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
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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 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
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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
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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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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