-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LE0ingtOZl4vUCEr0wn7d6jlamje2TTZT8NKmNUKNNqvLGne3Ei7+MATi8Y5UtB/ Jp935SpaZNuvVdYqPhLGmA== 0000910643-97-000069.txt : 19970616 0000910643-97-000069.hdr.sgml : 19970616 ACCESSION NUMBER: 0000910643-97-000069 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970613 ITEM INFORMATION: Other events FILED AS OF DATE: 19970613 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: WELLSFORD REAL PROPERTIES INC CENTRAL INDEX KEY: 0001038222 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 133926898 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12917 FILM NUMBER: 97623611 BUSINESS ADDRESS: STREET 1: 610 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2123332300 8-K 1 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 13, 1997 (June 2, 1997) Wellsford Real Properties, Inc. (Exact name of registrant as specified in its charter) 1-12917 13-3926898 - ------------------------ ----------------------------------- (Commission File Number) (IRS Employer Identification No.) Maryland - ---------------------------------------------------------------- (State or other jurisdiction of incorporation) 610 Fifth Avenue, New York, New York 10020 - ---------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (212) 333-2300 - ----------------------------------------------------------------- (Registrant's telephone number, including area code) Total Pages 2 Item 1. Changes in Control of Registrant See "Item 5. Other Events", below. Item 5. Other Events Wellsford Real Properties, Inc. (the "Company") was formed on January 8, 1997 as a corporate subsidiary of Wellsford Residential Property Trust ("Wellsford"). On May 30, 1997, Wellsford merged with Equity Residential Properties Trust. Immediately prior to the merger, Wellsford contributed certain of its assets to the Company and the Company assumed certain liabilities of Wellsford. Immediately after the contribution of assets to the Company and immediately prior to the merger, Wellsford distributed to its common shareholders all the outstanding shares of the Company owned by Wellsford (the "Spin- off"). The common shareholders of Wellsford received 0.25 common share of the Company for each common share of Wellsford owned. Upon consummation of the Spin-off, the Company had issued and outstanding approximately 4,572,043 shares of common stock and 339,806 shares of Class A common stock. On June 2, 1997, the Company sold 12,000,000 shares of common stock in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended, under Regulation D thereof, to 58 investors at $10.30 per share, the Company's then book value per share. The shares were sold primarily to institutional investors. The proceeds of the private placement of approximately $123.6 million are intended to be applied (a) approximately $53 million to repay the Company's credit facility and other debt, (b) $5 million to purchase a debt security, (c) approximately $19 million to renovations and tenant fit-out for office properties and (d) approximately $46.6 million for additional investments and working capital, including offering expenses. The Company has agreed to file a shelf registration statement with respect to the shares sold in the private placement with the Securities and Exchange Commission within 60 days after such sale and to use its reasonable best efforts to cause such registration statement to be declared effective within 120 days after such sale. The sale of 12,000,000 common shares in the private placement may be deemed to have resulted in a change in control of the Company. 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 . Wellsford Real Properties, Inc. ------------------------------- (Registrant) By: Date: June 13, 1997 /s/ Gregory F. Hughes -------------------------------- Gregory F. Hughes Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----