CAPITAL SENIOR LIVING COMMUNITIES L P
8-K, 1997-07-14
ASSET-BACKED SECURITIES
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                       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): June 30, 1997



                     CAPITAL SENIOR LIVING COMMUNITIES, L.P.
        (Exact name of Small Business Issuer as Specified in Its Charter)



        DELAWARE                      0-14752                    35-1665759
(State or Incorporation)      (Commission File Number)        (I.R.S. Employer
                                                             Identification No.)



              14160 DALLAS PARKWAY, SUITE 300, DALLAS, TEXAS 75240
          (Address of Principal Executive Offices, including zip code)

                                 (214) 770-5600
                (Issuer's Telephone Number, Including Area Code)


<PAGE>


Item 5.           Other Events.

         On June 30, 1997,  the  Partnership  entered into a loan agreement with
Lehman  Brothers  Holdings,  Inc.,  d/b/a Lehman  Capital,  a division of Lehman
Brothers Holdings,  Inc., pursuant to which the Partnership borrowed $70,000,000
of a $77,000,000  loan commitment  (the "Lehman Loan").  The Lehman Loan bears a
floating rate of interest based on the London Interbank Offered Rate plus 1/2 of
1%. The Lehman  Loan is due and  payable  on  December  31,  1997  (unless  paid
earlier).  The Partnership  pledged all of its assets to secure the Lehman Loan.
The  Partnership  has used  the loan  proceeds  to repay  $5,538,000,  including
accrued  interest,  it had borrowed  under its  revolving  $17,500,000  open end
mortgage commitment which it obtained from an unaffiliated  banking institution.
In addition,  approximately  $7,000,000 of the Lehman Loan is  anticipated to be
used in  connection  with the proposed  expansion of the  Cottonwood  Retirement
Community,  one  of the  Partnership's  four  congregate  care  properties,  and
$64,500,000  has been used to purchase a ninety-day  Treasury Bill pursuant to a
Purchase  Agreement  which was also pledged as security for the Lehman Loan (the
"Treasury  Bill").  Under the terms of the Lehman  Loan,  the  Treasury  Bill is
treated as a restricted cash asset.  All the costs and expenses  incurred by the
Partnership,  including  commitment  fees  and  attorneys  fees  (both  for  the
Partnership and Lehman Brothers) were paid from the Lehman Loan.

Effective July 1, 1997, the Partnership  acquired  295,761  additional  Units in
HealthCare Properties,  L.P. ("HCP"),  resulting in ownership by the Partnership
of 55.05% of the outstanding Units In HCP.

Item 7.           Financial Statements and Exhibits.

(a)               Financial Statements of Business Acquired

                  Financial  statements are incorporated by reference as part of
                   this Report.

(b)               Pro Forma Financial Information

                  It  is   impracticable  to  file  the   pro   forma  financial
                  information  required by Item 7(b) with the initial  filing of
                  this  Report on Form  8-K.  Such pro  forma  information  will
                  either  be filed by an  amendment  to this  Report  as soon as
                  practicable  and within 60 days after the required filing date
                  for this Report or reflected in the  financial  statements  of
                  Form 10Q for the period ended June 30, 1997 for Capital Senior
                  Living Communities, L.P.

(c)               Exhibits.

                  The following exhibits are included as part of this Report:

                                   Description

  1996 Form 10K for Healthcare Properties, L.P. (Commission File No. 0-17695)


<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.




July 14, 1997

                                 RETIREMENT LIVING COMMUNITIES, L.P.
                                 
                                 By: CAPITAL RETIREMENT GROUP, INC.,
                                     General Partner



                                 By: /s/James A. Stroud
                                    ---------------------------------------
                                    Name: James A. Stroud
                                    Title: Chief Operating Officer



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