SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
HEALTHCARE PROPERTIES, L.P.
(NAME OF ISSUER)
DEPOSITARY UNITS
(TITLE OF CLASS OF SECURITIES)
NONE
(CUSIP NUMBER)
DAVID R. BRICKMAN, ESQ.
CAPITAL REALTY GROUP
14160 DALLAS PARKWAY, SUITE 300
DALLAS, TEXAS 75240
(972) 770-5600
(NAME, ADDRESS AND TELEPHONE NUMBER
OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS)
NOVEMBER 3, 1997
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-l(b)(3) or (4), check the following box .
Check the following box if a fee is being paid with this statement |X|. (A fee
is not required only if the reporting person (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.)
(See Rule 13d-7.)
Page 1 of 8 sequentially numbered pages.
<PAGE>
CUSIP No. NONE 13D Page 2 of 8 Pages
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1 NAME OF REPORTING PERSON: CAPITAL SENIOR LIVING PROPERTIES, INC.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: NOT GIVEN
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS (See instructions): AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION: TEXAS
NUMBER OF 7 SOLE VOTING POWER: 2,335,742
SHARES
BENEFICIALLY 8 SHARED VOTING POWER:
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 2,335,742
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER:
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,335,742
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 55.98%
14 TYPE OF REPORTING PERSON (See instructions): CO
============ =========
<PAGE>
CUSIP No. NONE 13D Page 3 of 8 Pages
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ITEM 1. SECURITY AND ISSUER.
a. Title of the class of equity securities:
Depositary Units (the "Units")
b. Name and address of the principal executive office of
the issuer:
Healthcare Properties, L.P. (the "Issuer")
14160 Dallas Parkway, Suite 300
Dallas, Texas 75240
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed on behalf of Capital Senior Living Properties,
Inc., a Texas corporation ("Senior Properties" or "Registrant").
Senior Properties. Senior Properties owns and operates properties
primarily in the senior living services industry and owns certain other assets
related to the senior living services industry.
Capital Senior Living Corporation. Capital Senior Living Corporation, a
Delaware corporation ("CSL"), is the parent company of Senior Properties. CSL
owns and operates properties primarily in the senior living services industry.
The business address of both Senior Properties and CSL is 14160 Dallas
Parkway, Suite 300, Dallas, Texas 75240.
Information as to the names, residences, business addresses, present
principal occupations or employment, and citizenship of the executive officers
and directors of each of Senior Properties and CSL is set forth in Appendix I,
which is incorporated herein by reference.
During the last five years, neither the Registrant nor any of the
persons named in Appendix I have been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors and except that Mr. Stroud
pleaded guilty to driving under the influence charges in August 1992, in Dallas
County Criminal Court and in June 1994, in Dallas County District Court,
receiving probation, minor fines and community service, education and after care
obligations) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
<PAGE>
CUSIP No. NONE 13D Page 4 of 8 Pages
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS.
As of November 3, 1997, Senior Properties purchased 2,335,742 Units of
the Issuer for $15,636,749.00. Such purchases were effected with funds provided
by CSL pursuant to that certain Asset Purchase Agreement, dated as of July 8,
1997, by and between CSL and Capital Senior Living Communities, L.P., a Delaware
limited partnership.
ITEM 4. PURPOSE OF TRANSACTION.
The Registrant and CSL believe that the Units have represented an
attractive investment at the acquisition price paid for such investment.
Consequently, the acquisition by the Registrant of the Units has been made for
investment purposes. However, the Registrant will continually evaluate the
business, financial condition, and prospects of the Issuer, the price for Units,
return on its investment, alternative investments, and conditions in the economy
and in the industry in which the Issuer is engaged, with a view toward
determining whether to hold, decrease, or increase its investment in Units. From
time to time on or after the date of this statement, based upon its evaluation,
the Registrant may sell all or a portion of its Units or may purchase additional
Units, at varying prices in privately negotiated transactions and/or in other
transactions.
While neither the Registrant nor CSL has entered into any definitive
agreements, arrangements, or understandings to seek to cause the Issuer to be
merged, reorganized, or liquidated, to sell or transfer any assets of the
Issuer, to cause the Issuer to change its current management, capitalization,
distribution policy, business, structure, partnership agreement or to cause the
Units to become eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, as amended, the Registrant and
CSL are currently exploring an arrangement to purchase substantially all of the
assets of the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date of this filing, Senior Properties owns 2,335,742
Units of the Issuers representing approximately 55.98% of the Units outstanding
on September 30, 1997, as reported in the Issuer's Form 10-Q for the quarter
ended September 30, 1997. None of the persons names in Appendix I own any Units.
(b) Senior Properties has sole voting power over the Units.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
<PAGE>
CUSIP No. NONE 13D Page 5 of 8 Pages
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Except as set forth herein, there are no other contracts, arrangements,
understandings, agreements or relationships (legal or otherwise) among the
persons named in Item 2 and between such persons and any person with respect to
Units of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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CUSIP No. NONE 13D Page 6 of 8 Pages
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SIGNATURE
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Date: November 3, 1997 CAPITAL SENIOR LIVING PROPERTIES, INC.
a Texas corporation
By: /s/ David R. Brickman
---------------------------
Name: David R. Brickman
Title: Vice President
<PAGE>
CUSIP No. NONE 13D Page 7 of 8 Pages
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APPENDIX I
EXECUTIVE OFFICERS AND DIRECTORS OF CAPITAL SENIOR LIVING PROPERTIES, INC.
AND CAPITAL SENIOR LIVING CORPORATION
CAPITAL SENIOR LIVING PROPERTIES, INC.
<TABLE>
<CAPTION>
Name and Business or
Residence Address Positions and Principal Occupation
- ---------------------- ----------------------------------------------------------------
<S> <C>
Keith N. Johannessen President and Director of Senior Properties
David R. Brickman Vice President, Secretary and Director of Senior Properties
Rob L. Goodpaster Vice President of Senior Properties
David W. Beathard, Sr. Vice President of Senior Properties
Robert F. Hollister Controller of Senior Properties
</TABLE>
Each of the persons listed above is a citizen of the United States and, unless
otherwise noted, has a business address of 14160 Dallas Parkway, Suite 300,
Dallas, Texas 75240.
CAPITAL SENIOR LIVING CORPORATION
<TABLE>
<CAPTION>
Name and Business or
Residence Address Positions and Principal Occupation
- --------------------------- ---------------------------------------------------
<S> <C>
Jeffrey L. Beck Co-Chairman and Chief Executive Officer
James A. Stroud Co-Chairman, Chief Operating Officer, and Secretary
Lawrence A. Cohen Vice Chairman and Chief Financial officer
Keith N. Johannessen President
Rob L. Goodpaster Vice President - National Marketing
David W. Beathard, Sr. Vice President - Operations
Charles W. Allison Vice President - Development
David R. Brickman Vice President and General Counsel
Kathleen L. Granzberg Controller - Corporate
Robert F. Hollister Controller - Property
</TABLE>
<PAGE>
CUSIP No. NONE 13D Page 8 of 8 Pages
--------------
<TABLE>
<CAPTION>
Name and Business or
Residence Address Positions and Principal Occupation
- --------------------------- -------------------------------------------------------------
<S> <C>
Dr. Gordon I. Director, Attending anesthesiologist at Presbyterian Hospital
Goldstein and the Surgery Center Southwest in Dallas, Texas
J. Frank Miller, III Director, President and Chief Executive Officer of JPI
James A. Moore Director, President of Moore Diversified Services, Inc.
Dr. Victor W. Nee Director, Professor, University of Notre Dame
</TABLE>
Each of the persons listed above is a citizen of the United States and, unless
otherwise noted, has a business address of 14160 Dallas Parkway, Suite 300,
Dallas, Texas 75240.
