UNITED STATES
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 Report (Date of earliest event reported):NOVEMBER 28, 2000
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CAPITAL SENIOR LIVING CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-1744500 75-2678809
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
14160 Dallas Parkway, Suite 300, Dallas, Texas 75240
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (972) 770-5600
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(Not Applicable)
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On November 28, 2000, Capital Senior Living Corporation, a Delaware
corporation (the "Company") amended certain terms relating to the pending merger
("Merger") with ILM II Senior Living, Inc., a Virginia finite-life corporation
("ILM II"), provided for in the Amended and Restated Agreement and Plan of
Merger, dated October 19, 1999, as amended on April 18, 2000, by and among the
Company, ILM II and Capital Senior Living Acquisition, LLC, a Delaware limited
liability company (the "Merger Agreement"). The Company has entered into an
amendment (the "Amendment") to the Merger Agreement which, among other things,
extends until at least March 31, 2001 the outside termination date of the
Merger. The Merger was previously approved by the shareholders of ILM II at a
special meeting on June 22, 2000.
Pursuant to the terms and conditions of the Amendment, in addition to
the extension of time to close, the Company agreed to (i) terminate, after March
31, 2000, all of the rights of first and last offer the Company may have with
respect to the sale by ILM II of the common stock of ILM II of its ownership
interest in ILM II Holdings, Inc., a Virginia finite-life corporation, and/or of
the senior living properties and assets of ILM II, and (ii) reduce the amount of
certain termination fees payable to the Company by ILM II under certain limited
circumstances from $1,858,200 to $1,000,000. In accordance with the terms of the
Amendment, ILM II shall be permitted to distribute to its shareholders all or
any portion of any proceeds received from the Company as a result of the sale of
the Santa Barbara senior living facility, provided that any such distribution
shall be considered a partial payment of the merger consideration of $13.04 per
share, among other conditions. All other terms of the Merger Agreement remain in
full force and effect.
The Merger was originally scheduled to be consummated on or prior to
September 30, 2000, but has not been consummated to date. The can be no
assurance that the Company will be able to obtain the necessary financing to
complete the Merger, or, even if such financing is obtained, that the Merger
will otherwise be consummated.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) The following Exhibits are filed as a part of this Curent Report
on Form 8-K:
10.1 Second Amendment to Amended and Restated Agreement and
Plan of Merger, dated November 28, 2000
10.2 First Amendment to Agreement, dated as of November 28,
2000
99.1 Press Release of Capital Senior Living Corporation,
dated December 7, 2000
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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.
CAPITAL SENIOR LIVING CORPORATION
/s/ Ralph A. Beattie
Date: December 19, 2000 By: -----------------------------
Ralph A. Beattie
Chief Financial Officer
