-----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, Elk2OuHEOc6WhCcXVFe24b7aacD2g09I5oGEYpq7m//DP7OLbhLzFOqYbbMsxfcr 9f25KHSWWscRrnfNc/+teQ== 0000899078-06-000034.txt : 20060118 0000899078-06-000034.hdr.sgml : 20060118 20060118155324 ACCESSION NUMBER: 0000899078-06-000034 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060113 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060118 DATE AS OF CHANGE: 20060118 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: 06535640 BUSINESS ADDRESS: STREET 1: 14160 DALLAS PARKWAY STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75254 BUSINESS PHONE: 9727705600 MAIL ADDRESS: STREET 1: 14160 DALLAS PARKWAY STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75254 8-K 1 form8k-january132006.htm

 

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) January 13, 2006

 

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):

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

 

Item 7.01

Regulation FD Disclosure.

 

On January 13, 2006, the Company and GE Healthcare Financial Services announced the formation of a joint venture to acquire five senior housing communities from a third party. The new venture will be funded by the Company and GE Healthcare Financial Services. A copy of the press release is filed as Exhibit 99.1 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 exhibit to this current report on Form 8-K is not being filed but is being furnished pursuant to Item 9.01:

 

99.1

Press Release dated January 13, 2006

 

 

 

 

 

 

 

 

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: January 17, 2006

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 exhibit to this current report on Form 8-K is not being filed but is being furnished pursuant to Item 9.01:

 

99.1

Press Release dated January 13, 2006

 

 

 

 

 

 

EX-99 2 exhibit99-1january132006.htm

 

 

Exhibit 99.1


 

Capital

Senior

Living

Corporation

 

 

For Immediate Release

Contact:

Ralph A. Beattie

 

 

972/770-5600

 

 

CAPITAL SENIOR LIVING CORPORATION AND GE HEALTHCARE FINANCIAL SERVICES FORM JOINT VENTURE TO ACQUIRE FIVE SENIOR HOUSING COMMUNITIES

New venture demonstrates commitment to long-term care real estate

 

DALLAS – (BUSINESS WIRE) – January 13, 2006 – Capital Senior Living Corporation (NYSE:CSU) and GE Healthcare Financial Services today announced the formation of a joint venture to acquire five senior housing communities from a third party. The new venture will be funded by Capital Senior Living and GE Healthcare Financial Services, demonstrating both companies’ significant commitment to long-term care real estate. Under the venture agreement, Capital Senior Living will earn management fees and may receive additional incentive distributions.

 

“We are excited to form this new joint venture with GE Healthcare Financial Services that represents a significant investment in the senior housing sector,” said James A. Stroud, Chairman of Capital Senior Living. “This transaction combines the financial strength and reputation of GE Healthcare Financial Services with the operational expertise of Capital Senior Living to form a dynamic partnership for this acquisition, as well as future growth opportunities.”

 

The five communities will be purchased by the venture for $46.85 million. These communities comprise 293 assisted living units and will increase Capital Senior Living’s resident capacity by 389. Current combined occupancy at the five communities is approximately 92 percent. The acquisition should close early 2006, pending approvals and other customary closing conditions.

 

“We are pleased to form a new joint venture with a quality partner like GE Healthcare Financial Services,” said Lawrence A. Cohen, Chief Executive Officer at Capital Senior Living. “We are confident that this venture will further enhance our track record of successful returns for the company and our joint venture partners. These properties are an excellent complement to our existing midwest communities.”

 

"We saw an opportunity to expand our offerings through a direct investment in the growing long-term care real estate arena," said Thad Wilson, Vice President of Real Estate Equity for GE Healthcare Financial Services. "Capital Senior Living’s operational excellence complements our deep capabilities in healthcare and real estate. The combination of one of the nation’s largest senior housing operators and our comprehensive financing abilities will be a strong one."

 

MORE

 

 

 

 

 

 

Page 2

 

About Capital Senior Living

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 55 senior living communities in 20 states with an aggregate capacity of approximately 8,900 residents, including 33 senior living communities which the Company owns or in which the Company has an ownership interest, 7 leased communities 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.

 

About GE Healthcare Financial Services

 

GE Healthcare Financial Services is a provider of capital, financial solutions, and related services for the global healthcare market. With over $13 billion of capital committed to the healthcare industry, GE Healthcare Financial Services offers a full range of capabilities from equipment financing and real estate financing to working capital lending, vendor programs, and practice acquisition financing. With its knowledge of all aspects of healthcare from hospitals and long-term care facilities to physicians’ practices and life sciences, GE Healthcare Financial Services works with customers to create tailored financial solutions that help them improve their productivity and profitability. For more information, visit www.gehealthcarefinance.com.

 

 

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 Deia Campanelli at 312-441-6169 for more information.

 

 

#####

 

 

 

 

 

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