SC 13G

0001193125-19-320810.txt : 20191220 0001193125-19-320810.hdr.sgml : 20191220 20191220154059 ACCESSION NUMBER: 0001193125-19-320810 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20191220 DATE AS OF CHANGE: 20191220 GROUP MEMBERS: AMANDA LEBOWITZ GROUP MEMBERS: ANDREW LEBOWITZ GROUP MEMBERS: ASHLEY LEBOWITZ GROUP MEMBERS: DAVID LEBOWITZ GROUP MEMBERS: DEBORAH P. LEBOWITZ GROUP MEMBERS: KATHRYN LEBOWITZ SILVERBERG GROUP MEMBERS: LAUREN LEBOWITZ SALEM GROUP MEMBERS: LEBOWITZ FAMILY STOCK, LLC GROUP MEMBERS: LEBOWITZ RCT, INC. GROUP MEMBERS: LEBOWITZ RCT, L.P. GROUP MEMBERS: LEONARD S. PEARLSTEIN GROUP MEMBERS: ROBERT LEBOWITZ SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL SENIOR LIVING CORP CENTRAL INDEX KEY: 0001043000 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-NURSING & PERSONAL CARE FACILITIES [8050] IRS NUMBER: 752678809 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-53101 FILM NUMBER: 191300994 BUSINESS ADDRESS: STREET 1: 14160 DALLAS PARKWAY STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75254 BUSINESS PHONE: 9727705600 MAIL ADDRESS: STREET 1: 14160 DALLAS PARKWAY STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75254 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEBOWITZ STEVEN D CENTRAL INDEX KEY: 0000934389 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 439 NORTH BEDFORD DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90210 SC 13G 1 d835502dsc13g.htm SC 13G SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934*

Capital Senior Living Corporation

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

140475104

(CUSIP Number)

December 16, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*	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 the disclosures provided in a prior cover page.

The information required in 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. 140475104


1.	Names of Reporting Persons Steven D. Lebowitz
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.	SEC Use Only
4.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 240,000 ^{(1) (2)}
		6.	Shared Voting Power 1,208,593 ^{(1) (3)}
		7.	Sole Dispositive Power 240,000 ^{(1) (2)}
		8.	Shared Dispositive Power 1,583,593 ^{(1) (4)}
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,583,593 ^{(1) (4)}
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 5.0% ⁽⁵⁾
12.	Type of Reporting Person (See Instructions) IN

(1)	The number of shares reported as beneficially owned as of December 16, 2019.

(2)

This number includes shares held by (a) The Lebowitz Family Stock, LLC (the “LFS LLC”), a limited liability company of which Steven D. Lebowitz is the sole manager, and (b) Lebowitz RCT, L.P. (the “RCT”), a limited partnership whose general partner’s (Lebowitz RCT, Inc.) sole director is Steven D. Lebowitz.

(3)

This number includes shares held by (a) Deborah P. Lebowitz, (b) The Steven & Deborah Lebowitz Foundation (the “Foundation”), a trust over which Steven D. Lebowitz serves as a co-trustee and (c) the Lebowitz Family Trust – 1986, dated October 7, 1986, as amended (the “LF Trust”), a trust over which Steven D. Lebowitz serves as a co-trustee.

(4)

This number includes shares held by (a) the LFS LLC, (b) the RCT, (c) Deborah P. Lebowitz, (d) the Foundation, (e) the LF Trust, (f) Leonard S. Pearlstein, (g) Lauren Lebowitz Salem, (h) Robert Lebowitz, (i) David Lebowitz and Amanda Lebowitz (jointly). (j) Kathryn Lebowitz Silverberg and (k) the A&A Lebowitz Trust (the “AA Trust”).

(5)

Calculated based on 31,463,375 shares of Common Stock, $0.01 par value per share (“Common Stock”), of Capital Senior Living Corporation (the “Issuer”) outstanding as of October 31, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 filed with the U.S. Securities and Exchange Commission on November 8, 2019.

CUSIP No. 140475104


1.	Names of Reporting Persons Deborah P. Lebowitz
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.	SEC Use Only
4.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0
		6.	Shared Voting Power 1,208,593 ^{(1) (2)}
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 1,208,593 ^{(1) (2)}
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,208,593 ^{(1) (2)}
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 4.0% ⁽³⁾
12.	Type of Reporting Person (See Instructions) IN

(1)	The number of shares reported as beneficially owned as of December 16, 2019.

(2)	This number includes shares held by (a) the Foundation, a trust over which Deborah P. Lebowitz serves as a co-trustee, and (b) the LF Trust, a trust over which Deborah P. Lebowitz serves as a co-trustee.

(3)	Calculated based on 31,463,375 shares of Common Stock of the Issuer outstanding as of October 31, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 filed with the U.S. Securities and Exchange Commission on November 8, 2019.

CUSIP No. 140475104


1.	Names of Reporting Persons David Lebowitz
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.	SEC Use Only
4.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0
		6.	Shared Voting Power 10,000 ^{(1) (2)}
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 10,000 ^{(1) (2)}
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,000 ^{(1) (2)}
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 0.0% ⁽³⁾
12.	Type of Reporting Person (See Instructions) IN

(1)	The number of shares reported as beneficially owned as of December 16, 2019.

(2)	This number includes shares jointly held by David Lebowitz and Amanda Lebowitz.

(3)	Calculated based on 31,463,375 shares of Common Stock of the Issuer outstanding as of October 31, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 filed with the U.S. Securities and Exchange Commission on November 8, 2019.

CUSIP No. 140475104


1.	Names of Reporting Persons Amanda Lebowitz
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.	SEC Use Only
4.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0
		6.	Shared Voting Power 10,000 ^{(1) (2)}
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 10,000 ^{(1) (2)}
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,000 ^{(1) (2)}
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 0.0% ⁽³⁾
12.	Type of Reporting Person (See Instructions) IN

(1)	The number of shares reported as beneficially owned as of December 16, 2019.

(2)	This number includes shares jointly held by David Lebowitz and Amanda Lebowitz.

(3)	Calculated based on 31,463,375 shares of Common Stock of the Issuer outstanding as of October 31, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 filed with the U.S. Securities and Exchange Commission on November 8, 2019.

CUSIP No. 140475104


1.	Names of Reporting Persons Lauren Lebowitz Salem
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.	SEC Use Only
4.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 34,000 ⁽¹⁾
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 34,000 ⁽¹⁾
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 34,000 ⁽¹⁾
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 0.0% ⁽²⁾
12.	Type of Reporting Person (See Instructions) IN

(1)	The number of shares reported as beneficially owned as of December 16, 2019.

(2)	Calculated based on 31,463,375 shares of Common Stock of the Issuer outstanding as of October 31, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 filed with the U.S. Securities and Exchange Commission on November 8, 2019.

CUSIP No. 140475104


1.	Names of Reporting Persons Robert Lebowitz
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.	SEC Use Only
4.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 3,000 ⁽¹⁾
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 3,000 ⁽¹⁾
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,000 ⁽¹⁾
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 0.0% ⁽²⁾
12.	Type of Reporting Person (See Instructions) IN

(1)	The number of shares reported as beneficially owned as of December 16, 2019.

(2)	Calculated based on 31,463,375 shares of Common Stock of the Issuer outstanding as of October 31, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 filed with the U.S. Securities and Exchange Commission on November 8, 2019.

CUSIP No. 140475104


1.	Names of Reporting Persons Kathryn Lebowitz Silverberg
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.	SEC Use Only
4.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 21,500 ⁽¹⁾
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 21,500 ⁽¹⁾
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 21,500 ⁽¹⁾
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 0.0% ⁽²⁾
12.	Type of Reporting Person (See Instructions) IN

(1)	The number of shares reported as beneficially owned as of December 16, 2019.

(2)	Calculated based on 31,463,375 shares of Common Stock of the Issuer outstanding as of October 31, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 filed with the U.S. Securities and Exchange Commission on November 8, 2019.

CUSIP No. 140475104


1.	Names of Reporting Persons Andrew Lebowitz
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.	SEC Use Only
4.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0
		6.	Shared Voting Power 52,500^{(1) (2)}
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 52,500^{(1) (2)}
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 52,500^{(1) (2)}
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 0.0% ⁽³⁾
12.	Type of Reporting Person (See Instructions) IN

(1)	The number of shares reported as beneficially owned as of December 16, 2019.

(2)	This number includes shares held by the AA Trust, a trust over which Andrew Lebowitz serves as a co-trustee.

(3)	Calculated based on 31,463,375 shares of Common Stock of the Issuer outstanding as of October 31, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 filed with the U.S. Securities and Exchange Commission on November 8, 2019.

CUSIP No. 140475104


1.	Names of Reporting Persons Ashley Lebowitz
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.	SEC Use Only
4.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0
		6.	Shared Voting Power 52,500^{(1) (2)}
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 52,500^{(1) (2)}
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 52,500^{(1) (2)}
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 0.0% ⁽³⁾
12.	Type of Reporting Person (See Instructions) IN

(1)	The number of shares reported as beneficially owned as of December 16, 2019.

(2)	This number includes shares held by the AA Trust, a trust over which Ashley Lebowitz serves as a co-trustee.

(3)	Calculated based on 31,463,375 shares of Common Stock of the Issuer outstanding as of October 31, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 filed with the U.S. Securities and Exchange Commission on November 8, 2019.

CUSIP No. 140475104


1.	Names of Reporting Persons The Lebowitz Family Stock, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 125,000 ⁽¹⁾
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 125,000 ⁽¹⁾
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 125,000 ⁽¹⁾
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 0.0% ⁽²⁾
12.	Type of Reporting Person (See Instructions) OO

(1)	The number of shares reported as beneficially owned as of December 16, 2019.

(2)	Calculated based on 31,463,375 shares of Common Stock of the Issuer outstanding as of October 31, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 filed with the U.S. Securities and Exchange Commission on November 8, 2019.

CUSIP No. 140475104


1.	Names of Reporting Persons Lebowitz RCT, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.	SEC Use Only
4.	Citizenship or Place of Organization California
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 115,000⁽¹⁾
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 115,000⁽¹⁾
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 115,000⁽¹⁾
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 0.0% ⁽²⁾
12.	Type of Reporting Person (See Instructions) OO

(1)	The number of shares reported as beneficially owned as of December 16, 2019.

(2)	Calculated based on 31,463,375 shares of Common Stock of the Issuer outstanding as of October 31, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 filed with the U.S. Securities and Exchange Commission on November 8, 2019.

CUSIP No. 140475104


1.	Names of Reporting Persons Lebowitz RCT, Inc.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.	SEC Use Only
4.	Citizenship or Place of Organization California
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 115,000⁽¹⁾⁽²⁾
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 115,000⁽¹⁾⁽²⁾
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 115,000⁽¹⁾⁽²⁾
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 0.0% ⁽²⁾
12.	Type of Reporting Person (See Instructions) CO

(1)	The number of shares reported as beneficially owned as of December 16, 2019.

(2)	Includes shares held by RCT, a limited partnership whose general partner is Lebowitz RCT, Inc.

(3)	Calculated based on 31,463,375 shares of Common Stock of the Issuer outstanding as of October 31, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 filed with the U.S. Securities and Exchange Commission on November 8, 2019.

CUSIP No. 140475104


1.	Names of Reporting Persons Leonard S. Pearlstein
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.	SEC Use Only
4.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 14,000 ⁽¹⁾
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 14,000 ⁽¹⁾
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 14,000 ⁽¹⁾
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 0.0% ⁽²⁾
12.	Type of Reporting Person (See Instructions) IN

(1)	The number of shares reported as beneficially owned as of December 16, 2019.

(2)	Calculated based on 31,463,375 shares of Common Stock of the Issuer outstanding as of October 31, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 filed with the U.S. Securities and Exchange Commission on November 8, 2019.


Item 1.
		(a) Name of Issuer
		Capital Senior Living Corporation

		(b) Address of Issuer’s Principal Executive Offices 14160 Dallas Parkway Suite 300 Dallas, Texas 75254

Item 2.
		(a) Name of Person Filing

		Steven D. Lebowitz, Deborah P. Lebowitz, David Lebowitz, Amanda Lebowitz, Lauren Lebowitz Salem, Robert Lebowitz, Kathryn Lebowitz Silverberg, Andrew Lebowitz, Ashley Lebowitz, The Lebowitz Family Stock, LLC Lebowitz RCT, L.P., Lebowitz RCT, Inc. and Leonard S. Pearlstein (collectively, the “Reporting Persons”)

		The Reporting Persons have entered into a Joint Filing Agreement, dated December 20, 2019, which is attached hereto as Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this statement and any subsequent amendments hereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

		(b) Address of Principal Business Office or, if none, Residence 1333 Second Street, Suite 650 Santa Monica, CA 90401

		(c) Citizenship

		See responses to Item 4 on each cover page.

		(d) Title of Class of Securities

		Common Stock, $0.01 par value per share

		(e) CUSIP Number

		140475104

Item 3.		If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

		(a) ☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

		(b) ☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

		(c) ☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

		(d) ☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

		(e) ☐	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

		(f) ☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

		(g) ☐	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

		(h) ☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

		(i) ☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

		(j) ☐	A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);

		(k) ☐	Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution:

Item 4.		Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

	(a) Amount beneficially owned:

	See responses to Item 9 on each cover page.



	(b) Percent of class:

	See responses to Item 11 on each cover page.

	(c) Number of shares as to which the person has:

		(i) Sole power to vote or to direct the vote

		See responses to Item 5 on each cover page.

		(ii) Shared power to vote or to direct the vote

		See responses to Item 6 on each cover page.

		(iii) Sole power to dispose or to direct the disposition of

		See responses to Item 7 on each cover page.

		(iv) Shared power to dispose or to direct the disposition of

		See responses to Item 8 on each cover page.

Item 5.		Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Item 6.		Ownership of More than Five Percent on Behalf of Another Person

		Not applicable.

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

		Not applicable.

Item 8.		Identification and Classification of Members of the Group

		Please see attached the statement in Exhibit 99.1

Item 9.		Notice of Dissolution of Group

		N/A

Item 10.		Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a–11.

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.

Dated: December 20, 2019


Steven D. Lebowitz		Andrew Lebowitz

By:	/s/ Andrew Collins	By:	/s/ Andrew Collins
	Andrew Collins, Attorney-In-Fact		Andrew Collins, Attorney-In-Fact

Deborah P. Lebowitz		Ashley Lebowitz

By:	/s/ Andrew Collins	By:	/s/ Andrew Collins
	Andrew Collins, Attorney-In-Fact		Andrew Collins, Attorney-In-Fact

David Lebowitz		The Lebowitz Family Stock, LLC

By:	/s/ Andrew Collins	By:	/s/ Andrew Collins
	Andrew Collins, Attorney-In-Fact		Andrew Collins, Attorney-In-Fact

Amanda Lebowitz		Lebowitz RCT, L.P.

By:	/s/ Andrew Collins	By:	/s/ Andrew Collins
	Andrew Collins, Attorney-In-Fact		Andrew Collins, Attorney-In-Fact

Lauren Lebowitz Salem		Lebowitz RCT, Inc.

By:	/s/ Andrew Collins	By:	/s/ Andrew Collins
	Andrew Collins, Attorney-In-Fact		Andrew Collins, Attorney-In-Fact

Robert Lebowitz		Leonard S. Pearlstein

By:	/s/ Andrew Collins	By:	/s/ Andrew Collins
	Andrew Collins, Attorney-In-Fact		Andrew Collins, Attorney-In-Fact

Kathryn Lebowitz Silverberg

By:	/s/ Andrew Collins
	Andrew Collins, Attorney-In-Fact

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

EXHIBIT INDEX



Exhibit 99.1		Joint Filing Agreement

Exhibit 99.2		Item 8 Statement

Exhibit 99.3		Power of Attorney

EX-99.1 2 d835502dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

Joint Filing Agreement

December 20, 2019

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with all other such undersigned, of a statement on Schedule 13G (including amendments, restatements, supplements and/or exhibits thereto) with respect to common stock, $0.01 par value per share, of Capital Senior Living Corporation.


Steven D. Lebowitz		Andrew Lebowitz

By:	/s/ Andrew Collins	By:	/s/ Andrew Collins
	Andrew Collins, Attorney-In-Fact		Andrew Collins, Attorney-In-Fact

Deborah P. Lebowitz		Ashley Lebowitz

By:	/s/ Andrew Collins	By:	/s/ Andrew Collins
	Andrew Collins, Attorney-In-Fact		Andrew Collins, Attorney-In-Fact

David Lebowitz		The Lebowitz Family Stock, LLC

By:	/s/ Andrew Collins	By:	/s/ Andrew Collins
	Andrew Collins, Attorney-In-Fact		Andrew Collins, Attorney-In-Fact

Amanda Lebowitz		Lebowitz RCT, L.P.

By:	/s/ Andrew Collins	By:	/s/ Andrew Collins
	Andrew Collins, Attorney-In-Fact		Andrew Collins, Attorney-In-Fact

Lauren Lebowitz Salem		Lebowitz RCT, Inc.

By:	/s/ Andrew Collins	By:	/s/ Andrew Collins
	Andrew Collins, Attorney-In-Fact		Andrew Collins, Attorney-In-Fact

Robert Lebowitz		Leonard S. Pearlstein

By:	/s/ Andrew Collins	By:	/s/ Andrew Collins
	Andrew Collins, Attorney-In-Fact		Andrew Collins, Attorney-In-Fact

Kathryn Lebowitz Silverberg

By:	/s/ Andrew Collins
	Andrew Collins, Attorney-In-Fact

EX-99.2 3 d835502dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

Item 8 Statement

Due to the relationships amongst them, all of the Reporting Persons hereunder may be deemed to constitute a “group” with one another for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.

EX-99.3 4 d835502dex993.htm EX-99.3 EX-99.3

Exhibit 99.3

POWER OF ATTORNEY

December 20, 2019

Each of the undersigned hereby constitutes and appoints Andrew Collins as the undersigned’s true and lawful authorized representative and attorney-in-fact to execute for, and on behalf of, the undersigned and to file with the U.S. Securities and Exchange Commission and any other authority: (1) any Forms 3, 4 and 5, and any amendments thereto, in accordance with Section 16(a) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”), and the rules promulgated thereunder; and (2) any Schedules 13D and Schedules 13G, and any amendments thereto, in accordance with Section 13 of the 1934 Act and the rules promulgated thereunder, in each case with respect to any securities of Capital Senior Living Corporation (and any successor thereto).

Each of the undersigned hereby grants to such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. Each of the undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 16 or Section 13 or any other provision of the 1934 Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Forms 3, 4 and 5 or Schedules 13D or Schedules 13G with respect to any securities of AAC Holdings, Inc. (or any successor thereto), unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of the date first written above.



/s/ Steven D. Lebowitz				Lebowitz RCT, Inc.
Steven D. Lebowitz				Lebowitz RCT, Inc.

				By: /s/ Steven D. Lebowitz
				Name: Steven D. Lebowitz
/s/ Deborah P. Lebowitz				Its: President
Deborah P. Lebowitz
				Lebowitz RCT, L.P.
				By: Lebowitz RCT, Inc.

/s/ David Lebowitz
David Lebowitz

				By: /s/ Steven D. Lebowitz
				Name: Steven D. Lebowitz
				Its: President

/s/ Amanda Lebowitz
Amanda Lebowitz
				The Lebowitz Family Stock, LLC

/s/ Andrew Lebowitz				By: /s/ Steven D. Lebowitz
Andrew Lebowitz				Name: Steven D. Lebowitz
				Its: Manager

/s/ Kathryn Lebowitz Silverberg
Kathryn Lebowitz Silverberg				/s/ Lauren Lebowitz Salem
				Lauren Lebowitz Salem

/s/ Ashley Lebowitz
Ashley Lebowitz				/s/ Robert Lebowitz
				Robert Lebowitz

/s/ Leonard S. Pearlstein
Leonard S. Pearlstein				/s/ Andrew Collins
				Andrew Collins, Attorney-In-Fact