-----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, N30i9gutwBpeXvJNrbwlabtsyI1umZ1elM6vwj5UnOH1oXZbIA7PkuhG3q/bJur+ +s+gE26Zx9vqwHMIfyVlvQ== 0000899078-05-000538.txt : 20050707 0000899078-05-000538.hdr.sgml : 20050707 20050707171321 ACCESSION NUMBER: 0000899078-05-000538 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050630 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050707 DATE AS OF CHANGE: 20050707 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: 05944016 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 form8k-july72005.txt FORM 8-K, JUNE 30, 2005 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) June 30, 2005 ----------------------------- 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 1.01 Entry into a Material Definitive Agreement. On June 30, 2005, a subsidiary of Capital Senior Living Corporation ("Company") entered into lease agreements with affiliates of Ventas, Inc. ("Ventas") for a six community, approximately $85 million sale/leaseback transaction. The six communities ("Properties") are Crown Pointe in Omaha, Nebraska, The Harrison in Indianapolis, Indiana, Villa Santa Barbara in Santa Barbara, California, West Shore Village in Hot Springs, Arkansas, Cottonwood Village in Cottonwood, Arizona and The Amberleigh at Woodside Farms in Buffalo, New York. The Properties have approximately 950 units and a combined resident capacity of nearly 1200. Ventas entered into purchase and sale agreements to purchase the Properties from joint ventures between the Company and affiliates of Blackstone Real Estate Advisors ("Blackstone"). The Company owns a 10% interest in the selling joint ventures. The purchase by Ventas will occur upon lender approval, regulatory approvals and other customary closing conditions. The Company currently manages these Properties. The Company entered into binding lease agreements with Ventas for the Properties. Until completion of the sale to Ventas, the leases impose various obligations upon the Company regarding cooperation with the sale process, obtaining lender and regulatory approvals, payment of transaction costs and various other obligations. Upon closing of the sale to Ventas, the Company will be required to commence rent payments for the Properties. The initial annual rent for the Properties under the leases is approximately $6,800,000 per year payable monthly and are subject to conditional escalation provisions, which if applicable are expected to average 2.5% per year over the life of the leases. The leases have an initial term of ten (10) years and the Company has two 5-year renewal options. The leases are "triple net" leases pursuant to which the Company pays all expenses of the Properties except principal and interest payments on the debt on the Properties. The leases contain customary representations and warranties and affirmative and negative covenants. The leases are guaranteed by another subsidiary of the Company. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. See Item 1.01 Item 7.01 Regulation FD Disclosure. On July 1, 2005, the Company announced that it had it had been included in the Russell Microcap Index, effective at the close of the market on June 24, 2005. A copy of the press release is filed as Exhibit 99.2 to this current report on Form 8-K. This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The press release contains and may implicate, forward-looking statements regarding the registrant and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated. 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 July 5, 2005 99.2 Press Release dated July 1, 2005 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: July 7, 2005 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 July 5, 2005 99.2 Press Release dated July 1, 2005 EX-99 2 exhibit99-1july72005.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 ANNOUNCES $85 MILLION SALE/LEASEBACK WITH VENTAS HEALTHCARE PROPERTIES DALLAS - (BUSINESS WIRE) - July 5, 2005 - Capital Senior Living Corporation (the "Company") (NYSE:CSU), one of the country's largest operators of senior living communities, today announced it has executed an agreement with Ventas, Inc. ("Ventas") (NYSE:VTR) for a six community, approximately $85 million sale/leaseback transaction. The six communities being sold to Ventas are owned by a joint venture between the Company and affiliates of Blackstone Real Estate Advisors ("Blackstone"). The joint venture, formed in December of 2001, is owned 10% by the Company and 90% by Blackstone. The Company earns management fees from the joint venture under long-term management contracts. Ventas is a leading healthcare real estate investment trust that owns healthcare and senior housing assets in 41 states. The properties to be sold in this transaction have approximately 950 units and a combined resident capacity of nearly 1200 and include Crown Pointe in Omaha, Nebraska, The Harrison in Indianapolis, Indiana, Villa Santa Barbara in Santa Barbara, California, West Shores Village in Hot Springs, Arkansas, Cottonwood Village in Cottonwood, Arizona and The Amberleigh at Woodside Farms in Buffalo, New York. Financial occupancy in the six communities is approximately 84%. The transaction is expected to close in the third quarter of 2005, subject to lender and regulatory approvals and other customary closing conditions. The triple net operating lease which the Company executed with Ventas has an initial term of ten years, with two 5-year renewal options. The initial lease rate will be 8% and will be subject to conditional escalation provisions. The Company expects to record a gain on the sale of these six properties, which will be recognized over the initial lease term. Furthermore, the Company anticipates receiving net proceeds from the transaction which represent its equity interest and additional incentive payments from the joint venture. These proceeds are estimated to be approximately $6.5 million, subject to adjustments and prorations, compared to the Company's initial investment of approximately $1.6 million. Upon closing the transaction, the Company will begin consolidating the revenues and expenses of the six communities on its income statement, along with the lease expense. MORE CAPITAL/Page 2 Annualizing results of operations through May 2005, the six communities had approximately $20.0 million in revenue and $7.5 million in net operating income, before management fees of approximately $1.0 million. "The joint venture has been successful for both the Company and Blackstone," James A. Stroud, Chairman of the Company said. "The Company reported income from its 10% joint venture interest, management fees from operations, and a back end gain four times its initial investment. I am pleased with the results of this joint venture structure." "This sale/leaseback transaction adds significant top-line growth to the Company," added Lawrence A. Cohen, Chief Executive Officer. "While we have been earning management fees on these communities for some time, we will now be able to consolidate the results of operations and benefit from improvement in occupancies and increases in rental rates. These six high quality assets will form an excellent foundation for our new relationship with Ventas, an industry leader in senior housing investments." "We are extremely pleased to enter into this transaction with Capital Senior Living," said Raymond J. Lewis, Senior Vice President and Chief Investment Officer of Ventas. "They are a premier operator in the senior housing industry and we hope to find more opportunities to grow our relationship together." 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 54 senior living communities in 20 states with an aggregate capacity of approximately 8,700 residents, including 39 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, 84 percent of residents live independently and 16 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 MORE CAPITAL/Page 3 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 exhibit99-2july72005.txt EXHIBIT 99.2, PRESS RELEASE (CORRECTION) Exhibit 99.2 [OBJECT OMITTED] Capital Senior Living Corporation For Immediate Release Contact: Ralph A. Beattie CORRECTION 972/770-5600 CAPITAL SENIOR LIVING CORPORATION IS ADDED TO THE RUSSELL MICROCAP INDEX DALLAS - (BUSINESS WIRE) - July 1, 2005 - Capital Senior Living Corporation (the "Company") (NYSE:CSU), one of the country's largest operators of senior living communities, today announced that it was included in the Russell Microcap Index, effective at the close of the market on June 24, 2005. The Russell Microcap Index is comprised of the smallest 1,000 securities in the small-cap Russell Microcap Index plus the next 1,000 companies below the index. Membership in Russell's U.S. equity indexes, widely used by investment managers and institutional investors for index funds and as bench marks for both passive and active investment strategies, is determined primarily by market capitalization rankings and style attributes. 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 54 senior living communities in 20 states with an aggregate capacity of approximately 8,700 residents, including 39 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, 84 percent of residents live independently and 16 percent of residents require assistance with activities of daily living. 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-----