SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CAPITAL SENIOR LIVING CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 75-2678809
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(State of incorporation or (IRS Employer
organization) Identification No.)
14160 Dallas Parkway, Suite 300
Dallas, Texas 75240
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [X]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [ ]
Securities Act registration statement file numbers to which this form
relates........... N/A
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Preferred Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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Title of Class
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ITEM 1. Description of Securities To Be Registered.
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Rights. On March 9, 2000, the Board of Directors of CAPITAL SENIOR
LIVING CORPORATION (the "Company") declared a dividend of one preferred share
purchase right (a "Right") for each outstanding share of common stock, par value
$.01 per share, of the Company (the "Common Stock"). The dividend is payable on
March 20, 2000 (the "Record Date") to the stockholders of record on that date.
Each Right entitles the registered holder to purchase from the Company one
one-thousandth of a share of Series A Junior Participating Preferred Stock, par
value $.01 per share, of the Company (the "Preferred Stock") at a price of
$22.00 per one one- thousandth of a share of Preferred Stock (the "Purchase
Price"), subject to adjustment. The description and terms of the Rights are set
forth in a Rights Agreement dated as of March 9, 2000, as the same may be
amended from time to time (the "Rights Agreement"), between the Company and
CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent (the "Rights Agent").
Detachment of Rights. Until the earlier to occur of (i) 10 days
following a public announcement that a person or group of affiliated or
associated persons (with certain exceptions, an "Acquiring Person") has acquired
beneficial ownership of 15% or more of the outstanding shares of Common Stock or
(ii) 10 business days (or such later date as may be determined by action of the
Board of Directors prior to such time as any person or group of affiliated
persons becomes an Acquiring Person) following the commencement of, or
announcement of an intention to make, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a person or
group of 15% or more of the outstanding shares of Common Stock (the earlier of
such dates being called the "Distribution Date"), the Rights will be evidenced,
with respect to any of the Common Stock certificates outstanding as of the
Record Date, by such Common Stock certificate together with a copy of the
Summary of Rights in substantially the form of Exhibit C to the Rights Agreement
(the "Summary of Rights").
The Rights Agreement provides that, until the Distribution Date (or
earlier expiration of the Rights), the Rights will be transferred with and only
with the Common Stock. Until the Distribution Date (or earlier expiration of the
Rights), new Common Stock certificates issued after the Record Date upon
transfer or new issuances of Common Stock will contain a notation incorporating
the Rights Agreement by reference. Until the Distribution Date (or earlier
expiration of the Rights), the surrender for transfer of any certificates for
shares of Common Stock outstanding as of the Record Date, even without such
notation or a copy of the Summary of Rights, will also constitute the transfer
of the Rights associated with the shares of Common Stock represented by such
certificates. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Stock as of the close of business on the
Distribution Date and such separate Right Certificates alone will evidence the
Rights.
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The Rights are not exercisable until the Distribution Date. The Rights
will expire on March 9, 2010 (the "Final Expiration Date"), unless the Final
Expiration Date is advanced or extended or unless the Rights are earlier
redeemed or exchanged by the Company, in each case as described below.
If any person or group of affiliated or associated persons becomes an
Acquiring Person, each holder of a Right, other than Rights beneficially owned
by the Acquiring Person (which will thereupon become void), will thereafter have
the right to receive upon exercise of a Right that number of shares of Common
Stock having a market value of two times the exercise price of the Right.
If, after a person or group has become an Acquiring Person, the Company
is acquired in a merger or other business combination transaction or 50% or more
of its consolidated assets or earning power are sold, proper provisions will be
made so that each holder of a Right (other than Rights beneficially owned by an
Acquiring Person which will have become void) will thereafter have the right to
receive upon the exercise of a Right that number of shares of common stock of
the person with whom the Company has engaged in the foregoing transaction (or
its parent) that at the time of such transaction have a market value of two
times the exercise price of the Right.
At any time after any person or group becomes an Acquiring Person and
prior to the earlier of one of the events described in the previous paragraph or
the acquisition by such Acquiring Person of 50% or more of the outstanding
shares of Common Stock, the Board of Directors of the Company may exchange the
Rights (other than Rights owned by such Acquiring Person which will have become
void), in whole or in part, for shares of Common Stock or Preferred Stock (or a
series of the Company's preferred stock having equivalent rights, preferences
and privileges), at an exchange ratio of one share of Common Stock, or a
fractional share of Preferred Stock (or other preferred stock) equivalent in
value thereto, per Right.
Preferred Shares. Shares of Preferred Stock purchasable upon exercise
of the Rights will not be redeemable. Each share of Preferred Stock will be
entitled, when, as and if declared, to a dividend payment per share equal to an
aggregate dividend of 1,000 times the dividend declared per share of Common
Stock. Upon the liquidation, dissolution or winding up of the Company, the
holders of the Preferred Stock will be entitled to a minimum preferential
payment of $1.00 per share (plus any accrued but unpaid dividends) and will be
entitled to an aggregate payment of 1,000 times the payment made per share of
Common Stock. Each share of Preferred Stock will have 1,000 votes, voting
together with the Common Stock. Finally, upon any merger, consolidation or other
transaction in which outstanding shares of Common Stock are converted or
exchanged, each share of Preferred Stock will be entitled to receive 1,000 times
the amount received per share of Common Stock. These Rights are protected by
customary antidilution provisions.
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Because of the nature of the Preferred Stock's dividend, liquidation
and voting rights, the value of the one one-thousandth interest in a share of
Preferred Stock purchasable upon exercise of each Right should approximately be
the value of one share of Common Stock.
The offer and sale of the shares of Preferred Stock or shares of Common
Stock issuable upon exercise of the Rights will be registered pursuant to the
Securities Act of 1933, as amended; such registration will not become effective
until the Rights become exercisable.
Antidilution and Other Adjustments. The number of one one-thousandths
of a Preferred Share or other securities or property issuable upon exercise of
the Rights, and the Purchase Price payable, are subject to customary adjustments
from time to time to prevent dilution.
Redemption of Rights. At any time prior to the time an Acquiring Person
becomes such, the Board of Directors of the Company may redeem all but not less
than all of the then outstanding Rights at a price of $.001 per Right (the
"Redemption Price"). The redemption of the Rights may be made effective at such
time, on such basis and with such conditions as the Board of Directors in its
sole discretion may establish. Immediately upon redemption of the Rights, the
right to exercise the Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price.
No Rights as Stockholder. Until a Right is exercised, the holder
thereof, as such, will have no rights as a stockholder of the Company,
including, without limitation, the right to vote or to receive dividends.
Amendment of Rights. For so long as the Rights are then redeemable, the
Company may, except with respect to the redemption price, amend the Rights
Agreement in any manner. After the Rights are no longer redeemable, the Company
may, except with respect to the redemption price, amend the Rights Agreement in
any manner that does not adversely affect the interests of holders of the
Rights.
This summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement filed
herewith as Exhibit 1, which is hereby incorporated by reference.
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ITEM 2. Exhibits.
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1. Rights Agreement dated as of March 9, 2000, between Capital
Senior Living Corporation and ChaseMellon Shareholder
Services, L.L.C., which includes the form of Certificate of
Designation of Series A Junior Participating Preferred Stock,
$.01 par value, as Exhibit A, the form of Right Certificate as
Exhibit B, and the Summary of Rights as Exhibit C.
(Incorporated by reference to Exhibit 4.1 of the Company's
Form 8-K filed March 17, 2000)
2. Form of Certificate of Designation of Series A Junior
Participating Preferred Stock, $.01 par value (included as
Exhibit A to the Rights Agreement, which is Exhibit 1 hereto).
3. Form of Right Certificate (included as Exhibit B to the Rights
Agreement, which is Exhibit 1 hereto). Pursuant to the Rights
Agreement, printed Right Certificates will not be mailed until
as soon as practicable after the Distribution Date.
4. Form of Summary of Rights (included as Exhibit C to the Rights
Agreement, which is Exhibit 1 hereto) that, together with
certificates representing the outstanding Common Stock of the
Company, shall represent the Rights until the Distribution
Date.
5. Specimen of legend to be placed, pursuant to Section 3(c) of
the Rights Agreement, on all new Common Stock certificates
issued after March 20, 2000 and prior to the Distribution Date
upon transfer, exchange or new issuance (included in Section
3(c) of the Rights Agreement, which is Exhibit 1 hereto).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 16, 2000
CAPITAL SENIOR LIVING CORPORATION
By: /s/ Lawrence A. Cohen
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Name: Lawrence A. Cohen
Title: Chief Executive Officer
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EXHIBIT INDEX
Exhibit
No. Exhibit Description
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1. Rights Agreement, dated as of March 9, 2000, between
Capital Senior Living Corporation and ChaseMellon
Shareholder Services, L.L.C., which includes the form
of Certificate of Designation of the Series A Junior
Participating Preferred Stock, $.01 par value, as
Exhibit A, the form of Right Certificate as Exhibit B,
and the Summary of Rights as Exhibit C. (Incorporated
by reference to Exhibit 4.1 of the Company's Form 8-K
filed on March 17, 2000.)
2. Form of Certificate of Designation of Series A Junior
Participating Preferred Stock, $.01 par value
(included as Exhibit A to the Rights Agreement, which
is Exhibit 1 hereto).
3. Form of Right Certificate (included as Exhibit B to
the Rights Agreement, which is Exhibit 1 hereto).
Pursuant to the Rights Agreement, printed Right
Certificates will not be mailed until as soon as
practicable after the Distribution Date.
4. Form of Summary of Rights (included as Exhibit C to
the Rights Agreement, which is Exhibit 1 hereto) that,
together with certificates representing the
outstanding Common Stock of the Company, shall
represent the Rights until the Distribution Date.
5. Specimen of legend to be placed, pursuant to
Section 3(c) of the Rights Agreement, on all new
Common Stock certificates issued after March 20, 2000
and prior to the Distribution Date upon transfer,
exchange or new issuance (included in Section 3(c) of
the Rights Agreement, which is Exhibit 1 hereto).
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