the transaction, Lehman terminated all of its various loans (both secured mezzanine loans and member loans) made to the Lehman Joint Ventures. The Company and Lehman also executed mutual releases related to the Lehman Joint Ventures and the Spring Meadows Properties. As a result of these transactions, the Company became the 100% owner of all interests in the Lehman Joint Ventures. In the second step of these transactions, the Lehman Joint Ventures sold the Spring Meadows Properties to the SHP/CSL Joint Ventures for an aggregate sales price of $77,500,000. The SHP/CSL Joint Ventures assumed, as part payment of the sales price, approximately $51,500,000 of debt with Guaranty Bank. The Company contributed in an aggregate amount of approximately $1,300,000 to the SHP/CSL Joint Ventures for a 5% interest in the SHP/CSL Joint Ventures. The Company will continue to manage the Spring Meadows Properties. Item 9.01 Financial Statements and Exhibits (a) Not applicable. (b) Not applicable. (c) Exhibits. No. Exhibit Name The following exhibits to this current report on Form 8-K are not being filed but are being furnished pursuant to Item 9.01: 99.1 Press Release dated December 7, 2004 99.2 Press Release dated December 8, 2004 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. Date: December 10, 2004 Capital Senior Living Corporation By: /s/ Ralph A. Beattie Name: Ralph A. Beattie Title: Executive Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit No. Exhibit Name The following exhibits to this current report on Form 8-K are not being filed but are being furnished pursuant to Item 9.01: 99.1 Press Release dated December 7, 2004 99.2 Press Release dated December 8, 2004 EX-99 2 dec2004-exhibit992.txt EXHIBIT 99.2, PRESS RELEASE Exhibit 99.2 [OBJECT OMITTED] Capital Senior Living Corporation For Immediate Release Contact: Ralph A. Beattie 972/770-5600 CAPITAL SENIOR LIVING CORPORATION ACQUIRES FOUR SENIOR LIVING COMMUNITIES; TRANSFERS THEM TO NEW JOINT VENTURE Payback of one year anticipated: Company has a 5% equity ownership and retains long-term management contract which generates $1 million in annual revenue DALLAS - (BUSINESS WIRE) - December 8, 2004 - Capital Senior Living Corporation (the "Company") (NYSE:CSU), one of the country's largest operators of senior living communities, announced that it has acquired through a new joint venture with Senior Housing Partners II, L. P. ("SHP II"), a fund managed on behalf of its clients by Prudential Real Estate Investors ("PREI"), four senior living communities (the "Spring Meadows Communities") which were formerly owned by joint ventures in which affiliates of Lehman Brothers ("Lehman") and the Company were members. The Spring Meadows Communities are located in Libertyville, Illinois, Naperville, Illinois, Summit, New Jersey and Trumbull, Connecticut. Combined resident capacity is approximately 698 with 65 percent of the residents living independently and 35 percent of the residents requiring some assistance with activities of daily living. The Company acquired Lehman's interests in the joint ventures that owned the Spring Meadows Communities and then immediately caused these joint ventures in which the Company became 100% owner to sell the Spring Meadows Communities to the new joint venture with SHP II. Capital Senior Living has a five percent interest in the newly formed joint venture and SHP II has a ninety five percent interest. These four Spring Meadows Communities were sold to the joint venture for approximately $77.5 million, and the joint venture financed approximately $51.4 of the purchase with mortgage debt. Proceeds from the sale of 95 percent of the interests in the joint ventures owning the Spring Meadows Communities were approximately equal to the consideration paid to Lehman for their interests in the joint ventures sold by Lehman to the Company. The Company anticipates that the transaction will be neutral to earnings in the fourth quarter. In effect, the Company has converted advances it made to the Spring Meadows Communities in the form of notes receivable and a nominal subordinated interest into a five percent equity interest in the joint venture. The Company will share five percent of CAPITAL/Page 2 the future economic benefits of ownership, as well as additional returns from the joint venture once return on investment hurdles are achieved. The Company has managed the Spring Meadows Communities since the opening of each community in late 2000 and early 2001 and will continue to manage the communities under long-term management contracts which are expected to produce over $1 million of revenue per year. "We are very pleased to have a significant ownership position in these properties," commented James A. Stroud, Chairman of the Company. "Two of the communities are now stabilized and two are in lease-up, with significant opportunities for additional value creation. Our involvement with these communities since they opened will ensure a seamless transition to new ownership." "The joint venture with PREI is an exciting development for the Company," stated Lawrence A. Cohen, Chief Executive Officer. "Our partners are extremely knowledgeable and highly regarded in the industry. The joint venture structure which we have established will provide a return of our entire investment in little more than a year, through management fees and a return on equity, along with future incentives." "This is our second transaction with Capital Senior Living and we look forward to a continued relationship. The Spring Meadows Communities are an exciting addition to the SHP II portfolio," noted John W. Dark of PREI. ABOUT PREI PREI provides global real estate investment management services in the United States, Europe, Asia and Latin America. PREI managed total assets of $22.9 billion on behalf of more than 350 clients as of September 30, 2004; net assets under management (i.e., after deduction of associated debt and liabilities) were $15.4 billion. For more information, visit www.prei.com. ABOUT THE COMPANY Capital Senior Living Corporation is one of the nation's largest operators of residential communities for senior adults. The Company's operating philosophy emphasizes a continuum of care, which integrates independent living, assisted living and home care services, to provide residents the opportunity to age in place. The Company currently operates 56 senior living communities in 20 states with an aggregate capacity of approximately 8,700 residents, including 41 senior living communities which the Company owns or in which the Company has an ownership interest, and 15 communities it manages for third parties. In the communities operated by the company, 85 percent of residents live independently and 15 percent of residents require assistance with activities of daily living. CAPITAL/Page 3 The forward-looking statements in this release are subject to certain risks and uncertainties that could cause results to differ materially, including, but not without limitation to, the Company's ability to find suitable acquisition properties at favorable terms, financing, licensing, business conditions, risks of downturns in economic conditions generally, satisfaction of closing conditions such as those pertaining to licensure, availability of insurance at commercially reasonable rates, and changes in accounting principles and interpretations among others, and other risks and factors identified from time to time in our reports filed with the Securities and Exchange Commission. Contact Ralph A. Beattie, Chief Financial Officer, at 972-770-5600 or Matt Hayden, Hayden Communications, Inc. at 858-456-4533 for more information. ##### EX-99 3 dec2004-exhibit991.txt EXHIBIT 99.1, PRESS RELEASE Exhibit 99.1 [OBJECT OMITTED] Capital Senior Living Corporation For Immediate Release Contact: Ralph A. Beattie 972/770-5600 CAPITAL SENIOR LIVING CORPORATION COMPLETES THE ACQUISITON OF THE TRIAD ENTITIES DALLAS - (BUSINESS WIRE) - December 7, 2004 - Capital Senior Living Corporation (the "Company") (NYSE:CSU), one of the country's largest operators of senior living communities, announced that it has acquired the remaining partnership interests in Triad Senior Living I, L.P. ("Triad I") and has now completed the acquisition of all Triad entities. Triad I owns five Waterford senior living communities in Shreveport, Louisiana, Mesquite, Texas, Fort Worth, Texas and two in San Antonio, Texas, along with two assisted living expansions in Canton, Ohio and Merrillville, Indiana. Resident capacity includes 756 independent residents in the five Waterfords and 122 residents who require some assistance with activities of daily living in the two expansions. The Company previously owned an approximate 1 percent limited partnership interest in Triad I and has now acquired the partnership interest of the general partner and the other third party owned limited partnership interests that it did not already own. The Company now owns 100 percent of the interests in Triad I and, effective with this transaction, the Company now owns 100 percent of the original five Triad partnerships which own 19 communities. The Company had an option, but not an obligation, to purchase the partnership interests of Lehman Brothers ("Lehman") for an amount specified in the partnership agreement. Furthermore, Lehman had agreed to withdraw as a partner in the Triad I partnership to the extent it had received distributions in an amount equal to its capital contributions of $12.4 million. Lehman Brothers agreed to transfer its interest to the Company in exchange for a cash payment of $4.0 million and a non-interest bearing note due within five years. The note will be deemed paid in full under any of the following three conditions: 1) the Company makes a payment of $3.5 million before November 29, 2008, 2) the Company makes a payment of $4.25 million before November 29, 2009, or 3) the Company makes a payment of $5.0 million on November 30, 2009. Consequently, the Company will acquire Lehman's interests for total consideration of between $7.5 and $9.0 million, depending upon the repayment date of the note. The Company has consolidated the financial position of Triad I since December 31, 2003 and has consolidated the operations of Triad I beginning January 1, 2004 due to the adoption of FASB Interpretation No. 46 ("FIN 46") "Consolidation of Variable Interest Entities." While the Company has consolidated the operating results of Triad I in 2004, the tax benefit of the losses has not been available. Consequently the acquisition of Triad I is expected to be accretive to earnings. "We are pleased to have completed the acquisition of all five Triad partnerships," commented James A. Stroud, Chairman of the Company. "These 19 communities in five Triad entities represent strong growth potential for the Company through further improvement in occupancy and increasing lease rates to market levels." "The acquisition of Triad I is a further step in simplifying our story for the investment community," stated Lawrence A. Cohen, Chief Executive Officer. "Of the 56 communities in our portfolio, we now have full ownership of 31 communities, joint venture interests and management of 10 communities and third-party management contracts on 15 communities. We believe this transparency will benefit our shareholders." ABOUT THE COMPANY Capital Senior Living Corporation is one of the nation's largest operators of residential communities for senior adults. The Company's operating philosophy emphasizes a continuum of care, which integrates independent living, assisted living and home care services, to provide residents the opportunity to age in place. The Company currently operates 56 senior living communities in 20 states with an aggregate capacity of approximately 8,700 residents, including 41 senior living communities which the Company owns or in which the Company has an ownership interest, and 15 communities it manages for third parties. In the communities operated by the company, 85 percent of residents live independently and 15 percent of residents require assistance with activities of daily living. The forward-looking statements in this release are subject to certain risks and uncertainties that could cause results to differ materially, including, but not without limitation to, the Company's ability to find suitable acquisition properties at favorable terms, financing, licensing, business conditions, risks of downturns in economic conditions generally, satisfaction of closing conditions such as those pertaining to licensure, availability of insurance at commercially reasonable rates, and changes in accounting principles and interpretations among others, and other risks and factors identified from time to time in our reports filed with the Securities and Exchange Commission. Contact Ralph A. Beattie, Chief Financial Officer, at 972-770-5600 or Matt Hayden, Hayden Communications, Inc. at 858-456-4533 for more information. -----END PRIVACY-ENHANCED MESSAGE-----