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 21, 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 4.01 Changes in Registrant's Certifying Accountant.
(a) On June 21, 2005, Capital Senior Living Corporation (the "Company")
dismissed Ernst & Young LLP as the Company's independent registered public
accounting firm.
The reports of Ernst & Young LLP on the financial statements of the Company
as of and for the fiscal years ended December 31, 2004 and 2003 contained no
adverse opinion or disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principles.
The Audit Committee of the Board of Directors of the Company approved the
decision to dismiss Ernst & Young LLP.
During the fiscal years ended December 31, 2004 and 2003 and through June
21, 2005, there were no disagreements with Ernst & Young LLP on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreement(s), if not resolved to the satisfaction
of Ernst & Young LLP, would have caused it to make a reference to the subject
matter of the disagreement(s) in connection with its reports.
During the fiscal years ended December 31, 2004 and 2003 and through June
21, 2005, there have been no "reportable events," as defined in Item
304(a)(1)(v) of Regulation S-K.
The Company has requested that Ernst & Young LLP furnish it with a letter
addressed to the U.S. Securities and Exchange Commission stating whether or not
it agrees with the above statements in this Item 4.01(a). A copy of such letter
dated June 23, 2005, is attached as Exhibit 16.1 to this Current Report on Form
8-K.
(b) On June 21, 2005, the Company engaged KPMG LLP as its new independent
registered public accounting firm.
During the fiscal years ended December 31, 2004 and 2003 and through June
21, 2005, the Company has not consulted KPMG LLP regarding either (i) the
application of accounting principles to a specified transaction, either
completed or proposed; or the type of audit opinion that might be rendered on
the Company's financial statements, and neither a written report was provided to
the Company nor oral advice was provided that KPMG LLP concluded was an
important factor considered by the Company in reaching a decision as to the
accounting, auditing or financial reporting issue; or (ii) any manner that was
either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of
Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a
reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
16.1 Letter from Ernst & Young LLP, dated June 23, 2005, to the
Securities and Exchange Commission relating to the change in
certifying accountants.
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: June 23, 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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16.1 Letter from Ernst & Young LLP, dated
June 23, 2005, to the Securities and
Exchange Commission relating to the
change in certifying accountants.