8-K

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 29, 2008

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 29, 2008, Capital Senior Living Corporation (the “Company”) sent correspondence to West Creek Capital, in response to letters from West Creek Capital dated January 14, 2008 and December 3, 2007 and filed with the Securities and Exchange Commission as an exhibit to Amendment No. 1 to Schedule 13D and as an exhibit to Schedule 13D filed by West Creek Capital with respect to the Company. A copy of the correspondence from the Company is attached hereto as Exhibit 99.1 to this Current Report.

     By filing this Current Report on Form 8-K, the Company does not acknowledge that disclosure of this information is required by Regulation FD or that the information was material or non-public before the disclosure. The Company assumes no obligation to update or supplement forward-looking statements in the correspondence that become untrue because of new information, subsequent events or otherwise.

Item 9.01 Financial Statements and Exhibits.

     (a) Not applicable.

     (b) Not applicable.

     (c) Not applicable.

     (d) Exhibits.

     The following exhibit to this current report on Form 8-K is not being filed but is being furnished pursuant to Item 7.01:

99.1 Letter, dated January 29, 2008, to Messrs. Roger Feldman and Harvey Hanerfeld, Principals of West Creek Capital.

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 29, 2008	Capital Senior Living Corporation
	By:	/s/ Ralph A. Beattie
		Name:	Ralph A. Beattie
		Title:	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

     The following exhibit to this current report on Form 8-K is not being filed but is being furnished pursuant to Item 7.01:

99.1 Letter, dated January 29, 2008, to Messrs. Roger Feldman and Harvey Hanerfeld, Principals of West Creek Capital.

EX-99.1

Exhibit 99.1

January 29, 2008

Mr. Roger Feldman, Principal
Mr. Harvey Hanerfeld, Principal
West Creek Capital
1919 Pennsylvania, NW, Suite 725
Washington, DC 20006

Dear Messrs. Feldman and Hanerfeld:

This letter is being sent at the direction of the independent members of the Board of Directors of Capital Senior Living Corporation, and on behalf of the entire Board, in response to your letters dated December 3, 2007 and January 14, 2008.

Our Board takes its fiduciary duties on behalf of all shareholders very seriously. To that end, we welcome constructive input from shareholders regarding the direction of the Company.

As regards the concerns expressed in your January 14 letter about the potential Hearthstone transaction, we appreciate that you agree that such an acquisition might have addressed concerns expressed in your December 3 letter. However, we feel compelled to emphasize that the potential acquisition was identified months in advance of your December 3^rd letter and not as a response to your letter.

As to whether we will proceed with the acquisition, we have made it very clear in our public communications and multiple phone calls with you that we are still negotiating the lease terms and have a due diligence process underway. Far from being “reckless,” as you assert, we methodically review all transactions and the Board will only make a final decision on this transaction after that process is completed. We would only proceed if the final transaction would create demonstrable value for all of our shareholders. If not, we won’t.

Consistent with timing and practice in prior years, our Board is currently engaged in a review and analysis of the Company’s 2008 Business Plan. Our management and Board are committed to implementing and executing on a plan that is strategically sound and in the best interests of all of Capital Senior Living’s shareholders.

While we regret many of the unfortunate characterizations and unfounded assertions contained in your letters, please be assured that our Board will give your letters and the points raised therein due consideration. We share a common goal of improving

14160 Dallas Parkway • Suite 300 • Dallas, Texas 75254
Phone 972 770 5600 • Fax 972 770 5666 • WWW.CAPITALSENIOR.COM

Messrs. Feldman and Hanerfeld
West Creek Capital
January 29, 2008
Page 2

performance and maximizing shareholder value. We intend to release our 2008 Business Plan in slide form to the public in February, 2008 and look forward to discussing it at that time with you and all of our shareholders.

On behalf of the Board of Directors,

James A. Stroud	Lawrence A. Cohen
Chairman of the Board	Vice-Chairman of the Board
JAS:bm

The forward-looking statements in this letter 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, to negotiate sale/leasebacks and joint ventures on 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.