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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) February 1, 2006
Capital Senior Living Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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1-13445
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75-2678809 |
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(Commission File Number)
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(IRS Employer Identification No.) |
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14160 Dallas Parkway
Suite 300
Dallas Texas
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75254 |
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(Address of Principal Executive Offices)
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(Zip Code) |
(972) 770-5600
(Registrants Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 7.01 Regulation FD Disclosure.
Acquisition of Senior Housing Properties
On February 1, 2006, a joint venture between Capital Senior Living Corporation (the Company)
and GE Healthcare Financial Services completed the acquisition of four senior housing properties
from a third party. The four communities acquired by the joint venture had a combined purchase
price of approximately $36.2 million. The joint venture still has a fifth community under contract
to purchase from the same seller for approximately $10.6 million. The acquisition of this fifth
community is expected to close in the second quarter of this year, pending approvals and other
customary closing conditions.
Of the four communities acquired, one is in Ames, Iowa and three are in the Nebraska cities of
Lincoln, Plattsmouth and Omaha. The four communities now owned by the joint venture comprise 229
assisted living units and have resident capacity of 315. The fifth community under contract is
also in Omaha, Nebraska.
Revenues in 2005 at the five communities were approximately $9.4 million, including $7.3
million of revenue from the four communities acquired and $2.1 million of revenues from the fifth
community. At five percent of revenues, the Companys management fees are expected to be
approximately $0.5 million in the first year of operation of the five-community portfolio. The
Company will also receive distributions from the joint venture on its minority interest and may
receive additional incentive distributions.
Slideshow
Attached hereto as Exhibit 99.1 is a slideshow presentation of the Company.
This information shall not be deemed filed for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the Exchange Act), or incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing. The exhibit contains and may implicate, forward-looking
statements regarding the Company and includes cautionary statements identifying important factors
that could cause actual results to differ materially from those anticipated.
9.01 Financial Statements and Exhibits
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(a) |
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Not applicable. |
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(b) |
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Not applicable. |
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(c) |
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Exhibits. |
The following exhibit to this current report on Form 8-K is not being filed but is being
furnished pursuant to Item 7.01:
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99.1 |
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Capital Senior Living Corporation slideshow presentation |
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.
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Date: February 10, 2006 |
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Capital Senior Living Corporation |
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By:
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/s/ Ralph A. Beattie
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Name:
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Ralph A. Beattie |
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Title:
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Executive Vice President and
Chief Financial Officer |
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EXHIBIT INDEX
Exhibit No. Exhibit Name
The following exhibit to this current report on Form 8-K is not being filed but is being
furnished pursuant to Item 7.01:
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99.1 |
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Capital Senior Living Corporation slideshow presentation |