SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by Registrant: |X|
Filed by a Party other than the Registrant: |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Materials Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
Capital Senior Living Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction comput-
ed pursuant to Exchange Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
CAPITAL SENIOR LIVING CORPORATION
14160 Dallas Parkway, Suite 300
Dallas, Texas 75240
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 19, 2000
To the Stockholders of Capital Senior Living Corporation:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Annual Meeting") of Capital Senior Living Corporation, a Delaware corporation
(the "Company"), will be held at the Holiday Inn Select, 2645 LBJ Freeway,
Dallas, Texas at 10:00 a.m. (local time), on the 19th day of May, 2000, for the
following purposes:
1. To elect three (3) directors of the Company to hold office until
the Annual Meeting to be held in 2003 or until their respective successors
are duly elected and qualified;
2. To ratify the Board of Directors' appointment of Ernst & Young LLP,
independent accountants, as the Company's independent auditors for the year
ending December 31, 2000; and
3. To transact any and all other business that may properly come
before the Annual Meeting or any adjournment(s) thereof.
The Board of Directors has fixed the close of business on March 24,
2000, as the record date (the "Record Date") for the determination of
stockholders entitled to notice of and to vote at such meeting or any
adjournment(s) thereof. Only stockholders of record at the close of business on
the Record Date are entitled to notice of and to vote at the Annual Meeting. The
stock transfer books will not be closed. A list of stockholders entitled to vote
at the Annual Meeting will be available for examination at the offices of the
Company for 10 days prior to the Annual Meeting.
You are cordially invited to attend the Annual Meeting; however,
whether or not you expect to attend the meeting in person, you are urged to
mark, sign, date, and mail the enclosed form of proxy promptly so that your
shares of stock may be represented and voted in accordance with your wishes and
in order that the presence of a quorum may be assured at the Annual Meeting.
Your proxy will be returned to you if you are present at the Annual Meeting and
request its return in the manner provided for revocation of proxies on the
initial page of the enclosed proxy statement.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ James A. Stroud
-----------------------------------
James A. Stroud
Chairman of the Board and Secretary
April 17, 2000
Dallas, Texas
<PAGE>
CAPITAL SENIOR LIVING CORPORATION
14160 Dallas Parkway, Suite 300
Dallas, Texas 75240
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 19, 2000
---------------------------
SOLICITATION AND REVOCABILITY
OF PROXIES
The accompanying proxy is solicited by the Board of Directors on behalf
of Capital Senior Living Corporation, a Delaware corporation (the "Company"), to
be voted at the 2000 Annual Meeting of Stockholders of the Company (the "Annual
Meeting") to be held on May 19, 2000, at the time and place and for the purposes
set forth in the accompanying Notice of Annual Meeting of Stockholders (the
"Notice") and at any adjournment(s) thereof. When proxies in the accompanying
form are properly executed and received, the shares represented thereby will be
voted at the Annual Meeting in accordance with the directions noted thereon; if
no direction is indicated, such shares will be voted for the election of
directors as set forth on the accompanying Notice.
The executive offices of the Company are located at, and the mailing
address of the Company is, 14160 Dallas Parkway, Suite 300, Dallas, Texas 75240.
Management does not intend to present any business at the Annual
Meeting for a vote other than the matters set forth in the Notice and has no
information that others will do so. If other matters requiring a vote of the
stockholders properly come before the Annual Meeting, it is the intention of the
persons named in the accompanying form of proxy to vote the shares represented
by the proxies held by them in accordance with their judgment on such matters.
This proxy statement (the "Proxy Statement") and accompanying form of
proxy are being mailed on or about April 17, 2000. The Company's Annual Report
to Stockholders covering the Company's fiscal year ended December 31, 1999,
mailed to the Company's stockholders on or about April 17, 2000, does not form
any part of the materials for solicitation of proxies.
Any stockholder of the Company giving a proxy has the unconditional
right to revoke his or her proxy at any time prior to the voting thereof either
in person at the Annual Meeting by delivering a duly executed proxy bearing a
later date or by giving written notice of revocation to the Company addressed to
David R. Brickman, General Counsel, 14160 Dallas Parkway, Suite 300, Dallas,
Texas 75240; no such revocation shall be effective, however, unless such notice
of revocation has been received by the Company at or prior to the Annual
Meeting.
In addition to the solicitation of proxies by use of the mail, officers
and regular employees of the Company may solicit the return of proxies, either
by mail, telephone, telecopy, or through personal contact. Such officers and
employees will not be additionally compensated but will be reimbursed for
out-of-pocket expenses. Brokerage houses and other custodians, nominees, and
fiduciaries will, in connection with shares
-1-
<PAGE>
of common stock, par value $0.01 per share (the "Common Stock"), registered in
their names, be requested to forward solicitation material to the beneficial
owners of such shares of Common Stock.
The cost of preparing, printing, assembling, and mailing the Annual
Report, the Notice, this Proxy Statement, and the enclosed form of proxy, as
well as the reasonable cost of forwarding solicitation materials to the
beneficial owners of shares of the Company's Common Stock, and other costs of
solicitation, are to be borne by the Company.
QUORUM AND VOTING
The record date for the determination of stockholders entitled to
notice of and to vote at the Annual Meeting was the close of business on March
24, 2000 (the "Record Date"). On the Record Date, there were 19,717,347 shares
of Common Stock issued and outstanding.
Each holder of Common Stock is entitled to one vote per share on all
matters to be acted upon at the Annual Meeting, and neither the Company's
Amended and Restated Certificate of Incorporation nor its Amended and Restated
Bylaws allow for cumulative voting rights. The presence, in person or by proxy,
of the holders of a majority of the issued and outstanding shares of Common
Stock entitled to vote at the Annual Meeting is necessary to constitute a quorum
to transact business. If a quorum is not present or represented at the Annual
Meeting, the stockholders entitled to vote thereat, present in person or by
proxy, may adjourn the Annual Meeting from time-to-time without notice or other
announcement until a quorum is present or represented. Assuming the presence of
a quorum, the affirmative vote of the holders of a majority of the shares of
Common Stock voting at the Annual Meeting is required for the election of
directors. The affirmative vote of the holders of at least a majority of the
shares of Common Stock represented in person or by proxy at the Annual Meeting
and entitled to vote is required to ratify the appointment of the independent
auditors.
An automated system administered by the Company's transfer agent
tabulates the votes. Abstentions and broker non-votes are each included in the
determination of the number of shares present for determining a quorum. Each
proposal is tabulated separately. Abstentions are counted in tabulations of
votes cast on proposals presented to stockholders, whereas broker non-votes are
not counted as voting for purposes of determining whether a proposal has
received the necessary number of votes for approval of the proposal. With regard
to the election of directors, votes may be cast in favor of or withheld from
each nominee; votes that are withheld will be excluded entirely from the vote
and will have no effect.
The Company believes that, under the rules of the New York Stock
Exchange ("NYSE"), brokers who hold shares in "street name" on behalf of their
customers will have discretion, in the absence of voting instructions from the
customer, to vote such shares concerning all proposals.
-2-
<PAGE>
PRINCIPAL STOCKHOLDERS AND STOCK OWNERSHIP OF MANAGEMENT
The following table sets forth certain information with respect to
beneficial ownership of the Common Stock as of March 28, 2000, by: (i) each
person known by the Company to be the beneficial owner of more than five percent
of the Common Stock; (ii) each director of the Company; (iii) each of the
executive officers named in the Summary Compensation Table (the "Named Executive
Officers"); and (iv) all executive officers and directors of the Company as a
group. Except as otherwise indicated, the address of each person listed below is
14160 Dallas Parkway, Suite 300, Dallas, Texas 75240.
<TABLE>
<CAPTION>
Shares Beneficially
Owned (1) (2)
--------------------------------------------------
Name of Beneficial Owner Number Percent
- ------------------------ ---------------------- --------------------
<S> <C>
Jeffrey L. Beck..................................................... 4,538,673 (3) 22.9%
James A. Stroud..................................................... 4,491,295 (4) 22.7%
J.&W. Seligman & Co. Incorporated................................... 1,301,723 (5) 6.6%
William C. Morris................................................... 1,301,723 (5) 6.6%
Dimensional Fund Advisors Inc. ..................................... 1,290,100 (6) 6.5%
Capital Group International, Inc. ................................. 1,182,600 (7) 6.0%
Capital Guardian Trust Company .................................... 1,182,600 (7) 6.0%
CRA Real Estate Securities, L.P..................................... 1,114,400 (8) 5.7%
Lawrence A. Cohen................................................... 510,055 (9) 2.6%
Keith N. Johannessen................................................ 50,156 (10) *
Ralph A. Beattie ................................................... 39,193 (11) *
Rob L. Goodpaster................................................... 36,727 (12) *
Dr. Gordon I. Goldstein............................................. 12,217 (13) *
James A. Moore...................................................... 12,017 (14) *
Dr. Victor W. Nee................................................... 9,217 (15) *
All directors and executive officers as a group (14 persons)........ 5,258,751 (16) 26.5%
<FN>
- -----------------------
* Less than one percent.
(1) Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934 (the
"Exchange Act"), a person has beneficial ownership of any securities as to
which such person, directly or indirectly, through any contract,
arrangement, undertaking, relationship or otherwise has or shares voting
power and/or investment power and as to which such person has the right to
acquire such voting and/or investment power within 60 days. Percentage of
beneficial ownership as to any person as of a particular date is calculated
by dividing the number of shares beneficially owned by such person by the
sum of the number of shares outstanding as of such date and the number of
shares as to which such person has the right to acquire voting and/or
investment power within 60 days.
(2) Except for the percentages of certain parties that are based on presently
exercisable options which are indicated in the following footnotes to the
table, the percentages indicated are based on 19,717,347 shares of Common
Stock issued and outstanding on March 28, 2000. In the case of parties
holding presently exercisable options, the percentage ownership is
calculated on the assumption that the shares presently held or purchasable
within the next 60 days underlying such options are outstanding.
-3-
<PAGE>
(3) Consists of 4,458,673 shares held by Mr. Beck directly and 80,000 shares
which Mr. Beck may acquire upon the exercise of options immediately or
within 60 days after March 28, 2000.
(4) Consists of 55,000 shares held by Mr. Stroud directly, 4,358,340 shares
held indirectly over which Mr. Stroud has voting and dispositive power and
77,955 shares that Mr. Stroud may acquire upon the exercise of options
immediately or within 60 days after March 28, 2000.
(5) According to Schedule 13G/A, filed February 10, 2000. The address of J.&W.
Seligman & Co. Incorporated ("Seligman") and William C. Morris is 100 Park
Avenue, New York, New York 10017. Seligman is an investment advisor in
which Mr. Morris owns the majority of the outstanding voting securities.
Accordingly, the shares reported herein by Mr. Morris include those shares
separately reported by Seligman.
(6) According to Schedule 13G, filed February 3, 2000. The address of
Dimensional Fund Advisors Inc. is 1299 Ocean Avenue, 11th Floor, Santa
Monica, CA 90401.
(7) According to Schedule 13G, filed February 11, 2000. The address of Capital
Group International, Inc. ("Capital Group") and Capital Guardian Trust
Company ("Capital Guardian") is 1100 Santa Monica Blvd., Los Angeles, CA
90025. Capital Group is the parent holding company of Capital Guardian, a
bank as defined in Section 3(a)(6) of the Exchange Act.
(8) According to Schedule 13G, filed March 6, 1998. The address of CRA Real
Estate Securities, L.P. is 259 Radnor-Chester Road, Suite 205, Radnor,
Pennsylvania 19087.
(9) Consists of 450,000 shares held by Mr. Cohen directly, 300 shares held by
family members of Mr. Cohen, and 59,755 shares that Mr. Cohen may acquire
upon the exercise of options immediately or within 60 days after March 28,
2000.
(10) Consists of 50,156 shares that Mr. Johannessen may acquire upon the
exercise of options immediately or within 60 days after March 28, 2000.
(11) Consists of 39,193 shares that Mr. Beattie may acquire upon the exercise of
options immediately or within 60 days after March 28, 2000.
(12) Consists of 250 shares held by Mr. Goodpaster directly and 36,477 shares
that Mr. Goodpaster may acquire upon the exercise of options immediately or
within 60 days after March 28, 2000.
(13) Consists of 5,000 shares held directly by Roslyn S. Goldstein, the spouse
of Dr. Goldstein, and 7,217 shares that Dr. Goldstein may acquire upon the
exercise of options immediately or within 60 days after March 28, 2000.
(14) Consists of 4,800 shares held by Mr. Moore directly and 7,217 shares that
Mr. Moore may acquire upon the exercise of options immediately or within 60
days after March 28, 2000.
(15) Consists of 1,000 shares held by Dr. Nee directly, 1,000 shares held by
Mimi Nee, the spouse of Dr. Nee, and 7,217 shares that Dr. Nee may acquire
upon the exercise of options immediately or within 60 days after March 28,
2000.
(16) Includes 97,874 shares that such officers, collectively, may acquire upon
the exercise of options immediately or within 60 days after March 28, 2000.
</FN>
</TABLE>
-4-
<PAGE>
ELECTION OF DIRECTORS
(Proposal 1)
Nominees and Continuing Directors
Unless otherwise directed in the enclosed proxy, it is the intention of
the persons named in such proxy to nominate and to vote the shares represented
by such proxy for the election of the following named nominees for the office of
director of the Company, to hold office until the Annual Meeting to be held in
2003 and until his successor is duly elected and qualified or until his earlier
resignation or removal. Each of the nominees is presently a director of the
Company.
<TABLE>
<CAPTION>
Director's
Name Age Position(s) With the Company Term Expires
---- --- ---------------------------- ------------
Nominees:
<S> <C> <C> <C>
James A. Stroud......................... 49 Chairman of the Board and Chairman 2000
and Secretary of the Company
Keith N. Johannessen.................... 43 President and Chief Operating Officer 2000
of the Company and Director
Dr. Gordon I. Goldstein................. 63 Director 2000
Continuing Directors:
James A. Moore.......................... 65 Director 2001
Dr. Victor W. Nee....................... 64 Director 2001
Lawrence A. Cohen....................... 46 Vice Chairman of the Board and Chief 2002
Executive Officer of the Company
</TABLE>
James A. Stroud has served as a director and Chief Operating Officer of
the Company and its predecessors since January 1986. He currently serves as
Chairman of the Board and Chairman and Secretary of the Company. Mr. Stroud also
serves on the boards of various educational and charitable organizations, and in
varying capacities with several trade organizations, including as a member of
the Founder's Council and board of directors of the Assisted Living Federation
of America. Mr. Stroud also serves as an Advisory Group member to the National
Investment Conference. Mr. Stroud was the past President and Member of the board
of directors of the National Association for Senior Living Industry Executives.
He was also a Founder of the Texas Assisted Living Association and serves as a
member of its board of directors. Mr. Stroud has earned a Masters in Law, is a
licensed attorney and is also a Certified Public Accountant. Mr. Stroud has had
positions with businesses involved in senior living for 15 years.
Lawrence A. Cohen has served as a director and Vice Chairman since
November 1996. He was Chief Financial Officer from November 1996 to May 1999 and
has served as Chief Executive Officer since May 1999. From 1991 to 1996, Mr.
Cohen served as President and Chief Executive Officer of Paine Webber Properties
Incorporated, which controlled a real estate portfolio having a cost basis of
approximately $3.0 billion, including senior living facilities of approximately
$110.0 million. Mr. Cohen serves as a member of the Corporate Finance Committee
of the NASD Regulation, Inc., and was a founding member of the executive
-5-
<PAGE>
committee of the Board of the American Seniors Housing Association. Mr. Cohen
has earned a Masters in Law, is a licensed attorney and is also a Certified
Public Accountant. Mr. Cohen has had positions with businesses involved in
senior living for 15 years.
Keith N. Johannessen has served as President of the Company and its
predecessors since March 1994, and previously served as Executive Vice President
from May 1993 to February 1994. Mr. Johannessen has served as a director and
Chief Operating Officer since May 1999. From 1992 to 1993, Mr. Johannessen
served as Senior Manager in the health care practice of Ernst & Young. From 1987
to 1992, Mr. Johannessen was Executive Vice President of Oxford Retirement
Services, Inc. Mr. Johannessen has served on the State of the Industry and Model
Assisted Living Regulations Committees of the American Seniors Housing
Association. Mr. Johannessen has been active in operational aspects of senior
housing for 21 years.
Dr. Gordon I. Goldstein was an attending anesthesiologist at
Presbyterian Hospital in Dallas, Texas from 1967 through 1998 and at the Surgery
Center Southwest since 1990. He is currently emeritus staff at Presbyterian
Hospital of Dallas. He is board certified by the American Board of
Anesthesiology and has been a Fellow of the American College of Anesthesiology
since 1966. Dr. Goldstein has published Diagnosis and Treatment of Reactions of
Chymopapain and Successful Treatment of Cafe Coronary. Dr. Goldstein received
his undergraduate degree in biology and chemistry from East Tennessee State
University, his M.D. from the University of Tennessee Medical School and has
served in the medical profession in the northeast and the southwest. Dr.
Goldstein served as the Chairman of the Department of Anesthesiology at
Presbyterian Hospital in Dallas, Texas, from 1994 to 1997. He is currently
managing director of GF Holdings and a director of Sage Medical Experts.
James A. Moore is currently President of Moore Diversified Services,
Inc., a senior living consulting firm engaged in market feasibility studies,
investment advisory services, and marketing and strategic consulting in the
senior living industry. Mr. Moore has over 35 years of industry experience and
has conducted over 1,600 senior living consulting engagements in approximately
475 markets, in 46 states and six countries. Mr. Moore has authored numerous
senior living and health care industry technical papers and trade journal
articles, as well as the books Assisting Living--Pure & Simple Development and
Operating Strategies and Assisted Living 2000, which are required assisted
living certification course materials for the American College of Health Care
Administrators. Mr. Moore holds a Bachelor of Science degree in Industrial
Technology from Northeastern University in Boston and an MBA in Marketing and
Finance from Texas Christian University in Fort Worth, Texas.
Dr. Victor W. Nee, has been a Professor in the Department of Aerospace
and Mechanical Engineering at the University of Notre Dame since 1965. In
addition to his professorial duties, Dr. Nee served as Director of the Advanced
Technology Center at the University of Massachusetts, Dartmouth from 1993 to
1995, and as Director of the Advanced Engineering Research Laboratory at the
University of Notre Dame from 1991 to 1993. Dr. Nee received a Bachelors of
Science from the National Taiwan University in Civil Engineering and a Ph.D. in
Fluid Mechanics from The Johns Hopkins University. Dr. Nee holds international
positions as an advisor to governmental, educational and industrial
organizations in China.
The Board of Directors does not anticipate that any of the
aforementioned nominees for director will refuse or be unable to accept election
as a director of the Company, or be unable to serve as a director of the
Company. Should any of them become unavailable for nomination or election or
refuse to be nominated or to accept election as a director of the Company, then
the persons named in the enclosed form of proxy intend to vote the shares
represented in such proxy for the election of such other person or persons as
may be nominated or designated by the Board of Directors.
-6-
<PAGE>
There are no family relationships among any of the directors, director
nominees or executive officers of the Company.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE "FOR" THE ELECTION OF EACH OF THE INDIVIDUALS
NOMINATED FOR ELECTION AS A DIRECTOR.
Committees of the Board of Directors
The Board of Directors currently has three standing committees: the
Executive Committee, the Compensation Committee and the Audit Committee. The
Executive Committee is comprised of Messrs. Moore, Stroud and Cohen. The
Compensation Committee is comprised of Messrs. Goldstein, Moore and Nee. The
Audit Committee is comprised of Messrs. Goldstein and Moore. The Executive
Committee has been delegated all of the powers of the Board of Directors to the
extent permitted under the Delaware General Corporation Law, other than those
powers delegated to other committees of the Board of Directors. The Executive
Committee held no meetings during 1999. The Compensation Committee is
responsible for recommending to the Board of Directors the Company's executive
compensation policies for senior officers and administering the Capital Senior
Living Corporation 1997 Omnibus Incentive Plan (the "1997 Stock Incentive
Plan"). The Compensation Committee held six (6) meetings during 1999. The Audit
Committee is responsible for recommending independent auditors, reviewing the
audit plan, the adequacy of internal controls, the audit report and management
letter, and performing such other duties as the Board of Directors may from
time-to- time prescribe. The Audit Committee held two (2) meetings during 1999.
The Board of Directors does not have a standing Nominating Committee.
The Board of Directors held eleven (11) meetings during 1999. No
director attended fewer than 75% of the aggregate of (i) the total number of
meetings of the Board of Directors and (ii) the total number of meetings held by
all committees of the Board on which such director served.
Director Compensation
Directors who are employees of the Company do not receive additional
compensation for serving as directors of the Company. Non-employee directors are
entitled to an annual retainer of $7,000 payable, in arrears, on the date of
each Annual Meeting. Non-employee directors are also entitled to a fee of $500
for each Board meeting attended by such director, and $200 for each committee
meeting attended by such director that is not on the same day as a meeting of
the Board of Directors. All directors are entitled to reimbursement for their
actual out-of-pocket expenses incurred in connection with attending meetings. In
addition, non-employee directors receive options to purchase shares of Common
Stock in accordance with the provisions of the 1997 Stock Incentive Plan.
Executive Compensation
The following table sets forth certain summary information concerning
the compensation paid to any person who served as the Company's Chief Executive
Officer and each of the other four most highly compensated executive officers
whose salary exceeded $100,000 for services rendered in all capacities to the
Company for the fiscal years ended December 31, 1999, 1998 and 1997,
respectively. All of the executive officers named below are referred to herein
as the "named executive officers."
-7-
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Long-Term
Compensation (1) Compensation
-------------------------------------------- --------------------------
Other Annual Options/ All Other
Name and Principal Positions Year Salary Bonus Compensation SARs Compensation
- ------------------------------------ ------ ----------- ---------------- --------------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
James A. Stroud..................... 1999 $250,000(2) $ 27,800(2) -- -- --
Chairman, Chairman of the Company 1998 175,000(2) -- -- -- --
and Secretary 1997 175,000(2) 1,356,450(2) -- -- --
Lawrence A. Cohen................... 1999 $300,000(3) $ 69,800(3) -- -- --
Vice Chairman and Chief Executive 1998 250,000(3) 62,500(3) -- -- --
Officer 1997 250,000(3) 62,500(3) -- -- --
Keith N. Johannessen................ 1999 $180,000 $ 20,000 -- -- --
President and Chief Operating Officer 1998 151,000 25,000 -- -- --
1997 141,667 -- -- -- --
Ralph A. Beattie.................... 1999 $105,000(4) $ 20,000(4) -- -- --
Executive Vice President and Chief
Financial Officer
Rob L. Goodpaster................... 1999 $108,160 $ 12,000 -- -- --
Vice President -- National Marketing 1998 100,667 10,000 -- -- --
1997 95,833 -- -- -- --
Jeffrey L. Beck (5)................. 1999 $ 74,417 -- $53,499 -- --
1998 175,000 -- -- -- --
1997 175,000 $ 1,356,450 -- -- --
<FN>
- ------------------
(1) Annual compensation does not include the cost to the Company of benefits
certain executive officers receive in addition to salary and cash bonuses.
The aggregate amounts of such personal benefits, however, did not exceed
the lesser of either $50,000 or 10% of the total annual compensation of
such executive officer.
(2) Pursuant to an amendment to Mr. Stroud's employment agreement dated as of
May 31, 1999, the annual salary of Mr. Stroud has been set at $250,000,
subject to annual adjustments, and annual bonuses of 33 1/3% of his base
salary in the event certain performance standards are met. Bonus
distributions in 1997 were paid based in part on federal income tax
regulations relating to distributions of closely held corporations and S
corporations that do not apply to the Company after the completion of its
initial public offering. See "-- Employment Agreements."
(3) The Company has entered into an Employment Agreement with Mr. Cohen to be
the Chief Executive Officer and Vice Chairman of the Company. Pursuant to
the terms of such agreement, Mr. Cohen's annual salary will be $300,000
plus an annual bonus of 33 1/3% of his base salary in the event certain
performance standards are met. See "--Employment Agreements."
(4) Represents amounts earned by Mr. Beattie for the seven months that he was
employed by the Company in 1999.
(5) Effective May 20, 1999, Mr. Beck resigned his position as Chief Executive
Officer. The amount shown in Other Annual Compensation represents amounts
paid to Mr. Beck pursuant to a Consulting/Severance Agreement entered into
between Mr. Beck and the Company. See "Certain Relationships and Related
Transactions."
</FN>
</TABLE>
Grants of Options
The following table sets forth details regarding stock options granted
to the Named Executive Officers during 1999. In addition, there are shown the
"option spreads" that would exist for the respective options granted based upon
assumed rates of annual compound stock appreciation of 5% and 10% from the date
the options were granted over the full option term.
-8-
<PAGE>
<TABLE>
<CAPTION>
Option Grants in Last Fiscal Year
Individual Grants(1)
------------------------------------------------------------------------
Potential Realizable Value
at Assumed Annual Rates
Number of Percent of of Stock Price Appreciation
Securities Total Options for Option Term (2)
Underlying Granted to ----------------------------
Options Employees in Exercise Expiration
Name Granted Fiscal Year or Base Price Date 5% 10%
- ------------------------ --------------- ---------------- -------------- ---------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
James A. Stroud......... 100,000 11.4% $ 7.0625 3/31/09 $444,000 $1,126,000
Chairman, Chairman of
the Company
and Secretary
Lawrence A. Cohen....... 100,000 11.4% $ 7.0625 3/31/09 $444,000 $1,126,000
Vice Chairman and
Chief Executive Officer
Keith N. Johannessen.... 55,000 6.3% $ 7.0625 3/31/09 $244,200 $ 619,300
President
Ralph A. Beattie........ 100,000 11.4% $10.1875 5/25/09 $641,000 $1,624,000
Executive Vice President
and Chief Financial
Officer
Rob L. Goodpaster....... 40,000 4.6% $ 7.0625 3/31/09 $177,600 $ 450,400
Vice President--
National Marketing
Jeffrey L. Beck (3)..... -- -- -- -- -- --
<FN>
- -----------------
(1) Options were granted under the 1997 Stock Incentive Plan. The exercise
price of each option is the fair market value of the Common Stock on the
date of grant. Options vest in equal one-fourth increments over a four
year term. The options have a term of 10 years, unless they are exercised
or expire upon certain circumstances set forth in the 1997 Stock Incentive
Plan, including retirement, termination in the event of a change in
control, death or disability.
(2) These amounts represent certain assumed rates of appreciation only. Actual
gains, if any, on stock option exercises are dependent upon the future
performance of the Company's Common Stock, overall market conditions and
the executive's continued employment with the Company. The amounts
represented in this table may not be achieved.
(3) Effective May 20, 1999, Mr. Beck resigned his position as Chief Executive
Officer of the Company.
</FN>
</TABLE>
Aggregated Stock Option/SAR Exercises During 1999 and Stock Option/SAR Values as
of December 31, 1999.
None of the Named Executive Officers exercised Stock Options/SARs during
1999. The following table describes for each of the Named Executive Officers the
potential realizable values for their options at December 31, 1999:
-9-
<PAGE>
<TABLE>
<CAPTION>
OPTION/SAR VALUES AT DECEMBER 31, 1999
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options/SARs at Options/SARs at
Fiscal Year End (#) Fiscal Year End (1)
---------------------- --------------------
Name Exercisable/Unexercisable Exercisable/Unexercisable
---- ------------------------- -------------------------
<S> <C> <C>
James A. Stroud 41,600/138,400 0/0
Lawrence A. Cohen 23,400/121,600 0/0
Keith N. Johannessen 28,600/81,400 0/0
Ralph A. Beattie 0/100,000 0/0
Rob L. Goodpaster 20,800/59,200 0/0
Jeffrey L. Beck(2) 80,000/0 0/0
<FN>
- ---------
(1) All of the options reflected below were granted at an exercise price
ranging from $7.0625 to $13.50. The closing price per share of the
Company's Common Stock on December 31, 1999 was $5.0625.
(2) Effective May 20, 1999, Mr. Beck resigned his position as Chief Executive
Officer of the Company.
</FN>
</TABLE>
Employment Agreements
The Company has entered into employment agreements with each of its named
executive officers. Mr. Stroud entered into an employment agreement with the
Company in May 1997 which was subsequently amended in March and May 1999. Mr.
Cohen entered into an employment agreement in November 1996 which was
subsequently amended in May 1999. Mr. Johannessen entered into an employment
agreement with the Company in November 1996 which was subsequently amended in
May 1999. Mr. Beattie entered into an employment agreement with the Company in
May 1999. Mr. Goodpaster entered into an employment agreement with the Company
in December 1996.
Mr. Stroud's employment agreement contains terms that renew annually for
successive four-year periods, and the compensation thereunder consists of a
minimum base salary of $250,000 and a bonus of 33 1/3% of his base salary in the
event certain performance standards are met. Mr. Cohen's employment agreement is
for a term of three years and automatically extends for a one-year term on a
consecutive basis, and the compensation thereunder consists of a minimum annual
base salary of $300,000 and a bonus of 33 1/3% of his base salary in the event
certain performance standards are met. Mr. Johannessen's employment agreement is
for a term of three years and automatically extends for a one-year term on a
consecutive basis, and the compensation thereunder consists of an annual base
salary for 1999 of $180,000 and a bonus of 33 1/3% of his base salary in the
event certain performance standards are met. Mr. Beattie's employment agreement
is for a term of three years and automatically extends for a two-year term on a
consecutive basis, and the compensation thereunder consists of an annual base
salary of $180,000 per annum and a bonus of 33 1/3% of his base salary in the
event certain performance standards are met. Mr. Goodpaster's employment
agreement is for a term of two years and automatically extends for a two-year
term on a consecutive basis, and the compensation thereunder consists of an
annual base salary of $108,160 for 1999.
-10-
<PAGE>
Annual bonus awards are determined by the Board of Directors or the
Compensation Committee. Included in each employment agreement is a covenant of
the employee not to compete with the Company during the term of his employment
and for a period of one year thereafter.
Mr. Stroud's employment agreement provides that if he is terminated by the
Company, other than for cause or for reasons of death or disability or if he
voluntarily resigns for good reason, then the Company will pay his base salary
plus his annual bonus paid during the term of the employment agreement in the
past 12 months for the balance of the term of the agreement, but not less than
two years (base salary plus minimum annual bonus for three years if the
termination is due to a Fundamental Change, as defined therein). Mr. Cohen's
employment agreement provides that if Mr. Cohen is terminated by the Company
other than for cause or for reasons of death or disability or Mr. Cohen
voluntarily resigns for good reason, then the Company will pay to Mr. Cohen his
base salary plus his annual bonus paid during the term of the employment
agreement in the past twelve months for the balance of the term of his
employment agreement, but not less than two years (base salary plus annual bonus
paid during the term of the employment agreement in the past twelve months for
three years if the termination is due to a Fundamental Change, as defined
therein). Messrs. Johannessen, Beattie and Goodpaster's employment agreements
provide that if the employee is terminated by the Company, other than for cause
or for reasons of death or disability or the employee voluntarily resigns for
good reason, then the Company will pay the employee his base salary for the
balance of the term of the employment agreement, but in any event not to exceed
two years, and not less than one year from the date of notice of the
termination.
Mr. Stroud's employment agreement contains a provision that allows him, in
the event of his termination without cause, to require the Company to register
under the Securities Act of 1933, as amended (the "Securities Act"), and the
right to include in a Company initiated registration statement the shares of
Common Stock that are owned by him on the date of his termination plus all
shares of Common Stock that they may acquire after their termination pursuant to
the exercise of options. Mr. Cohen's employment agreement also contains a
provision that allows him to include shares of Common Stock held by him in up to
two Company initiated registration statements under the Securities Act.
Compensation Committee Report on Executive Compensation
The Board of Directors has established a Compensation Committee to review
and approve the compensation levels of executive officers of the Company,
evaluate the performance of the executive officers, and to review any related
matters for the Company. The Compensation Committee is charged with reviewing
with the Board of Directors in detail all aspects of the cash compensation for
the executive officers of the Company. Stock option compensation for the
executive officers is also considered by the Compensation Committee. In 1999,
the Compensation Committee consisted of Drs. Goldstein and Nee and Mr. Moore.
The philosophy of the Company's compensation program is to employ, retain
and reward executives capable of leading the Company in achieving its business
objectives. These objectives include preserving a strong financial posture,
increasing the assets of the Company, positioning the Company's assets and
business operations in geographic markets and industry segments offering
long-term growth opportunities, enhancing stockholder value and ensuring the
competitiveness of the Company. The accomplishment of these objectives is
measured against conditions prevalent in the industry within which the Company
operates. In recent years, these conditions reflect a highly competitive market
environment and rapidly changing regional, geographic and industry market
conditions. However, the Compensation Committee is also mindful of the fact that
several of the Company's executive officers have entered into employment
agreements in connection with their agreements to join the Company; accordingly,
with respect to those executive officers, the Compensation Committee recognizes
that, to a large degree, compensation for such persons is set by contract.
-11-
<PAGE>
In general, the Compensation Committee has determined that the available
forms of executive compensation should include base salary, cash bonus awards
and stock options. Performance of the Company will be a key consideration (to
the extent that such performance can fairly be attributed or related to such
executive's performance), as well as the nature of each executive's
responsibilities and capabilities. The Company's compensation philosophy
recognizes, however, that stock price performance is only one measure of
performance and, given industry business conditions and the long-term strategic
direction and goals of the Company, it may not necessarily be the best current
measure of executive performance. Therefore, the Company's compensation
philosophy also will give consideration to the Company's achievement of
specified business objectives when determining executive officer compensation.
The Compensation Committee will endeavor to compensate the Company's executive
officers based upon a Company-wide salary structure consistent for each position
relative to its authority and responsibility compared to industry peers.
An additional objective of the Compensation Committee in determining
compensation is to reward executive officers with equity compensation in
addition to salary in keeping with the Company's overall compensation
philosophy, which attempts to place equity in the hands of its employees in an
effort to further instill stockholder considerations and values in the actions
of all the employees and executive officers. In making its determinations, some
consideration will be given by the Compensation Committee to the number of
options already held by such persons and the existing amount of Common Stock
already owed by such persons. The Compensation Committee believes that the award
of options represents an effective incentive to create value for the
stockholders. The options granted at the time of the Company's initial public
offering in October 1997 were for services rendered in 1997 and for services to
be rendered in 1998 and 1999. Additional grants have been authorized for key
existing and new employees in 2000.
Section 162(m) of the Internal Revenue Code, enacted in 1993,
generally disallows a tax deduction to public companies for compensation over $1
million paid to the Chief Executive Officer or to any of the four other most
highly compensated executive officers. Certain performance-based compensation,
however, is specifically exempt from the deduction limit. The Company does not
have a policy that requires or encourages the Compensation Committee to qualify
stock options or restricted stock awarded to executive officers for
deductibility under Section 162(m) of the Internal Revenue Code. However, the
Compensation Committee will consider the net cost to the Company in making all
compensation decisions.
COMPENSATION COMMITTEE
Dr. Gordon I. Goldstein
James A. Moore
Dr. Victor W. Nee
Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee is or has been an officer or
employee of the Company or any of its subsidiaries or had any relationship
requiring disclosure pursuant to Item 404 of Regulation S-K. No executive
officer of the Company served as a member of the compensation committee (or
other board committee performing similar functions or, in the absence of any
such committee, the entire board of directors) of another corporation, one of
whose executive officers served on the Compensation Committee. No executive
officer of the Company served as a director of another corporation, one of whose
executive officers served on the Compensation Committee. No executive officer of
the Company served as a member of the compensation committee (or other board
committee performing equivalent functions or, in the absence of any such
committee, the entire board of directors) of another corporation, one of whose
executive officers served as a director of the Company.
-12-
<PAGE>
COMPARATIVE TOTAL RETURNS
The following Performance Graph shows the changes over the period from the
date of the Company's initial public offering on October 31, 1997 to December
31, 1999 in the value of $100 invested in: (1) the Company's Common Stock; (2)
the Standard & Poor's Broad Market Index (the "S&P 500"); (3) the common stock
of the Old Peer Group (as defined below) of companies, whose returns represent
the arithmetic average for such companies; and (4) the common stock of the New
Peer Group (as defined below) of companies, whose returns represent the
arithmetic average for such companies. The values with each investment as of the
beginning of each year are based on share price appreciation and the
reinvestment with dividends on the respective ex-dividend dates. The change in
the Company's performance for the year ended December 31, 1999, results from the
price of the Company's Common Stock decreasing from $13.94 per share at December
31, 1998 to $5.0625 per share at December 31, 1999.
Comparison of 26 Month Cumulative Total Return
[GRAPHIC OMITTED]
-13-
<PAGE>
The Old Peer Group consisted of the following companies: American
Retirement Corp.; Assisted Living Concepts, Inc.; CareMatrix Corp.; and
Brookdale Living Communities, Inc.
In mid-1998, the principal executive officers of the Company, after re-
viewing the publicly filed documents of the companies in the Old Peer Group,
determined that the companies listed in the Old Peer Group did not match the
Company in terms of market capitalization and market niche. The principal
executive officers of the Company have determined that the following companies
(the "New Peer Group") more closely resemble the Company: Alternative Living
Services, Inc.; American Retirement Corp.; Brookdale Living Communities, Inc.;
CareMatrix Corp.; and Sunrise Assisted Living, Inc.
The preceding graph assumes $100 invested on October 31, 1997 in the
Common Stock of the Company, the S&P 500, the Old Peer Group and the New Peer
Group and was plotted using the following data:
<TABLE>
<CAPTION>
31 Oct 97 31 Dec 97 31 Dec 98 31 Dec 99
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Capital Senior Living Corporation $ 100 $ 62 $ 83 $ 30
S&P 500 $ 100 $ 106 $ 137 $ 166
Old Peer Group $ 100 $ 109 $ 116 $ 33
New Peer Group $ 100 $ 112 $ 124 $ 34
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Jeffrey L. Beck resigned his positions as Co-Chairman and Chief Executive
Officer of the Company in May 1999 to attend to the needs of a seriously ill
family member. In conjunction with Mr. Beck's separation from the Company, he
entered into a Consulting/Severance Agreement with the Company under which he
will provide strategic advice and make recommendations to the Board of Directors
on matters affecting the general welfare and business of the Company. The
Consulting/Severance Agreement is for a term of three years and the compensation
thereunder consists of $100,000 per annum plus the provision of health benefits
to Mr. Beck. The Consulting/Severance Agreement also contains a provision that
allows Mr. Beck to include shares of Common Stock owned by him or acquired
through the exercise of options in any Company initiated registration statements
under the Securities Act.
Other Prior Transactions Involving Related Parties
Background
The Company closed its initial public offering (the "Offering") on
November 5, 1997. Simultaneously with the consummation of the Offering, the
Company, and its founders, Messrs. Beck and Stroud, Mr. Cohen, currently Vice
Chairman and Chief Executive Officer of the Company, and affiliates of Messrs.
Beck and Stroud, completed a series of transactions (collectively, the
"Formation Transactions") that resulted in the reorganization of the Company
(the "Formation").
As part of the Formation Transactions, Messrs. Beck and Stroud contributed
all of the capital stock of Capital Senior Living, Inc., Capital Senior
Management 1, Inc., Capital Senior Management 2, Inc., Capital
-14-
<PAGE>
Senior Development, Inc., and, with Mr. Cohen, of Quality Home Care, Inc. (the
"Contributed Entities"), to the Company in exchange for the issuance of
7,687,347 shares of common stock and the issuance of separate notes to Messrs.
Beck, Stroud (and an affiliate of Stroud) and Cohen in the aggregate principal
amount of $18,076,380. These notes were repaid from net proceeds of the
Offering.
Also as part of the Formation Transactions, the Company purchased
substantially all of the assets (the "Acquired Assets"), other than working
capital items, of Capital Senior Living Communities, L.P., a Delaware limited
partnership ("CSLC"), for the assumption of approximately of $70.8 million of
debt plus cash equal to $5.8 million (the "Asset Acquisition"). The Acquired
Assets of CSLC are: (i) four senior living communities; (ii) approximately 56%
of the limited partner interests in HealthCare Properties, L.P., a Delaware
limited partnership ("HCP"); and (iii) approximately 31% of the aggregate
principal amount of certain notes (the "NHP Notes") issued by NHP and
approximately 3% of the outstanding limited partnership interests of NHP. The
primary assets of HCP consist of: (i) approximately $9.9 million in cash and
cash equivalents as of the Offering; (ii) four physical rehabilitation
facilities; and (iii) four skilled nursing communities. The outstanding
principal amount of all of the NHP Notes as of the Offering was $42.7 million.
The NHP Notes accrue interest at a rate of 13% per annum, currently pay cash
interest at a rate of 7% per annum, are secured by substantially all of the
assets of NHP, and mature on December 31, 2001. The primary assets of NHP
consist of five senior living communities. Messrs. Beck and Stroud control
approximately 66% of the limited partnership interests in CSLC. The purchase
price paid for the Acquired Assets was determined as follows: (i) CSLC's
communities, other than construction in process, were valued based on the
appraised value of the communities; (ii) CSLC's investment in HCP was valued
based on the appraised value of HCP's communities, adjusted for working capital
items and other assets and liabilities that would be settled in cash, multiplied
by the percentage of HCP owned by CSLC; (iii) CSLC's investment in the NHP Notes
was valued based on discounting the amount of principal and interest payments to
be made following the maturity date (December 31, 2001) of the NHP Notes
(assuming a six-month lag between maturity and full repayment); and (iv) CSLC's
investment in the NHP limited partnership interests was valued at its historical
cost basis, which approximates fair value. The appraised values for the
communities were determined by third-party appraisals.
Project and Partnership Management
Capital Senior Living, Inc. ("CSL") (one of the Contributed Entities) has
provided community management services to CSLC, HCP and NHP pursuant to separate
management agreements and was paid management fees pursuant to the terms of the
management agreements. The management agreements provide for reimbursement of
all expenses of managing the communities owned by these entities, including
salaries of on-site managers and out-of-pocket expenses of CSL, and provide for
payment of a property-management fee to CSL equal to 5% of the gross revenues of
each project. For the periods ended December 31, 1999, 1998 and 1997, CSLC paid
CSL $0 , $0 and $853,577, respectively, in property management fees for managing
the projects, and CSL was paid $29,647 in 1999, $6,369 in 1998 and $327,802 in
1997 for the reimbursement of expenses under the management agreements.
The general partner of CSLC is an affiliate of Messrs. Beck and Stroud.
The general partner is not retaining a fee for serving as such. The general
partners of HCP and NHP ceased to be affiliates of Messrs. Beck and Stroud on
June 10, 1998, when they were sold to a third party. All property employees of
each of CSLC, HCP and NHP (except with respect to the Amberleigh property in
1998 and 1999) are paid by CSL, which in turn is reimbursed by the applicable
partnership. Reimbursed gross payroll and health insurance premiums paid by CSLC
in 1999, 1998 and 1997 were $0, $43,120 and $5,350,000, respectively.
-15-
<PAGE>
Other
Jeffrey L. Beck is the chairman of the board and principal stockholder of
a bank where the majority of the Company's and CSLC, HCP and NHP's operating
cash accounts are maintained.
Policy of the Board of Directors
The Company has implemented a policy requiring any material transaction
(or series of related transactions) between the Company and related parties to
be approved by a majority of the directors who have no beneficial or economic
interest in such related party, upon such directors' determination that the
terms of the transaction are no less favorable to the Company than those that
could have been obtained from third parties. There can be no assurance that
these policies will always be successful in eliminating the influence of
conflicts of interest.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who own more than 10% of a registered class of the
Company's equity securities (the "10% Stockholders"), to file reports of
ownership and changes of ownership with the Securities and Exchange Commission
("SEC") and the NYSE. Officers, directors and 10% Stockholders of the Company
are required by SEC regulation to furnish the Company with copies of all Section
16(a) forms so filed. Based solely on review of copies of such forms received,
the Company believes that, during the last fiscal year, all filing requirements
under Section 16(a) applicable to its officers, directors and 10% Stockholders
were timely met, with the exception that Mr. Brickman was late with respect to
the filing of one Form 4 related to the sale of Common Stock of the Company.
This omission has been corrected with a subsequent Form 5 filing.
-16-
<PAGE>
-----------------------------
PROPOSAL TO RATIFY APPOINTMENT OF
INDEPENDENT AUDITORS
(Proposal 2)
The Board of Directors has appointed Ernst & Young LLP, independent
auditors, to be the principal independent auditors of the Company and to audit
its consolidated financial statements for the fiscal year ending December 31,
2000. Ernst & Young LLP served as the Company's independent auditors for the
fiscal years ended December 31, 1999, 1998 and 1997, respectively, and has
reported on the Company's consolidated financial statements. Representatives of
the firm will be present at the Annual Meeting, will have the opportunity to
make a statement if they desire to do so, and will be available to respond to
appropriate questions from stockholders.
The Board of Directors has the responsibility for the selection of the
Company's independent auditors. Although shareholder ratification is not
required for the selection of Ernst & Young LLP, and although such ratification
will not obligate the Company to continue the services of such firm, the Board
of Directors is submitting the selection for ratification with a view towards
soliciting the stockholders' opinion thereon, which may be taken into
consideration in future deliberations. If the appointment is not ratified, the
Board of Directors must then determine whether to appoint other auditors before
the end of the current fiscal year and, in such case, stockholders' opinions
would be taken into consideration.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE "FOR" THE RATIFICATION OF
ERNST & YOUNG LLP AS INDEPENDENT AUDITORS
OF THE COMPANY FOR THE 2000 FISCAL YEAR.
-----------------------------
OTHER BUSINESS
(Proposal 3)
The Board knows of no other business to be brought before the Annual
Meeting. If, however, any other business should properly come before the Annual
Meeting, the person named in the accompanying proxy will vote the proxy as in
his discretion he may deem appropriate, unless directed by the proxy to do
otherwise.
GENERAL
The cost of any solicitation of proxies by mail will be borne by the
Company. Arrangements may be made with brokerage firms and other custodians,
nominees and fiduciaries for the forwarding of material to and solicitation of
proxies from the beneficial owners of Common Stock held of record by such
persons, and the Company will reimburse such brokerage firms, custodians,
nominees and fiduciaries for reasonable out of pocket expenses incurred by them
in connection therewith. Brokerage houses and other custodians, nominees and
fiduciaries, in connection with shares of Common Stock registered in their
names, will be requested to forward solicitation material to the beneficial
owners of such shares and to secure their voting instructions. The cost of such
solicitation will be borne by the Company.
The information contained in this Proxy Statement in the sections entitled
"Election of Directors -- Compensation Committee Report on Executive
Compensation" and "Comparison of 26 Month Cumulative Total Return" shall not be
deemed incorporated by reference by any general statement incorporating by
reference any information
-17-
<PAGE>
contained in this Proxy Statement into any filing under the Securities Act, or
the Exchange Act, except to the extent that the Company specifically
incorporates by reference the information contained in such sections, and shall
not otherwise be deemed filed under the Securities Act or the Exchange Act.
DATE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Stockholder proposals to be included in the proxy statement for the next
Annual Meeting must be received by the Company at its principal executive
offices on or before November 30, 2000 for inclusion in the Company's Proxy
Statement relating to that meeting.
BY ORDER OF THE BOARD OF DIRECTORS
James A. Stroud
Chairman of the Board and Secretary
April 17, 2000
Dallas, Texas
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. STOCKHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING AND WISH THEIR STOCK TO BE VOTED ARE URGED TO DATE,
SIGN AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE.
NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
-18-
<PAGE>
<TABLE>
<CAPTION>
Please mark
your votes as
indicated in [X]
this example
<S> <C> <C>
1. Proposal to elect as directors of the Company the following persons to hold
office until the annual meeting of stockholders to be held in 2003 or until
their successors have been duly elected and have qualified.
FOR all nominees WITHHOLD Nominees: Keith N. Johannessen, James A. Stroud and Dr. Gordon L. Goldstein
listed to the right AUTHORITY
(except as marked to vote for all nominees (INSTRUCTION: To withhold authority to vote for any individual nominee,
to the contrary) listed to the right write that nominee's name in the space provided below.)
[_] [_]
----------------------------------------------------------------------------
2. To ratify the Board of Director's appointment 3. In their discretion, the proxies are authorized to vote upon such
of Ernst & Young LLP, independent accountants, other business as may properly come before the meeting.
as the Company's independent auditors for the
year ending December 31, 2000.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
[_] [_] [_] [_] [_] [_]
Dated:____________________________________________, 2000
---------------------------------------------------
Signature
---------------------------------------------------
Signature
Please execute this proxy as your name appears hereon.
When shares are held by joint tenants, both should sign.
When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by the
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY president or other authorized officer. If a partnership,
USING THE ENCLOSED ENVELOPE. please sign in partnership name by authorized person.
- -------------------------------------------------------------------------------------------------------------------------------
o FOLD AND DETACH HERE o
</TABLE>
<PAGE>
CAPITAL SENIOR LIVING CORPORATION
14160 Dallas Parkway, Suite 300
Dallas, Texas 75240
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints James A. Stroud and Lawrence A. Cohen
and each of them, as proxies, each with the power to appoint his
substitute, and hereby authorizes them to represent and vote, as designated
hereon, all of the shares of the common stock of Capital Senior Living
Corporation (the "Company"), held of record by the undersigned on March 24,
2000, at the Annual Meeting of Stockholders of the Company to be held on
May 19, 2000, and any adjournment(s) thereof.
(To Be Dated And Signed On Reverse Side)
-------------------------------------------------------------------------------
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