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) July 18, 2005
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Capital Senior Living Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-13445 75-2678809
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(Commission File Number) (IRS Employer Identification No.)
14160 Dallas Parkway
Suite 300
Dallas Texas 75254
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(Address of Principal Executive Offices) (Zip Code)
(972) 770-5600
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(Registrant's Telephone Number, Including Area Code)
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(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 July 18, 2005, GMAC Commercial Mortgage Bank ("GMAC") funded four (4)
loans to special purpose subsidiaries of Capital Senior Living Corporation
("Company") which refinanced loans on four (4) senior housing properties of the
Company. The aggregate amount of the GMAC loans was $39,150,000 and these loans
refinanced loans on the same 4 properties previously financed by an affiliate of
GMAC that had an outstanding balance of approximately $34,000,000.
The loans from GMAC financing the 4 properties each have a term of ten
years. The loans each bear interest at a fixed rate of 5.46% per annum. The
loans are payable monthly, with payments consisting of interest and principal
based on a 25-year amortization schedule. The loans are secured by mortgages or
deeds of trust on the properties, assignments of leases and contracts and other
related collateral, and each loan is cross defaulted and cross collateralized
with the other GMAC loans in this loan facility. The loans are nonrecourse but
with typical recourse exceptions, which recourse exceptions are guaranteed by
another Company subsidiary. The loans provide for typical reserve accounts and
require compliance with typical representations and warranties and on-going
covenants, including a net worth requirement of the guarantor subsidiary. Each
property securing the loans can be released from the lien of the mortgage or
deed of trust on that property after a maximum three (3) year lock-out period
provided that various defeasance requirements are satisfied.
Item 1.02 Termination of a Material Definitive Agreement.
See Item 1.01
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 19, 2005, the Company announced that it had completed the
refinancing of four communities with GMAC Commercial Mortgage. 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
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10.1 Loan Agreement, dated July 18, 2005, by Capital Senior
Peoria, LLC and GMAC Commercial Mortgage Bank
10.2 Schedule identifying substantially identical agreements to
Exhibit 10.1
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 July 19, 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 21, 2005 Capital Senior Living Corporation
By: /s/ Ralph A. Beattie
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Name: Ralph A. Beattie
Title: Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Exhibit Name
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10.1 Loan Agreement, dated July 18, 2005, by Capital
Senior Peoria, LLC and GMAC Commercial Mortgage
Bank
10.2 Schedule identifying substantially identical
agreements to Exhibit 10.1
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 July 19, 2005