-----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, S4S9rnJ/5k3nu8GnJfpphfjVUL/5VPrGG9NEgwKeUkITKJJ1MzyAQmbyidSvwLL7 2tEL+Gw+BNJidKop/e252g== 0000950152-97-002698.txt : 19970409 0000950152-97-002698.hdr.sgml : 19970409 ACCESSION NUMBER: 0000950152-97-002698 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970401 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970408 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLEVETRUST REALTY INVESTORS CENTRAL INDEX KEY: 0000020975 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 341085584 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-05641 FILM NUMBER: 97576313 BUSINESS ADDRESS: STREET 1: 2001 CROCKER RD STE 400 CITY: WESTLAKE STATE: OH ZIP: 44145 BUSINESS PHONE: 2168990909 MAIL ADDRESS: STREET 1: 2001 CROCKER ROAD STREET 2: STE 400 CITY: WESTLAKE STATE: OH ZIP: 44145 8-K 1 CLEVETRUST REALTY INVESTORS 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 reported) April 1, 1997 ------------- CleveTrust Realty Investors, ---------------------------- (Exact name of registrant as specified in its charter) Massachusetts ------------- (State or other jurisdiction of incorporation) 0-5641 34-1085584 - ------------------------ --------------------------------- (Commission File Number) (IRS Employer Identification No.) 2001 Crocker Road, Suite 400, Westlake, OH 44145 ------------------------------------------------ (Address of principal executive offices) Registrant's telephone number, including area code: 216/899-0909 Not Applicable -------------- (Former name or former address, if changed since last report) 2 5. OTHER EVENTS ------------ On April 4, 1997 CleveTrust Realty Investors (the "Trust") announced that the Trust and RM Crowe Company, a Texas Corporation ("RMC") terminated negotiations under a Letter of Intent with respect to a proposal by RMC to acquire all of the outstanding shares of beneficial interest of the Trust at a price of $6.42 per Share. The period stated in the Letter of Intent for the negotiation of a definitive agreement was previously extended from March 31, 1997 to April 4, 1997 pursuant to an extension letter between the parties. 7. FINANCIAL STATEMENTS AND EXHIBITS --------------------------------- (C) Exhibits 99.1 Press Release dated April 1, 1997. 99.2 Press Release dated April 4, 1997. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be filed on its behalf by the undersigned hereunto duly authorized. CLEVELAND REALTY INVESTORS (Registrant) Date: April 8, 1997 By: /s/ Raymond C. Novinc ------------------------- Raymond C. Novinc Vice President, Secretary & Counsel 3 EXHIBIT INDEX Exhibit Number Description - ------ ----------- 99.1 Press release dated April 1, 1997 99.2 Press release dated April 4, 1997 EX-99.1 2 EXHIBIT 99.1 1 CleveTrust Realty Investors A Real Estate Trust 2001 Crocker Road Telephone 216/899-0909 Suite 400 Fax 216/899-1507 Westlake, Ohio 44145 clevetrust@aol.com NEWS RELEASE CONTACT: John C. Kikol, President CleveTrust Realty Investors FOR IMMEDIATE RELEASE (216) 899-0909 CLEVELAND REALTY INVESTORS EXTENDS LETTER OF INTENT FROM RM CROWE CONCERNING PROPOSED ACQUISITION OF TRUST Westlake, Ohio, April 1, 1997-John C. Kikol, Chairman and President of CleveTrust Realty Investors (CTRIS-NASDAQ), announced today that the Trust has agreed to extend the due diligence period and the negotiation of a definitive agreement with RM Crowe Company, a Texas Corporation ("RMC"), from March 31, 1997 to April 4, 1997. The Trust previously announced that it had entered into a letter of intent (the "Letter") for RMC to acquire all the Shares of the Trust at a price of $6.42 per Share, in cash. The proposed transaction is subject to completion of due diligence and the final negotiation of a definitive agreement between the Trust, RMC and certain major shareholders of the Trust. RMC has the right to terminate the Letter on or before April 4, 1997 in its discretion. Assuming satisfactory completion of due diligence and the execution of a definitive agreement, the parties currently contemplate that the acquisition will be completed during the month of May, 1997. The definitive agreement, if executed, will be subject to many conditions customary in such transactions, and there can be no assurances that the definitive agreement will be executed, or that the acquisition will be completed. # # # # "CleveTrust Realty Investors is a Massachusetts business trust which was organized to operate as a real estate investment trust and its governed by the terms of a Second Amended and Restated Declaration of Trust as of February 21, 1992 and as amended by an Amendment dated February 21, 1995. No obligation of the Trust is personally binding upon, nor shall resort be had to the private property of any of the Trustees, shareholders, officers, employees or agents of the Trust, but the Trust properly or a specified portion thereof only shall be bound." EX-99.2 3 EXHIBIT 99.2 1 CleveTrust Realty Investors A Real Estate Trust 2001 Crocker Road Telephone 216/899-0909 Suite 400 Fax 216/899-1507 Westlake, Ohio 44145 clevetrust@aol.com NEWS RELEASE FOR IMMEDIATE RELEASE CLEVETRUST REALTY INVESTORS WILL PROCEED WITH PROPOSAL FOR A PLAN OF ORDERLY LIQUIDATION AS NEGOTIATIONS WITH RM CROWE ARE TERMINATED WESTLAKE, OHIO, APRIL 4, 1997 -- John C. Kikol, Chairman and President of CleveTrust Realty Investors (CTRIS-Nasdaq), announced today that the Trust and RM Crowe Company, a Texas Corporation ("RMC"), have terminated negotiations concerning a proposal by RMC to acquire all of the shares of the Trust at a price of $6.42 per share. The Trust and RMC were unable to agree on certain terms to be included in the proposed definitive agreement. The Trust now intends to proceed with its previously announced proposed plan of liquidation (the "Plan"), and has schedule a Shareholders' Meeting for April 29, 1997, to obtain shareholders' approval to implement the plan. On September 24, 1996, the Trust announced that the proposed Plan could take a period of approximately three years and stated that the estimated distributions to shareholders should be in the range of $5.00 to $6.50 per share. Based upon the recent sales and the strong interest in the Trust's properties, the Trustees and Management are optimistic that the liquidation can be completed sooner than originally anticipated, and the Trustees currently estimate that the liquidation distributions to shareholders should be in the range of $6.00 to $6.50 per share. This is a forward-looking statement, and the actual results could be affected by many factors, including demand and availability in the market for the type and location of properties owned by the Trust and the availability and terms of financing for commercial real estate. 2 2 Since October 1, 1996, the Trust has sold four of its properties resulting in gains of approximately $7,170,000. The Trust has purchase offers on several other properties, including a pending sales contract on the Executive Club Building in Denver at a sales price of $5,300,000, which is scheduled to close within the next 30 days. Additionally, the Trust has received an offer on the Spring Village Shopping Center in Davenport, Iowa, which excludes and adjacent restaurant pad site, for $4,450,000 from the same Buyer that recently purchased the Warren Plaza Shopping Center in Dubuque, Iowa. Although the Trust anticipates that both of these properties will be sold to the prospective purchasers, there can be no assurance that the transactions will ultimately be completed. As a result of the recent property sales, the Trust has repaid in full its $6,000,000 bank loan and currently has cash available for future distributions of approximately $9,000,000. Assuming that the shareholders approve the proposed Plan at the April 29, 1997 Shareholders' Meeting, liquidation distributions to the shareholders will commence immediately thereafter. # # # # -----END PRIVACY-ENHANCED MESSAGE-----