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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 28, 1998
Capital Senior Living Corporation
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(Exact name of registrant as specified in its charter)
Delaware 1-17445 75-2678809
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(State or other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification No.)
14160 Dallas Parkway, Suite 300, Dallas, Texa 75240
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (972) 770-5600
(Not Applicable)
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(Former name or former address, if changed since last report)
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1
<PAGE>
Item 2. Acquisition or Disposition of Assets
- ---------------------------------------------
On October 28, 1998, Capital Senior Living Corporation (the "Company"),
through Capital Senior Living Properties 2-Gramercy, Inc. and Capital Senior
Living Properties 2-NHPCT, Inc., both indirect wholly-owned subsidiaries,
completed the acquisition of two senior living communities from Gramercy Hill
Enterprises, a Texas limited partnership ("Gramercy"), and Tesson Heights
Enterprises, a Texas limited partnership ("Tesson"), for aggregate consideration
of approximately $34,000,000. As previously reported on the Company's Current
Report on Form 8-K, dated October 28, 1998 (which is being amended by this
Amendment No. 1), the Company completed the acquisitions pursuant to the terms
of certain Asset Purchase Agreements, which were previously filed as Exhibit 2.1
and Exhibit 2.2 hereto, dated as of July 28, 1998, by and between Gramercy and
Tesson, respectively, and Capital Senior Living Properties, Inc. The funds for
the Tesson transaction were provided from working capital of the Company and
from the proceeds of a loan pursuant to the terms of a Loan Agreement, dated as
of September 30, 1998, with Lehman Brothers Holdings Inc. d/b/a Lehman Capital,
a division of Lehman Brothers Holdings Inc. The funds for the Gramercy
transaction were provided from working capital of the Company, the assumption of
a $6,400,000 promissory note and from the proceeds of a $1,980,000 loan from WMF
Washington Mortgage Corp.
The senior living communities acquired by the Company are Gramercy Hill
in Lincoln, Nebraska and Tesson Heights, in St. Louis, Missouri. The purchase
price for the properties was determined through negotiations between the
parties, which was the result of an active bid process.
The Company has previously filed a Current Report on Form 8-K, dated
September 30, 1998 (as amended by Amendment No. 1 thereto), related to its
acquisition of certain senior living communities from NHP Retirement Housing
Partners I Limited Partnership (the "NHP Form 8-K"). The pro forma financial
statements included in Amendment No. 1 to the NHP Form 8-K are substantially
similar to the pro forma financial statements contained herein.
Item 7. Financial Statements and Exhibits
- -------------------------------------------
(a) Financial statements of business acquired.
(i) Set forth below are the Independent Auditors' Report,
Balance Sheets at December 31, 1997 and 1996 and the State-
ments of Partners' Deficit, Statements of Operations and
Statements of Cash Flows for each of the two years in the
period ended December 31, 1997 of Gramercy Hill Enterprises.
2
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Partners
Gramercy Hill Enterprises
We have audited the accompanying balance sheets of Gramercy Hill Enterprises
(the Partnership) as of December 31, 1997 and 1996, and the related statements
of operations, partners' deficit and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Gramercy Hill Enterprises as of
December 31, 1997 and 1996, and the results of its operations and its cash flows
for the years then ended in accordance with generally accepted accounting
principles.
WEAVER AND TIDWELL, L.L.P.
Fort Worth, Texas
February 19, 1998
3
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
GRAMERCY HILL ENTERPRISES
BALANCE SHEETS
DECEMBER 31, 1997 AND 1996
1997 1996
------------- -------------
ASSETS
CURRENT ASSETS
Cash $ 132,239 $ 154,158
Accounts receivable 34,701 7,395
Escrow deposits 268,331 215,213
Prepaid expenses 10,731 11,526
------------- -------------
Total current assets 446,002 388,292
PROPERTY AND EQUIPMENT, at cost
Land 931,869 931,869
Land and building improvements 434,529 356,914
Building and components 6,432,463 6,414,684
Furniture, fixtures and equipment 460,837 440,317
Transportation equipment 45,083 45,083
------------- -------------
8,304,781 8,188,867
Less accumulated depreciation 3,237,415 2,971,931
------------- -------------
5,067,366 5,216,936
OTHER ASSETS
Deferred loan costs (including accumulated
amortization 1997 $61,810, 1996 $754,706) 110,519 31,573
------------ -------------
TOTAL ASSETS $ 5,623,887 $ 5,636,801
============ =============
LIABILITIES AND PARTNERS' DEFICIT
CURRENT LIABILITIES
Current maturities of long-term debt $ 80,377 $ 62,676
Accounts payable and accrued expenses 237,163 300,622
Tenant security deposits 76,500 68,000
Unearned revenue 3,519 40,153
------------ -------------
Total current liabilities 397,559 471,451
LONG-TERM DEBT
Notes payable 6,319,623 6,158,684
PARTNERS' DEFICIT (1,093,295) (993,334)
------------ -------------
TOTAL LIABILITIES AND PARTNERS' DEFICIT $ 5,623,887 $ 5,636,801
============ =============
</TABLE>
The Notes to Financial Statements are an integral part of these statements.
4
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
GRAMERCY HILL ENTERPRISES
STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1997 AND 1996
1997 1996
------------- ------------
OPERATING REVENUES
Lease rentals $ 2,818,687 $ 2,611,002
Other operating revenue 91,969 103,738
------------- ------------
2,910,656 2,714,740
COSTS AND EXPENSES
Operating 1,351,959 1,264,378
General and administrative 728,611 701,234
Depreciation and amortization 301,873 293,580
------------- ------------
2,382,443 2,259,192
------------- ------------
Operating income 528,213 455,548
OTHER INCOME (EXPENSE)
Interest income 5,477 8,918
Interest expense (615,951) (633,272)
------------- ------------
(610,474) (624,354)
------------- ------------
NET LOSS ($ 82,261) ($ 168,806)
============= ============
</TABLE>
The Notes to Financial Statements are an integral part of these statements.
5
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
GRAMERCY HILL ENTERPRISES
STATEMENTS OF PARTNERS' DEFICIT
YEARS ENDED DECEMBER 31, 1997 AND 1996
General Limited Total
Partner Partner
----------- -------------- -------------
BALANCE, DECEMBER 31, 1995 ($ 41) ($ 817,187) ($ 817,228)
Withdrawals - (7,300) (7,300)
Net loss (101) (168,705) (168,806)
---------- -------------- -------------
BALANCE, DECEMBER 31, 1996 (142) (993,192) (993,334)
Withdrawals - (17,700) (17,700)
Net loss (49) (82,212) (82,261)
----------- --------------- -------------
BALANCE, DECEMBER 31, 1997 ($ 191) ($1,093,104) ($1,093,295)
=========== =============== =============
</TABLE>
The Notes to Financial Statements are an integral part of these statements.
6
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
GRAMERCY HILL ENTERPRISES
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1997 AND 1996
1997 1996
-------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ($ 82,261) ($168,806)
Adjustments to reconcile net loss to net cash provided
by operating activities:
Depreciation and amortization 301,873 293,580
Changes in assets and liabilities:
Accounts receivables (27,306) (1,232)
Escrow deposits (53,118) (129,855)
Prepaid expenses 795 2,158
Accounts payable and accrued expenses (63,459) 27,881
Tenant deposits 8,500 (5,000)
Unearned revenue (36,634) (396)
-------------- ---------------
Net cash provided by operating activities 48,390 18,330
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (119,399) (68,621)
-------------- ---------------
Net cash used in investing activities (119,399) (68,621)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from debt issued 255,455 -
Principal payments on debt (76,815) (72,071)
Partners' withdrawals (17,700) (7,300)
Debt costs paid (111,850) -
-------------- ---------------
Net cash provided by (used in) financing
activities 49,090 (79,371)
-------------- ---------------
Net decrease in cash and cash equivalents (21,919) (129,662)
CASH AND CASH EQUIVALENTS, beginning of year 154,158 283,820
-------------- ---------------
CASH AND CASH EQUIVALENTS, end of year $132,239 $154,158
============== ===============
SUPPLEMENTAL DATA:
Interest paid $669,787 $633,229
============== ===============
</TABLE>
The Notes to Financial Statements are an integral part of these statements.
7
<PAGE>
GRAMERCY HILL ENTERPRISES
NOTES TO FINANCIAL STATEMENTS
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
Gramercy Hill Enterprises is a Texas general partnership
formed in 1983 to own, finance, develop, maintain, and operate
a 148 unit residential retirement center for elderly persons
in Lincoln, Nebraska. Net income from the partnership is
allocated 99.94% to Gramercy Hill Limited Partnership and .06%
to Gramercy Hill Corporation.
Personal Assets and Liabilities
In accordance with the generally accepted method of presenting
partnership financial statements, the financial statements do
not include the personal assets and liabilities of the
partners. No provision has been made for federal, state and
local income taxes since these taxes are the personal
responsibility of the partners.
The expenses shown in the statements of income include
management fees paid to entities related through common
ownership. See Note 3.
Property and Equipment
Property and equipment is stated at cost.
Use of Estimates
The preparation of financial statements in conformity with the
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those
estimates.
8
<PAGE>
GRAMERCY HILL ENTERPRISES
NOTES TO FINANCIAL STATEMENTS
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES - continued
Depreciation
Depreciation is computed using the straight-line method.
Depreciation rates are based on the estimated useful lives of
the assets. Estimated useful lives are as follows:
Land improvements 20 years
Building and components 7-30 years
Furniture, fixtures and equipment 7-10 years
Transportation equipment 5 years
Deferred Loan Costs
Fees incurred in obtaining permanent financing are capitalized
and amortized over the life of the loan. Fees incurred in
obtaining interim financing for construction are capitalized
and amortized over the estimated useful life of the asset
constructed.
<TABLE>
<CAPTION>
<S> <C> <C>
NOTE 2. NOTES PAYABLE
Notes payable consist of the following:
1997 1996
----------------------------------------------
First lien real estate note payable to a
financial institution, retired in 1997. $ - $6,221,360
First lien real estate note payable to a
financial institution with interest at 7.69%.
The note is secured by a first lien Deed of
Trust on the 148 unit retirement center.
Monthly payments of $48,089, including
interest, commence on February 1, 1998
and continue until December, 2007. 6,400,000 -
--------------- -------------
6,400,000 6,221,360
Less current maturities 80,377 62,676
--------------- -------------
$6,319,623 $6,158,684
=============== =============
</TABLE>
9
<PAGE>
GRAMERCY HILL ENTERPRISES
NOTES TO FINANCIAL STATEMENTS
NOTE 2. NOTES PAYABLE - continued
Maturities of notes payable are as follows:
1998 $ 80,377
1999 94,372
2000 101,890
2001 110,008
2002 and thereafter 6,013,353
-----------
$6,400,000
===========
The real estate note requires a replacement reserve to fund future
repairs. At December 31, 1997, the Partnership had a reserve of
$171,084.
NOTE 3. RELATED PARTY TRANSACTIONS
Included in general and administrative expenses for the years ended
December 31, 1997 and 1996 are $174,968 and $163,418, respectively, of
management fees paid to entities related through common ownership. Also
included in general and administrative expenses for the years ended
December 31, 1997 and 1996 are $9,684 and $9,740, respectively, paid to
an entity related through common ownership for reimbursement of
accounting fees.
Included in accounts payable for December 31, 1997 and 1996, are
$17,262 and $15,652, respectively, due to an entity related through
common ownership for management fees.
Included in fixed asset additions for the year ended December 31, 1997
and 1996, are $12,063 and $5,221, respectively, paid to an entity
related through common ownership.
Included in accounts receivable for the year ended December 31, 1997 is
$21,000 paid to an affiliate.
10
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GRAMERCY HILL ENTERPRISES
NOTES TO FINANCIAL STATEMENTS
NOTE 4. CONTINUED OPERATIONS
As shown in the accompanying financial statements, the Partnership
incurred a net operating loss of $82,261 and a partners' deficit of
$1,093,295 for the year ended December 31, 1997. The Company refinanced
its debt in December, 1997 resulting in lower debt service costs.
Realization of a major portion of the Partnership's assets is dependent
upon the success of future operations. Management of the Partnership
believes that a sound foundation has been developed for future
operations and aggressive measures are currently being undertaken to
remain competitive in the market.
11
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(ii) Set forth below are the Independent Auditors' Report, Balance Sheets
at December 31, 1997 and 1996 and the Statements of Partners' Deficit,
Statements of Operations and Statements of Cash Flows for each of the two years
in the period ended December 31, 1997 of Tesson Heights Enterprises.
INDEPENDENT AUDITOR'S REPORT
To the Partners
Tesson Heights Enterprises
We have audited the accompanying balance sheets of Tesson Heights Enterprises as
of December 31, 1997 and 1996, and the related statements of operations,
partners' deficit and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Tesson Heights Enterprises as
of December 31, 1997 and 1996, and the results of its operations and its cash
flows for the years then ended in accordance with generally accepted accounting
principles.
WEAVER AND TIDWELL, L.L.P.
Fort Worth, Texas
February 19, 1998
12
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<TABLE>
<CAPTION>
<S> <C> <C>
TESSON HEIGHTS ENTERPRISES
BALANCE SHEETS
DECEMBER 31, 1997 AND 1996
1997 1996
------------ ------------
ASSETS
CURRENT ASSETS
Cash $ 603,418 $ 641,784
Escrow Taxes 13,312 5,356
Accounts receivable 1,586 2,631
Prepaid expenses 14,415 15,263
------------ ------------
Total current assets 632,731 665,034
PROPERTY AND EQUIPMENT, at cost
Land 1,012,480 1,012,480
Land improvements 152,513 131,955
Building and components 7,934,032 7,884,435
Furniture, fixtures and equipment 365,095 343,110
Transportation equipment 42,823 42,823
------------ ------------
9,506,943 9,414,803
Less accumulated depreciation 3,718,715 3,441,879
------------ ------------
5,788,228 5,972,924
------------ ------------
TOTAL ASSETS $ 6,420,959 $ 6,637,958
============ ============
LIABILITIES AND PARTNERS' DEFICIT
CURRENT LIABILITIES
Current maturities of long-term debt $ 287,391 $ 262,418
Accounts payable and accrued expenses 143,367 221,570
Tenant security deposits 150,040 136,600
Unearned revenue 139,907 151,280
------------ ------------
Total current liabilities 720,705 771,868
LONG-TERM DEBT
Notes payable 8,028,661 8,316,052
PARTNERS' DEFICIT (2,328,407) (2,449,962)
------------ ------------
TOTAL LIABILITIES AND PARTNERS' DEFICIT $ 6,420,959 $ 6,637,958
============ ============
</TABLE>
The Notes to Financial Statements are an integral part of these statements.
13
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
TESSON HEIGHTS ENTERPRISES
STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1997 AND 1996
1997 1996
---------- ----------
OPERATING REVENUES
Lease rentals $3,908,599 $3,537,793
Other operating revenue 35,431 28,675
---------- ----------
3,944,030 3,566,468
COSTS AND EXPENSES
Operating 1,415,886 1,376,003
General and administrative 758,347 751,003
Depreciation and amortization 276,836 294,955
---------- ----------
2,451,069 2,421,961
---------- ----------
Operating income 1,492,961 1,144,507
OTHER INCOME (EXPENSE)
Interest income 17,020 18,003
Interest expense (769,100) (794,737)
---------- ----------
(752,080) (776,734)
---------- ----------
Net income $ 740,881 $ 367,773
========== ==========
</TABLE>
The Notes to Financial Statements are an integral part of these statements.
14
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<TABLE>
<CAPTION>
<S> <C> <C> <C>
TESSON HEIGHTS ENTERPRISES
STATEMENTS OF PARTNERS' DEFICIT
YEARS ENDED DECEMBER 31, 1997 AND 1996
General Limited
Partner Partner Total
--------- ------------ ------------
BALANCE, DECEMBER 31, 1995 ($1,645) ($2,467,190) ($2,468,835)
Withdrawals - (348,900) (348,900)
Net income 221 367,552 367,773
--------- ------------ ------------
BALANCE, DECEMBER 31, 1996 (1,424) (2,448,538) (2,449,962)
Withdrawals - (619,326) (619,326)
Net income 444 740,437 740,881
--------- ------------ ------------
BALANCE, DECEMBER 31, 1997 ($ 980) ($2,327,427) ($2,328,407)
========= ============ ============
</TABLE>
The Notes to Financial Statements are an integral part of these statements.
15
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
TESSON HEIGHTS ENTERPRISES
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1997 AND 1996
1997 1996
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $740,881 $367,773
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 276,836 294,955
Changes in assets and liabilities:
Escrow taxes (7,956) 716
Accounts receivables 1,045 (445)
Prepaid expenses 848 (41)
Accounts payable and accrued expenses (78,203) 61,399
Tenant deposits 13,440 1,850
Unearned revenue (11,373) 60,236
-------- --------
Net cash provided by operating activities 935,518 786,443
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (92,140) (70,678)
-------- --------
Net cash used in investing activities (92,140) (70,678)
CASH FLOWS FROM FINANCING ACTIVITIES
Cash paid on principal of debt (262,418) (239,615)
Partners' withdrawals (619,326) (348,900)
-------- --------
Net cash used in financing activities (881,744) (588,515)
-------- --------
Net increase (decrease)
in cash and cash equivalents (38,366) 127,250
CASH AND CASH EQUIVALENTS, beginning of year 641,784 514,534
-------- --------
CASH AND CASH EQUIVALENTS, end of year $603,418 $641,784
======== ========
SUPPLEMENTAL DATA:
Interest paid $771,934 $794,737
======== ========
</TABLE>
The Notes to Financial Statements are an integral part of these statements.
16
<PAGE>
TESSON HEIGHTS ENTERPRISES
NOTES TO FINANCIAL STATEMENTS
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
Tesson Heights Enterprises is a Texas general partnership formed
in 1985 to own, finance, develop, maintain, and operate a 186
unit residential retirement center for elderly persons in St.
Louis, Missouri. Net income (loss) from other than capital
transactions are allocated 99.94% to Tesson Heights Limited
Partnership and .06% to A. C. Jacobs & Company, Inc.
Personal Assets and Liabilities
In accordance with the generally accepted method of presenting
partnership financial statements, the financial statements do not
include the personal assets and liabilities of the partners. No
provision has been made for federal, state and local income taxes
since these taxes are the personal responsibility of the
partners.
The expenses shown in the statements of revenues and expenses
include management fees paid to entities related through common
ownership. See Note 3.
Property and Equipment
Property and equipment is stated at cost.
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
17
<PAGE>
TESSON HEIGHTS ENTERPRISES
NOTES TO FINANCIAL STATEMENTS
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES - continued
Depreciation
Depreciation is computed using the straight-line method.
Depreciation rates are based on the estimated useful lives of
the assets. Estimated useful lives are as follows:
Land improvements 20 years
Building and components 7 - 30 years
Furniture, fixtures and equipment 7 - 10 years
Transportation equipment 5 years
NOTE 2. LONG-TERM DEBT
Notes payable consist of the following:
<TABLE>
<CAPTION>
<S> <C> <C>
1997 1996
----------- -----------
First lien real estate note payable to a financial institution
with interest at 9.0%. The note is secured by a first lien
Deed of Trust on the 186 unit retirement center. Monthly
payments on the note are $86,196 with final payment due $8,316,052 $8,578,470
in March 2012.
Less current maturities 287,391 262,418
---------- ----------
$8,028,661 $8,316,052
========== ==========
Maturities of long-term debt are as follows:
1998 $ 287,391
1999 314,740
2000 344,692
2001 377,495
2002 413,419
2003 and thereafter 6,578,315
----------
$8,316,052
==========
</TABLE>
18
<PAGE>
TESSON HEIGHTS ENTERPRISES
NOTES TO FINANCIAL STATEMENTS
NOTE 3. RELATED PARTY TRANSACTIONS
Included in general and administrative expenses for the years ended
December 31, 1997 and 1996 are $197,853 and $179,224, respectively, of
management fees paid to entities related through common ownership. Also
included in general and administrative expenses are $10,816 and $8,990,
respectively, paid to an entity related through common ownership for
reimbursement of accounting and professional fees.
Included in accounts payable for December 31, 1997 and 1996 are $17,490
and $17,349, respectively, due to an entity related through common
ownership for management fees.
NOTE 4. FINANCIAL INSTRUMENTS
The Partnership maintains its cash in bank deposit accounts which, at
times, exceed federally insured limits. The Partnership has not
experienced any losses in such accounts.
(b) Pro forma financial information.
The unaudited Pro Forma Combined Balance Sheet as of September 30, 1998
and unaudited Pro Forma Combined Statements of Income for the nine months ended
September 30, 1998 and the year ended December 31, 1997, represent the financial
position and results of operations of the Company for such periods after giving
effect to the adjustments described in the accompanying notes, relating to the
acquisitions of properties from NHP Retirement Housing Partners I Limited
Partnership ("NHP") and Gramercy Hill Enterprises and Tesson Heights
Enterprises, as if these transactions had occurred as of September 30, 1998 for
the unaudited Pro Forma Combined Balance Sheet, and as of January 1, 1997 for
the unaudited Pro Forma Combined Statements of Income.
The unaudited Pro Forma Combined Balance Sheet and unaudited Pro Forma
Combined Statements of Income are preliminary and are presented for
informational purposes only and do not necessarily reflect the financial
position or results of operations of the Company which would have actually
resulted had the acquisitions occurred as of the dates indicated, or the future
results of operations of the Company.
19
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
CAPITAL SENIOR LIVING CORPORATION
PRO FORMA COMBINED BALANCE SHEET
(Unaudited)
Assets
September 30, 1998
--------------------------------------------------------------------------------------
The Company Gramercy Tesson Pro Forma The Company
Historical Historical Historical Adjustments Pro Forma
--------------------------------------------------------------------------------------
Current Assets:
Cash and Cash Equivalents $34,378,076 $523,972 $582,334 (1) $(1,106,306) $34,378,076
Accounts Receivable, Net 3,254,751 2,604 4,663 -- 3,262,018
Accounts Rec from Affiliates, Net 4,910,928 -- -- -- 4,910,928
Deferred Taxes 8,280 -- -- -- 8,280
Prepaid Expenses and Other 636,724 199,368 279,582 (2) (113,147) 1,002,527
--------------- -------------- ------------- ------- -------------- ---------------
Total Current Assets 43,188,759 725,944 866,579 (1,219,453) 43,561,829
Deferred Taxes 9,788,267 -- -- -- 9,788,267
Property and Equipment, Net 85,299,053 4,772,254 5,524,425 (3) 23,925,947 119,521,679
Investments in Limited Partnerships 15,049,802 -- -- -- 15,049,802
Note Receivable from Affiliate 7,354,617 -- -- -- 7,354,617
Management Contract Rights, Net 207,613 -- -- -- 207,613
Goodwill, Net 1,224,806 -- -- -- 1,224,806
Deferred Financing Charges, Net 603,815 98,534 -- (4) 25,112 727,461
Deferred Interest 968,605 -- -- 968,605
Other Assets 455,866 -- 179,815 (2) (179,815) 455,866
--------------- -------------- ------------- ------- -------------- ---------------
Total Assets $164,141,203 $5,596,732 $6,570,819 $22,551,789 $198,860,543
=============== ============== ============= ======= ============== ===============
Liabilities and Equity
Current Liabilities:
Accounts Payable $2,793,414 $ 75,862 $ 49,193 (2) $ (31,068) $ 2,887,401
Accrued Expenses 1,845,039 263,224 158,632 (2) (237,286) 2,029,609
Line of Credit 6,808,239 -- -- (5) 10,440,643 17,248,882
Current Portion of Notes Payable 591,114 -- -- (6) 117,386 708,500
Customer Deposits 620,880 77,000 156,000 (2) (2,050) 851,830
Federal and State Income Taxes Payable 1,114,975 -- -- -- 1,114,975
----------- ------------- ------------- ----------------- -----------
Total Current Liabilities 13,773,661 416,086 363,825 10,287,625 24,841,197
Deferred Income 696,763 65,459 119,271 (2) (122,705) 758,788
Notes Payable, Net of Current Portion 37,966,859 6,349,366 8,103,460 (7) 9,136,953 61,556,638
Minority Interest in Consolidated Partnerships 11,201,561 -- -- -- 11,201,561
Equity:
Partners' Capital (Deficit) -- (1,019,679) -- (8) 1,019,679 0
Preferred Stock, $.01 Par Value:
Authorized Shares-15,000,000; No Shares
Issued or Outstanding -- -- -- -- 0
Common Stock, $.01 Par Value:
Authorized Shares-65,000,000
Issued And Outstanding Shares-19,717,347 197,173 -- -- -- 197,173
Additional Paid-in Capital 91,740,251 -- -- -- 91,740,251
Retained Earnings (Deficit) 8,564,935 (214,500) (2,015,737) (8) 2,230,237 8,564,935
--------------- -------------- ------------- ------- -------------- ---------------
Total Equity 100,502,359 (1, 234,179) (2,015,737) 3,249,916 100,502,359
--------------- -------------- ------------- ------- -------------- ---------------
Total Liabilities and Equity $164,141,203 $5,596,732 $6,570,819 $22,551,789 $198,860,543
=============== ============== ============= ======= ============== ===============
</TABLE>
The accompanying notes are an integral part of these pro forma combined
financial statements.
20
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
CAPITAL SENIOR LIVING CORPORATION
PRO FORMA COMBINED STATEMENT OF INCOME
(Unaudited)
For the Nine Months Ended September 30,1998
-------------------------------------------------------------------------------------
The Company NHP, L.P. Gramercy Tesson Pro Forma The Company
Historical Historical Historical Historical Adjustments Pro Forma
-------------------------------------------------------------------------------------
Revenues:
Resident and Health Care Revenue $15,237,396 $12,066,536 $2,366,049 $3,044,770 (1) $(3,863,672) 28,851,079
Rental and Lease Income 3,204,391 -- -- -- -- 3,204,391
Unaffiliated Management Services Revenue 1,812,136 -- -- -- -- 1,812,136
Affiliated Management Services Revenue 1,191,782 -- -- -- (2) (767,349) 424,433
Development Fees 5,993,044 -- -- -- -- 5,993,044
Other 705,504 195,513 99,924 47,305 (1) (49,984) 998,262
-------------------------------------------------------------------------------------
Total Revenues 28,144,253 12,262,049 2,465,973 3,092,075 (4,681,005) 41,283,345
Expenses:
Operating Expenses 11,635,108 6,555,003 1,120,299 1,142,521 (1) (2,023,371) 18,429,560
General and Administration Expenses 4,180,463 1,676,703 444,437 497,923 (1) (1,734,978) 5,064,548
Depreciation and Amortization 1,695,494 1,549,536 301,499 271,042 (3) 96,020 3,913,591
-------------------------------------------------------------------------------------
Total Expenses 17,511,065 9,781,242 1,866,235 1,911,486 (3,662,329) 27,407,699
-------------------------------------------------------------------------------------
Income From Operations 10,633,188 2,480,807 599,738 1,180,589 (1,018,676) 13,875,646
Other Income (Expense):
Interest Income 3,403,035 116,343 -- -- (1) (376,883) 3,142,495
Interest Expense (547,724) (4,748,950) (338,805) (563,172) (4) 1,942,224 (4,256,427)
Other -- 9,276,111 (1,815) (104,528) (5) (9,276,111) (106,343)
--------------------------------------------------------------------------------------
Income Before Income Taxes and Minority
Interest in Consolidated Partnerships 13,488,499 7,124,311 259,118 512,889 (8,729,446) 12,655,371
Provision for Income Taxes (5,185,848) -- -- -- (6) 329,142 (4,856,706)
--------------------------------------------------------------------------------------
Income Before Minority Interest in
Consolidated Partnerships 8,302,651 7,124,311 259,118 512,889 (8,400,304) 7,798,665
Minority Interest in Consolidated (359,912) -- -- -- (359,912)
Partnerships
--------------------------------------------------------------------------------------
Net Income $ 7,942,739 $7,124,311 $259,118 $512,889 $(8,400,304) $ 7,438,753
======================================================================================
Net Income Per Share:
Basic And Diluted $ 0.40 $ 0.38
============ =============
Weighted Average Shares Outstanding 19,717,347 19,717,347
============ =============
</TABLE>
The above Pro Forma Adjustments do not reflect the additional deferred
interest income earned by the Company on its investments in the NHP Pension
Notes.
The accompanying notes are an integral part of these pro forma combined
financial statements.
21
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
CAPITAL SENIOR LIVING CORPORATION
PRO FORMA COMBINED STATEMENT OF INCOME
(Unaudited)
For the Year Ended December 31, 1997
----------------------------------------------------------------------------------------------
THE COMPANY NHP, L.P. GRAMERCY TESSON PRO FORMA THE COMPANY
HISTORICAL HISTORICAL HISTORICAL HISTORICAL ADJUSTMENTS PRO FORMA
----------------------------------------------------------------------------------------------
Revenues:
Resident and Health Care Revenue $21,206,865 $15,243,028 $2,818,687 $3,908,599 (1) $(4,940,669) $38,236,510
Rental and Lease Income 4,275,611 -- -- -- -- 4,275,611
Unaffiliated Management Services 1,919,618 -- -- -- -- 1,919,618
Revenue
Affiliated Management Services 1,378,444 -- -- -- (2) (932,496) 445,948
Revenue
Development Fees 976,694 -- -- -- -- 976,694
Other 952,650 215,238 91,969 35,431 (1) (66,883) 1,228,405
----------------------------------------------------------------------------------------------
Total Revenues 30,709,882 15,458,266 2,910,656 3,944,030 (5,940,048) 47,082,786
Expenses:
Operating Expenses 17,474,127 5,260,883 1,351,959 1,415,886 (1) (2,701,332) 22,801,523
General and Administration Expenses 6,311,986 5,417,788 728,611 758,347 (1) (2,268,263) 10,948,469
Depreciation and Amortization 2,117,288 2,007,801 301,873 276,836 (3) 407,340 5,111,138
----------------------------------------------------------------------------------------------
Total Expenses 25,903,401 12,686,472 2,382,443 2,451,069 (4,562,255) 38,861,130
----------------------------------------------------------------------------------------------
Income from Operations 4,806,481 2,771,794 528,213 1,492,961 (1,377,793) 8,221,656
Other Income (Expense):
Interest Income 3,185,815 89,872 5,477 17,020 (1) (487,608) 2,810,576
Interest Expense (2,022,494) (6,036,275) (615,951) (769,100) (4) 1,819,883 (7,623,937)
Other 440,007 (348,308) -- -- -- 91,699
----------------------------------------------------------------------------------------------
Income before Income Taxes and
Minority Interest in
Consolidated Partnerships
6,409,809 (3,522,917) (82,261) 740,881 (45,518) 3,499,994
Provision for Income Taxes (792,524) -- -- -- (6) 174,795 (617,729)
----------------------------------------------------------------------------------------------
Income before Minority Interest in
Consolidated Partnerships 5,617,285 (3,522,917) (82,261) 740,881 129,277 2,882,265
Minority Interest in Consolidated
Partnerships (1,936,122) -- -- -- (1,936,122)
----------------------------------------------------------------------------------------------
Net Income (Loss) $ 3,681,163 $(3,522,917) $ (82,261) $ 740,881 $129,277 $ 946,143
==============================================================================================
Net Income Per Share:
Basic and Diluted $ 0.33 $ 0.08
============= ============
Weighted Average Shares Outstanding 11,150,087 11,150,087
============= ============
</TABLE>
The above Pro Forma Adjustments do not reflect the additional deferred
interest income earned by the Company on its investments in the NHP Pension
Notes.
The accompanying notes are an integral part of these pro forma combined
financial statements.
22
<PAGE>
CAPITAL SENIOR LIVING CORPORATION
NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS
1. Basis of Presentation
The unaudited Pro Forma Combined Balance Sheet as of September 30, 1998
and unaudited Pro Forma Combined Statements of Income for the nine months ended
September 30, 1998 and the year ended December 31, 1997, represent the financial
position and results of operations of the Company for such periods after giving
effect to the adjustments described in the accompanying notes, relating to the
acquisitions of properties from NHP and Gramercy Hill Enterprises and Tesson
Heights Enterprises, as if these transactions had occurred as of September 30,
1998 for the unaudited Pro Forma Combined Balance Sheet, and as of January 1,
1997 for the unaudited Pro Forma Combined Statements of Income.
2. Financing Transaction of NHP and Tesson Heights Enterprises
On September 30, 1998, the Company, through Capital Senior Living
Properties 2-NHPCT, Inc. ("CSLP 2-NHPCT"), an indirect wholly-owned subsidiary,
entered into a $60,000,000 mortgage loan agreement with Lehman Brothers
Holdings, Inc. ("LBHI Loan"). The purpose of the LBHI Loan is to provide
financing for the acquisition of four NHP senior living communities, as well as
for the Tesson Heights Enterprises ("Tesson") senior living community, all of
which have been pledged as collateral. Interest costs are based on 30-day LIBOR,
which was approximately 7.25% at September 30, 1998. The loan agreement matures
October 1, 1999.
3. Financing Transaction of Gramercy Hill Enterprises
On October 28, 1998, the Company, through Capital Senior Living
Properties 2-Gramercy, Inc. ("CSLP 2-Gramercy"), an indirect wholly-owned
subsidiary, entered into a $6,400,000 Assumption and Release Agreement with
Fannie Mae in favor of Washington Mortgage Financial Group, Ltd. ("WMFG") and a
$1,980,000 multifamily note in favor of WMF Washington Mortgage Corp. ("WMFC").
The purpose of the loans is to provide financing for the acquisition. The senior
living community has been pledged as collateral under these loans. Interest
costs are approximately 7.50%. The Assumption and Release Agreement and WMFC
note mature on January, 2008 and January, 2010, respectively.
4. Acquisitions
NHP Transaction.
----------------
On September 30, 1998, the Company, through CSLP 2-NHPCT, an indirect
wholly-owned subsidiary, completed the acquisition of four senior living
communities from NHP for cash consideration of $40,650,000, pursuant to the
terms of the Asset Purchase Agreement, which was previously filed as Exhibit 2.1
to the NHP Form 8-K, dated as of July 24, 1998, by and between NHP and CSLP
2-NHPCT. The funds for the transaction were provided from working capital of the
Company and from the proceeds of the LBHI Loan pursuant to the terms of the Loan
Agreement, which was previously filed as Exhibit 2.3 to the NHP Form 8-K, dated
as of September 30, 1998, by and between Purchaser and Lehman Brothers Holdings
Inc. d/b/a Lehman Capital, a division of Lehman Brothers Holdings Inc.
23
<PAGE>
CAPITAL SENIOR LIVING CORPORATION
NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS - (Continued)
The senior living communities acquired by the Company from NHP are The
Atrium of Carmichael in Carmichael, California; Crosswoods Oaks in Citrus
Heights, California; The Heatherwood in Southfield, Michigan; and The Veranda
Club in Boca Raton, Florida. Capital Senior Living, Inc. ("CSL"), a subsidiary
of the Company, has operated these communities under a long-term management
contract since 1992. The purchase price for the properties was determined by
independent appraisal. Personnel working at the property sites and certain home
office personnel who perform services for NHP are employees of CSL. NHP (prior
to the acquisitions) reimbursed CSL for the salaries, related benefits, and
overhead reimbursements of such personnel. Capital Realty Group Brokerage, Inc.,
a company wholly-owned by Messrs. Jeffrey L. Beck and James A. Stroud, the Chief
Executive and Chief Operating Officers of the Company, respectively, received a
brokerage fee of $1,219,500 related to this transaction, which was paid by NHP.
The acquisitions were accounted for as a purchase business combination.
This transaction is included in the Company's historical balance sheet as of
September 30, 1998.
Gramercy/Tesson Transactions.
----------------------------
On October 28, 1998, the Company, through CSLP 2-Gramercy and CSLP
2-NHPCT, both indirect wholly-owned subsidiaries, completed the acquisition of
two senior living communities from Gramercy Hill Enterprises, a Texas limited
partnership ("Gramercy"), and Tesson, for aggregate consideration of
approximately $34,000,000, pursuant to the terms of certain Asset Purchase
Agreements, which were previously filed as Exhibit 2.1 and Exhibit 2.2, dated as
of July 28, 1998, by and between Gramercy and Tesson, respectively, and CSLP
2-Gramercy and CSLP 2-NHPCT, respectively. The funds for the Tesson transaction
were provided from working capital of the Company and from the proceeds of the
LBHI Loan, dated as of September 30, 1998, with Lehman Brothers Holdings Inc.
d/b/a Lehman Capital, a division of Lehman Brothers Holdings Inc. The funds for
the Gramercy transaction were provided from working capital of the Company, the
assumption of the $6,400,000 WMFG promissory note and from the proceeds of the
$1,980,000 WMFC loan.
The senior living communities acquired by the Company are Gramercy Hill
in Lincoln, Nebraska and Tesson Heights, in St. Louis, Missouri. The purchase
price for the properties was determined through negotiations between the
parties.
The acquisitions were accounted for as a purchase business combination.
5. Basis of Valuation
The Company has obtained independent valuations of the senior living
communities from third party valuation firms, which were utilized in determining
the purchase accounting of the NHP, Gramercy and Tesson businesses acquired.
24
<PAGE>
CAPITAL SENIOR LIVING CORPORATION
NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS - (Continued)
6. Pro Forma Adjustments
The pro forma adjustments to the combined balance sheet and combined
statements of income, and related assumptions, are detailed below:
Pro Forma Combined Balance Sheet
<TABLE>
<CAPTION>
<S> <C> <C>
September 30, 1998
------------------
(1) Reduction for Gramercy cash of $523,972 and Tesson cash of
$582,334 not acquired by the Company.
(2) Adjustment to reflect the reduction for certain working capital items
of Gramercy and Tesson which were not acquired or assumed by the
Company.
(3) Increase in value of property and equipment acquired based upon the
fair market value of the assets (Gramercy $6,149,498 and Tesson
$17,776,449). The property and equipment acquired is being depreciated
on a straight line basis over the lives of the assets, which range
from four to forty years.
(4) Adjustment to reflect the increase in deferred financing charges
of Gramercy as a result of the WMFC note.
(5) Adjustment to reflect the advance against the Company's line of
credit to acquire Gramercy and Tesson.
(6) Adjustment to reflect the increase in notes payable-current due
to the acquisitions.
(7) Adjustment to reflect the increase in notes payable:
Recording of the additional funding of the LBHI
Loan $15,400,000
Repayment of the Tesson loan with proceeds from
the purchase (8,103,460)
Recording of the WMFC Loan 1,957,799
Reclassing the current portion of the WMFC Loan (117,386)
------------
$9,136,953
============
(8) Adjustment to eliminate the historical partners' capital and
retained earnings of Gramercy and Tesson as the acquisitions
were accounted for as purchase.
</TABLE>
25
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
CAPITAL SENIOR LIVING CORPORATION
NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS - (Continued)
Pro Forma Combined Statements of Income
Nine Months
Ended Year Ended
September 30, 1998 December 31, 1997
-------------------------- -----------------------
(1) Adjustments to reflect the elimination of revenue, interest income,
other revenue, operating expenses and general and administrative
expenses for NHP entities and partnership level activity not acquired
or assumed by the Company and interest income foregone relating to
the use of the Company's existing working capital.
(2) Adjustment to reflect the elimination of intercompany
management fees relating to the NHP properties
acquired.
(3) Adjustment to reflect the net increase (decrease) in
depreciation and amortization expense:
Elimination of depreciation expense for NHP
entities not acquired or assumed by the
Company $(648,308) $(860,379)
Addition of depreciation expense as a result of the
purchase of property and reevaluation of asset
lives 744,328 1,267,719
-------------------------- -----------------------
$ 96,020 $407,340
========================== =======================
(4) Adjustment to reflect the net increase (decrease) in
interest expense:
Elimination of interest expense for NHP and
Tesson debt relating to properties and
operations not acquired or assumed by the
Company $(5,312,122) $(6,805,375)
Elimination of amortization of deferred loan costs
for debt related to properties not acquired (11,984) (36,389)
Addition of interest expense as a result of the
financing of the acquired properties 3,373,449 4,499,773
Addition of amortization expense relating to
deferred loan costs 8,433 $522,108
-------------------------- -----------------------
$(1,942,224) $(1,819,883)
========================== =======================
(5) Adjustment to eliminate NHP and entities gain on the
sale of the four properties.
(6) The Company was an S corporation for federal income tax purposes
through November 5, 1997 and NHP, Gramercy and Tesson operated as
partnerships, and accordingly, incurred no income taxes. The Pro
Forma adjustment is to reflect income taxes on the Pro Forma company
as if it operated as a C corporation using an effective tax rate of
39.5%.
</TABLE>
26
<PAGE>
CAPITAL SENIOR LIVING CORPORATION
NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS - (Continued)
7. Other
The unaudited Pro Forma Combined Balance Sheet and unaudited Pro Forma
Combined Statements of Income are preliminary and are presented for
informational purposes only and do not necessarily reflect the financial
position or results of operations of the Company which would have actually
resulted had the acquisitions occurred as of the dates indicated, or the future
results of operations of the Company.
27
<PAGE>
(c) Exhibits.
*2.1 Asset Purchase Agreement, dated as of July 28, 1998, by and between
Capital Senior Living Properties, Inc. and Gramercy Hill Enterprises.
*2.2 Asset Purchase Agreement, dated as of July 28, 1998, by and between
Capital Senior Living Properties, Inc. and Tesson Heights Enterprises.
2.3 Loan Agreement, dated as of September 30, 1998, by and between Capital
Senior Living Properties 2 - NHPCT, Inc. and Lehman Brothers Holdings
Inc. d/b/a Lehman Capital, a division of Lehman Brothers Holdings Inc.
(filed as Exhibit 2.3 to Form 8-K of the Company, dated September 30,
1998).
*2.4 Assumption and Release Agreement, effective as of October 28, 1998,
among Gramercy Hill Enterprises, Andrew C. Jacobs, Capital Senior
Living Properties 2- Gramercy, Inc., Capital Senior Living Corporation
and Fannie Mae.
*2.5 Multifamily Note, dated December 4, 1997, of Gramercy Hill Enterprises
in favor of Washington Mortgage Financial Group, Ltd.
*2.6 Multifamily Deed of Trust, dated December 4, 1997, among Gramercy Hill
Enterprises, Ticor Title Insurance Company and Washington Mortgage
Financial Group, Inc.
*2.7 Multifamily Note, dated October 28, 1998, of Capital Senior Living
Properties 2- Gramercy, Inc. in favor of WMF Washington Mortgage Corp.
*2.8 Multifamily Deed of Trust, Assignment of Rents and Security Agreement,
dated October 28, 1998, among Capital Senior Living Properties
2-Gramercy, Inc., Chicago Title Insurance Company and WMF Washington
Mortgage Corp.
*99.1 Press Release, dated October 29, 1998.
- ------------------
* Filed previously with the Current Report on Form 8-K of the Company, dated
October 28, 1998.
28
<PAGE>
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.
CAPITAL SENIOR LIVING CORPORATION
(Registrant)
Date: January 8, 1999
By: /s/ Lawrence A. Cohen
------------------------
Lawrence A. Cohen
Chief Financial Officer
29
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
EXHIBIT INDEX
Sequentially
Exhibit No. Exhibit Description Numbered Page
- ----------- ------------------- -------------
*2.1 Asset Purchase Agreement, dated as of July 28, 1998, by and between Capital
Senior Living Properties, Inc. and Gramercy Hill Enterprises.
*2.2 Asset Purchase Agreement, dated as of July 28, 1998, by and between Capital
Senior Living Properties, Inc. and Tesson Heights Enterprises.
2.3 Loan Agreement, dated as of September 30, 1998, by and between Capital
Senior Living Properties 2 - NHPCT, Inc. and Lehman Brothers Holdings Inc.
d/b/a Lehman Capital, a division of Lehman Brothers Holdings Inc. (filed as
Exhibit 2.3 to Form 8-K of the Company, dated September 30, 1998).
*2.4 Assumption and Release Agreement, effective as of October
28, 1998, among Gramercy Hill Enterprises, Andrew C. Jacobs,
Capital Senior Living Properties 2-Gramercy, Inc., Capital
Senior Living Corporation and Fannie Mae.
*2.5 Multifamily Note, dated December 4, 1997, of Gramercy Hill Enterprises in
favor of Washington Mortgage Financial Group, Ltd.
*2.6 Multifamily Deed of Trust, dated December 4, 1997, among Gramercy Hill
Enterprises, Ticor Title Insurance Company and Washington Mortgage Financial
Group, Inc.
*2.7 Multifamily Note, dated October 28, 1998, of Capital Senior Living Properties
2-Gramercy, Inc. in favor of WMF Washington Mortgage Corp.
*2.8 Multifamily Deed of Trust, Assignment of Rents and Security
Agreement, dated October 28, 1998, among Capital Senior
Living Properties 2-Gramercy, Inc., Chicago Title Insurance
Company and WMF Washington Mortgage Corp.
*99.1 Press Release, dated October 29, 1998.
<FN>
- --------------------
* Filed previously with the Current Report on Form 8-K of the Company,
dated October 28, 1998.
</FN>
</TABLE>
30
