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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) December 22, 2005
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 December 22, 2005, the Company’s independent directors announced their acknowledgment that Mercury Real Estate Advisors, LLC released through the wire services an open letter to the Company’s independent directors, dated December 21, 2005. The independent directors have taken the letter under advisement and will review it in the context of the Company’s 2006 business plan. 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 December 22, 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: December 23, 2005  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 December 22, 2005