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United States
Securities and Exchange Commission
Washington, D.C. 20549
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FORM 8-K
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Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
February 24, 1998
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Date of Report (Date of earliest event reported)
0-28752
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Commission File Number
Kapson Senior Quarters Corp.
(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation or organization)
11-3323503
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(I.R.S. Employer Identification Number)
125 Froehlich Farm Boulevard
Woodbury, New York 11797
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(Address of Principal Executive Offices) (Zip Code)
(516) 921-8900
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(Registrant's telephone number, including area code)
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<PAGE>
Item 5. Other Events.
On February 24, 1998, Kapson Senior Quarters Corp.
("Kapson") and Prometheus Senior Quarters LLC ("Prometheus"), an
affiliate of Lazard Freres Real Estate Investors L.L.C.
("LFREI"), issued a press release announcing that Prometheus and
Kapson had restructured an earlier, previously-announced
agreement relating to the acquisition of Kapson. Under the terms
of the Amended and Restated Agreement and Plan of Merger, dated
as of February 23, 1998 (the "Merger Agreement"), among
Prometheus, Prometheus Acquisition Corp., a Delaware corporation
and a wholly-owned subsidiary of Prometheus ("Acquisition"), and
Kapson, Prometheus will cause Acquisition to commence a tender
offer to acquire all of the outstanding shares of common stock,
par value $.01 per share ("Common Stock"), of Kapson for $14.50
in cash and all of the outstanding shares of $2.00 Convertible
Exchangeable Preferred Stock, par value $.01 per share
("Preferred Stock"), of Kapson for $27.93 in cash, in each case,
without interest. The offer is conditioned upon, among other
things, there being validly tendered and not withdrawn prior to
the expiration date that number of shares of Common Stock
representing at least a majority of the outstanding shares of
Common Stock on a fully diluted basis, and for the purpose of the
satisfaction of such condition, the tender of each share of
Preferred Stock will be deemed to be the tender of 1.92604 shares
of Common Stock.
The Merger Agreement further provides that, upon and
subject to the terms and conditions thereof, Acquisition will be
merged with and into Kapson and thereafter Kapson will be a
wholly-owned subsidiary of Prometheus. The Merger Agreement is
incorporated herein by reference to Exhibit 2.7 to Amendment No.
3 to LFREI's Schedule 13D, dated February 24, 1998, relating to
the Common Stock.
Pursuant to a Second Amended and Restated Stockholders'
Agreement, dated as of February 23, 1998 (the "Stockholders'
Agreement"), by and among Prometheus and Glenn Kaplan, Wayne L.
Kaplan and Evan A. Kaplan (the "Stockholders"), who collectively
beneficially own approximately 53.5% of the currently outstanding
Common Stock, the Stockholders have agreed, among other things,
to tender their shares of Common Stock in the tender offer. The
Stockholders' Agreement is incorporated herein by reference to
Exhibit 2.6 to Amendment No. 3 to LFREI's Schedule 13D, dated
February 24, 1998, relating to the Common Stock.
The press release, dated February 24, 1998, is filed
herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) not applicable
(b) not applicable
(c) Exhibits
99.1 Press release, dated February 24, 1998.
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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: February 24, 1998 KAPSON SENIOR QUARTERS CORP.
By: /s/ Glenn Kaplan
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Glenn Kaplan
Chairman of the Board and
Chief Executive Officer
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EXHIBIT INDEX
Exhibit Description
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99.1 Press release, dated February 24, 1998.
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE Contact: Douglas Donsky
Principal Communications
(212) 303-7608
KAPSON SENIOR QUARTERS, LAZARD FRERES AFFILIATE
AMEND MERGER AGREEMENT
WOODBURY, N.Y., February 24, 1998 -- Kapson Senior Quarters Corp.
(NASDAQ: KPSQ) and Prometheus Senior Quarters LLC, an affiliate
of Lazard Freres Real Estate Investors, LLC, today announced that
they have amended their previously announced plan of merger.
Under the amended agreement a subsidiary of Prometheus will
commence a tender offer within five business days to acquire all
of the outstanding shares of Kapson at $14.50 per share in cash
and all of the outstanding shares of preferred stock at $27.93
per share in cash.
The offer would be subject to certain customary conditions
including a minimum condition relating to the tender of shares of
common and preferred stock representing a majority of the
outstanding shares of common stock on a fully diluted basis.
Certain shareholders of Kapson beneficially owning approximately
54% of the outstanding common stock (approximately 33% on a fully
diluted basis) have agreed to tender their shares in the offer.
The offer is expected to close in approximately 30 days unless
extended.
The transaction was unanimously approved by the Board of
Directors of Kapson.
Kapson Senior Quarters Corp., founded in 1972, owns, manages
and/or operates 23 assisted living facilities with 2,510 units in
Connecticut, New Jersey, New York and Pennsylvania. The company,
based in Woodbury, Long Island, currently has another 11
facilities under construction with 1,264 units and 18 facilities
under development with 2,271 units in its current markets, as
well as in North Carolina and South Carolina. The company's
initial public offering occurred in September 1996 at $10.00 a
share.
Lazard Freres Real Estate Investors, LLC is the real estate
investment affiliate of Lazard Freres & Co. LLC, a leading global
investment bank. Lazard manages several real estate investment
funds including the LF Strategic Realty Advisors, LP, a strategic
investment program capitalized with approximately $2 billion in
equity capital. Since its inception, Lazard has acquired sizable
investment stakes in a select group of leading real estate-
related operating companies, including Alexander Haagen
Properties, Inc.; American Apartment Communities; ARV Assisted
Living, Inc.; Bell Atlantic Properties (renamed Atlantic American
Properties Trust); Dermody Properties; The Fortress Group; RF&P
Corporation (renamed Commonwealth Atlantic Properties); and The
Rubenstein Company, LP.
