SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Earliest Event Reported: April 18, 2000
CAPITAL SENIOR LIVING CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-17445 75-2678809
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
14160 Dallas Parkway, Suite 300
Dallas, Texas 75240
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (972) 770-5600
<PAGE>
ITEM 5. OTHER EVENTS.
On April 18, 2000, Capital Senior Living Corporation, a Delaware
corporation ("Capital Senior Living"), Capital Senior Living Acquisition, LLC, a
Delaware limited liability company and direct wholly-owned subsidiary of Capital
Senior Living ("Merger Sub"), and ILM II Senior Living, Inc., a Virginia
finite-life corporation ("ILM II"), entered into a First Amendment to Amended
and Restated Agreement and Plan of Merger (the "First Amendment to Amended and
Restated Merger Agreement"), pursuant to which ILM II will merge with and into
Merger Sub (the "Merger"). The First Amendment to Amended and Restated Merger
Agreement amends that certain Amended and Restated Agreement and Plan of Merger,
dated as of October 19, 1999, which had amended and restated that certain
Agreement and Plan of Merger, dated as of February 7, 1999, by and among Capital
Senior Living, Merger Sub, ILM II and Capital Senior Living Trust I, a grantor
trust established and existing under the laws of Delaware, all of whose
beneficial interests are held by Capital Senior Living. The aggregate value of
the consideration to be paid in the Merger pursuant to the First Amendment to
Amended and Restated Merger Agreement is $67,571,000. As a result of the Merger,
each outstanding share of the common stock of ILM II will be converted into the
right to receive approximately $13.04 in cash. The Merger is conditioned upon,
among other things, approval of the Merger by holders of two-thirds of the
outstanding common stock of ILM II, and upon other customary conditions. The
First Amendment to Amended and Restated Merger Agreement is attached as Exhibit
1 hereto and its terms are incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
1. First Amendment to Amended and Restated Agreement and
Plan of Merger, dated as of April 18, 2000, by and
among Capital Senior Living Corporation, Capital
Senior Living Acquisition, LLC and ILM II Senior
Living, Inc.
<PAGE>
SIGNATURE
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, thereunto duly authorized.
Dated: May 8, 2000
CAPITAL SENIOR LIVING CORPORATION
By: /s/ James A. Stroud
--------------------------
Name: James A. Stroud
Title: Chairman
<PAGE>
EXHIBIT INDEX
Exhibit
No. Exhibit Description
1 First Amendment to Amended and Restated Agreement and Plan
of Merger, dated as of April 18, 2000, by and among Capital
Senior Living Corporation, Capital Senior Living
Acquisition, LLC and ILM II Senior Living, Inc.
FIRST AMENDMENT TO
AMENDED AND RESTATED
AGREEMENT AND PLAN OF MERGER
FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER
dated April 18, 2000 (this "Amendment"), among CAPITAL SENIOR LIVING
CORPORATION, a Delaware corporation ("CSLC"); CAPITAL SENIOR LIVING ACQUISITION,
LLC, a Delaware limited liability company, all of the outstanding membership
interests in which are wholly-owned by CSLC ("Sub"); and ILM II SENIOR LIVING,
INC., a Virginia finite-life corporation (the "Company").
W I T N E S S E T H :
WHEREAS, CSLC, Sub and the Company entered into an Amended and Restated
Agreement and Plan of Merger dated October 19, 1999 (the "Original Agreement");
WHEREAS, the parties to the Original Agreement desire to amend certain
terms of the Original Agreement as hereinafter set forth;
WHEREAS, the respective Boards of Directors of CSLC and the Company
have determined that it is fair to and in the best interests of their respective
stockholders to consummate the acquisition of the Company by CSLC, by means of a
cash out merger of the Company with and into Sub, upon the terms and subject to
the conditions set forth in the Original Agreement as amended by this Amendment
(the "Merger");
WHEREAS, the respective Boards of Directors of CSLC and the Company,
and CSLC as sole member of Sub, have approved the Merger and the Original
Agreement as amended by this Amendment and the transactions contemplated hereby
and thereby;
NOW, THEREFORE, in consideration of the mutual premises and the
representations, warranties, agreements and covenants herein contained, the
parties hereto, intending to be legally bound, hereby agree as follows:
1. The Original Agreement is hereby amended as follows:
(a) The Merger Consideration set forth in Section 2.1(c) of
the Original Agreement is hereby amended by deleting the number
"$14.471836" and inserting in its place "$13.041483";
(b) The termination fee (to CSLC) set forth in both the second
and third paragraphs of Section 5.6(b) of the Original Agreement is
hereby amended by deleting the number "$2,964,400" in each of such
second and third paragraphs and inserting in its place "$1,858,200";
<PAGE>
(c) The termination fee (to the Company) set forth in Section
5.6(e) of the Original Agreement is hereby amended by deleting the
number "$850,000" and inserting in its place "$1,540,000";
(d) Section 3.1(m) of the Original Agreement is hereby amended
by deleting therefrom the words "October 6, 1999" and inserting in
their place "April 17, 2000."
(e) Section 3.2(j) of the Original Agreement is hereby amended
by deleting the provisions thereof in their entirety and inserting in
their place:
"(j) Receipt of Financing Commitment. CSLC has paid for and
obtained, and heretofore has provided the Company with true
and complete executed copies of, that certain commitment
letter of GMAC Commercial Mortgage Corporation ("GMAC") dated
April 14, 2000 and addressed to CSLC, pursuant to which GMAC
has committed, upon the terms and subject to the conditions
specified therein, to provide to CSLC an aggregate sum in cash
which, together with funds segregated by CSLC, will be
sufficient in amount to pay, in full at the Effective Time, to
the holders of Company Common Stock, the Exchange Funds (the
"Financing Commitment")."
(f) Section 5.6(c) of the Original Agreement is hereby amended
by deleting the second sentence thereof in its entirety.
(g) Section 5.17 of the Original Agreement is hereby amended
by deleting the provisions thereof in their entirety.
(h) Section 6.3(d) of the Original Agreement is hereby amended
by deleting the provisions thereof in their entirety and inserting in
their place:
"(d) Payment of Exchange Funds. CSLC shall have received the
proceeds of the Financing Commitment, or otherwise shall have
obtained and segregated for payment to the Company sufficient
cash funds, to pay in full at the Effective Time to the
holders of the Company Common Stock, the Exchange Funds."
(i) All references to the Original Agreement shall hereafter
refer to the Original Agreement as amended by this Amendment.
2. Except as amended in this Amendment, the Original Agreement remains
in full force and effect. All capitalized terms used in this Amendment which are
not otherwise defined in this Amendment shall be as defined in the Original
Agreement.
2
<PAGE>
3. This Amendment may be executed in one or more counterparts
(including by facsimile transmission), all of which shall be considered one and
the same agreement and shall become effective when one or more counterparts have
been signed by all of the parties hereto and delivered to the other parties; it
being hereby understood that all parties need not sign the same counterpart.
IN WITNESS WHEREOF, CSLC, Sub, and the Company have caused this
Agreement to be executed and delivered by their respective officers thereunto
duly authorized, all on this 18th day of April, 2000.
CAPITAL SENIOR LIVING CORPORATION
By: /s/ James A. Stroud
-------------------------------
Name: James A. Stroud
Title: Chairman of the Company
CAPITAL SENIOR LIVING ACQUISITION, LLC
By: /s/ Lawrence A. Cohen
-------------------------------
Name: Lawrence A. Cohen
Title: Chief Executive Officer
ILM II SENIOR LIVING, INC.
By: /s/ J. William Sharman, Jr.
-------------------------------
Name: J. William Sharman, Jr.
Title: Chairman of the Board of
Directors, President and
Chief Executive Officer
3
