formsc13da.htm
United
States
Securities
and Exchange Commission
Washington,
D.C. 20549
Schedule
13D
Under the
Securities Exchange Act of 1934
(Amendment
No. 05)*
Capital
Senior Living Corp.
(Name of
Issuer)
Common
Stock, par value $.01 per share
(Title of
Class of Securities)
140475104
(CUSIP
Number)
Mr. Scott
Zimmerman, Esq.
Dechert,
LLP
30
Rockefeller Plaza
New
York, NY 10112
(212)
698-3500
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 12, 2009
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. x
Note:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See §240.13d-7 for other parties to
whom copies are to be sent.
* The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP
No.
|
|
1.
|
Names
of Reporting Persons.
|
|
|
|
West Creek Capital, LLC
|
|
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
a.
o
|
|
b.
o
|
|
|
|
3.
|
SEC
Use Only
|
|
|
|
4.
|
Source
of Funds (See Instructions)
|
|
AF
|
|
|
|
5.
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e) o
|
|
|
|
6.
|
Citizenship
or Place of Organization
|
|
Delaware
|
|
|
|
|
Number
of
|
7.
|
Sole
Voting Power
|
Shares
|
|
0
|
Beneficially
|
8.
|
Shared
Voting Power
|
Owned
by
|
|
1,706,650
|
Each
|
9.
|
Sole
Dispositive Power
|
Reporting
|
|
0
|
Person
With:
|
10.
|
Shared
Dispositive Power
|
|
|
1,706,650
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
1,705,650
|
|
|
12.
|
Check
if the Aggregate Amount in Row 11 Excludes Certain Shares (See
Instructions) o
|
|
|
13.
|
Percent
of Class Represented by Amount in Row 11
|
|
6.4%
|
|
|
14.
|
Type
of Reporting Person (See Instructions)
|
|
IA
|
CUSIP
No.
|
|
1.
|
Names
of Reporting Persons.
|
|
|
|
Roger
Feldman
|
|
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
a.
o
|
|
b.
o
|
|
|
|
3.
|
SEC
Use Only
|
|
|
|
4.
|
Source
of Funds (See Instructions)
|
|
AF
PF
|
|
|
|
5.
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e)
|
|
|
|
6.
|
Citizenship
or Place of Organization
|
|
United
States Citizen
|
|
|
|
Number
of
|
7.
|
Sole
Voting Power
|
Shares
|
|
28,000
|
Beneficially
|
8.
|
Shared
Voting Power
|
Owned
by
|
|
1,706,650
|
Each
|
9.
|
Sole
Dispositive Power
|
Reporting
|
|
28,000
|
Person
With:
|
10.
|
Shared
Dispositive Power
|
|
|
1,706,650
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
1,734,650
|
|
|
12.
|
Check
if the Aggregate Amount in Row 11 Excludes Certain Shares (See
Instructions) o
|
|
|
13.
|
Percent
of Class Represented by Amount in Row 11
|
|
6.5%
|
|
|
14.
|
Type
of Reporting Person (See Instructions)
|
|
IN
|
CUSIP
No.
|
|
1.
|
Names
of Reporting Persons.
|
|
|
|
Harvey
Hanerfeld
|
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
a.
o
|
|
b.
o
|
|
|
3.
|
SEC
Use Only
|
|
|
4.
|
Source
of Funds (See Instructions)
|
|
AF
PF
|
|
|
5.
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e)
|
|
|
6.
|
Citizenship
or Place of Organization
|
|
United
States Citizen
|
|
|
|
Number
of
|
7.
|
Sole
Voting Power
|
Shares
|
|
59,000
|
Beneficially
|
8.
|
Shared
Voting Power
|
Owned
by
|
|
1,706,650
|
Each
|
9.
|
Sole
Dispositive Power
|
Reporting
|
|
59,000
|
Person
With:
|
10.
|
Shared
Dispositive Power
|
|
|
1,706,650
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
1,765,650
|
|
|
12.
|
Check
if the Aggregate Amount in Row 11 Excludes Certain Shares (See
Instructions)
|
|
|
13.
|
Percent
of Class Represented by Amount in Row 11
|
|
6.6%
|
|
|
14.
|
Type
of Reporting Person (See Instructions)
|
|
IN
|
This
amendment to Schedule 13D is being filed solely to correct the number of shares
beneficially owned by Harvey Hanerfeld to reflect 9,000 shares of restricted
stock awarded to Mr. Hanerfeld as a Director of the Issuer on June 16, 2008,
which were not included in the beneficial ownership reported in Amendment No. 4
to Schedule 13D filed on March 4, 2009. In addition, figures for total Shares
outstanding for the Issuer have been updated in item 5 to reflect the Quarterly
report on Form 10-Q filed by the Issuer on March 12, 2009.
Item
1. Security and Issuer
This
Schedule 13D relates to the shares of common stock, par value $0.01 per share
(the "Shares"), of Capital Senior Living Corp. (the "Issuer") and amends and
restates the previous Schedule 13D and amendments filed with respect
thereto.
The
principal executive offices of the Issuer are located at 14160 Dallas Parkway,
Suite 300, Dallas, TX 75254
Item
2. Identity and Background
This
Schedule 13D is being filed jointly by (i) West Creek Capital, LLC, a Delaware
limited liability company ("West Creek"), (ii) Roger Feldman and (iii) Harvey
Hanerfeld (collectively the "Reporting Persons" and each individually a
"Reporting Person"). Roger Feldman and Harvey Hanerfeld are the sole owners and
managing members of West Creek. Each of the Reporting Persons either
individually and/or collectively is deemed to be the beneficial owner of Shares
held by (i) WC Select LP, a Delaware limited partnership ("Select"), (ii) West
Creek Partners Fund LP, a Delaware limited partnership ("Partners Fund"), (iii)
Roger Feldman, (iv) Harvey Hanerfeld and (v) certain private accounts (the
"Accounts") with respect to which West Creek Capital, LLC (a) is an investment
advisor pursuant to investment advisory agreements or (b) has been delegated
certain powers pursuant to the agreement described in Item 6 hereof (together,
the "Holders"). The Reporting Persons disclaim that they and/or the Holders are
members of a group as defined in Regulation 13D.
The
principal business address of the Reporting Persons is 1919 Pennsylvania Ave.,
NW, Ste. 725, Washington, DC 20006.
The
principal business of West Creek is providing investment management services to
investment partnerships and other entities. The principal occupation or
employment of Roger Feldman is serving as owner and managing member of West
Creek. The principal occupation or employment of Harvey Hanerfeld is serving as
owner and managing member of West Creek.
None of
the Reporting Persons has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
None of
the Reporting Persons has, during the last five years, 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.
Roger
Feldman and Harvey Hanerfeld are each a citizen of the United States of
America.
Item
3. Source and Amount of Funds or Other Consideration
Funds for
the purchase of the Shares reported herein were derived from available capital
of the Holders. A total of approximately $11,609,202 was paid to acquire the
Shares.
Item
4. Purpose of Transaction
The
Reporting Persons purchased the Shares for the purpose of investment and subject
to the statements in this Item 4, have no present plans or proposals which
relate to or would result in a transaction with the purpose or effects
enumerated in clauses (a) through (j) of Item 4 of Schedule 13D.
The
Reporting Persons also reserve the right to purchase or otherwise acquire
additional Shares, or to sell or otherwise dispose of Shares beneficially owned
by them, in each case in open market or privately negotiated transactions or
otherwise.
On March
19, 2008, the Reporting Persons and Issuer entered into a Settlement Agreement.
The Settlement Agreement provides, among other things, that (a) two new members
will be added to Issuer's Board of Directors, one of whom is Harvey Hanerfeld,
one of the Reporting Persons, and (b) Issuer will form a special committee of
its Board (including the two new members) to retain an independent investment
bank to undertake a review of strategic alternatives intended to maximize
shareholder value. The description of the Settlement Agreement herein is
qualified in its entirety by reference to the Settlement Agreement annexed
hereto.
Item
5. Interest in Securities of the Issuer
|
a/b.
|
West
Creek, as the investment adviser to Select, Partners Fund, and the
Accounts, and as party to the Agreement with Winterville, LLC
("Winterville") described in Item 6, and Mr. Feldman and Mr. Hanerfeld as
sole owners and managing members of West Creek may be deemed to have the
shared power to direct the voting and disposition of a total of 1,706,650
total Shares held by Select, Partners Fund, the Accounts and Winterville,
such shares constituting approximately 6.4% of the Shares of the Issuer.
Mr. Feldman has the sole power to vote or direct the voting of and to
dispose and to direct the disposition of the 28,000 shares beneficially
owned by him as an individual, and together with the 1,706,650 Shares
referenced above, such shares constitute approximately 6.5% of the Shares
of the Issuer. Mr. Hanerfeld has the sole power to vote or direct the
voting of and to dispose and to direct the disposition of the 50,000
shares beneficially owned by him as an individual and the 9,000 shares of
restricted stock issued to Mr. Hanerfeld pursuant to the 2007 Omnibus
Stock and Incentive Plan of the Issuer, (which is incorporated by
reference as Exhibit 2 hereto) and together with the 1,706,650 Shares
referenced above, such shares constitute approximately 6.6% of the Shares
of the Issuer. All percentage holdings described herein are based upon the
26,929,094 Shares outstanding as of April 2, 2009, according to the
Issuer's most recent Form 10-Q filed on March 12, 2009 for the period
ending March 6, 2009.
|
Winterville,
a Delaware limited liability company, is located at 1919 Pennsylvania Ave., NW,
Ste. 725, Washington, DC 20006. During the last five years, Winterville has not
been convicted in a criminal proceeding or been a party to a civil proceeding of
a judicial or administrative body or competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violation of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such
laws.
No
transactions in the Shares were effected by the Reporting Persons during the
past 60 days.
No person
other than the Reporting Persons and the Holders is known to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, such Shares.
Not
applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
On
January 12, 2009, West Creek distributed from Cumberland Investment Partners,
LLC ("Cumberland") 383,700 shares of Common Stock to the Members thereof. In
connection with this distribution, West Creek and Winterville, entered into an
agreement allowing West Creek to (a) vote the 370,677 shares owned by
Winterville and (b) restrict the sale thereof through June 30, 2009. The
remaining 13,023 shares distributed are held by an entity owned solely by Mr.
Feldman and Mr. Hanerfeld.
Except as
otherwise set forth herein, the Reporting Persons do not have any contract,
arrangement, understanding or relationship with any person with respect to the
securities of the Issuer.
Item
7. Material to Be Filed as Exhibits
Exhibit
1: Settlement Agreement, dated March 19, 2008 (incorporated by reference to the
Schedule 13D filed by the Reporting Persons on March 26, 2008).
Exhibit
2: 2007 Omnibus Stock And Incentive Plan of the Issuer, as amended, incorporated
by reference to Exhibits 4.6 and 4.7 to the Issuer's Registration Statement on
Form S-8 filed by the Issuer with the Securities and Exchange Commission on May
31, 2007.
Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
April 02, 2009
Date
West
Creek Capital, LLC
/s/ Roger
Feldman
Signature
Roger
Feldman
Managing
Member
Name /
Title
/s/ Roger
Feldman
Signature
Roger
Feldman
Name /
Title
/s/ Harvey
Hanerfeld
Signature
Harvey
Hanerfeld
Name /
Title
Footnotes:
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001)