-----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, WDzSzumlxahCVPC2lPwf4LpHMN4PteLApgUCaRGAdNSr/IQnqe3x4XmovpzgePGl FOeTTiapMniWsije9VfMhA== 0000950152-96-004883.txt : 19960926 0000950152-96-004883.hdr.sgml : 19960926 ACCESSION NUMBER: 0000950152-96-004883 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960924 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960925 SROS: NASD 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: 96634245 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 F O R M 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) September 24, 1996 ------------------ CleveTrust Realty Investors, ---------------------------- (Exact name of registrant as specified in its charter) Massachusetts ------------- (State or other jurisdiction of incorporation) 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 September 24, 1996 the Board of Trustees of CleveTrust Realty Investors (the "Trust") determined that it would submit to the shareholders of the Trust a plan for the orderly liquidation of the Trust pursuant to Article XIII of the Trust's Declaration. A copy of a News Release dated September 24, 1996 is filed herewith as Exhibit 99.1. 7. FINANCIAL STATEMENTS AND EXHIBITS --------------------------------- (c) Exhibits 99.1 Press Release dated September 24, 1996 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. CLEVETRUST REALTY INVESTORS --------------------------- (Registrant) Date: September 25, 1996 By: /s/ Raymond C. Novinc -------------------------------- Raymond C. Novinc Vice President, Secretary & Counsel 3 EXHIBIT INDEX ------------- Exhibit Number Description - ------- --------- 99.1 Press release dated September 24, 1996 EX-99.1 2 EXHIBIT 99.1 1 EXHIBIT 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE CLEVETRUST REALTY INVESTORS BOARD OF TRUSTEES VOTE TO RECOMMEND PLAN OF ORDERLY LIQUIDATION WESTLAKE, OHIO, SEPTEMBER 24, 1996 -- John C. Kikol, Chairman and President of CleveTrust Realty Investors (CTRIS-NASDAQ), announced that the Board of Trustees, at a Special Meeting of the Board held today, has unanimously voted to recommend a Plan for the Orderly Liquidation (the "Plan") of CleveTrust Realty Investors (the "Trust"). The Boards' recommendation was based on many factors, including the Trust's asset size, existing investment strategy and its prospects for maximizing shareholder value. Two years ago, the Trust announced plans to change its investment strategy from the ownership of older office buildings, shopping centers, a hotel, and an apartment complex, to the ownership of newer suburban office buildings. Although the Trust did sell its hotel and apartment complex and purchased two suburban office buildings in Dallas during the past two years; the business plan has not developed as the Board anticipated. The opportunistic purchase of suburban office buildings has become more competitive; and as a result, the Board decided to re-evaluate its business plan. The Board and Management believe that the ability of the Trust to attract new capital is limited due to the Trusts' asset size, the geographical spread of its investments and the different types of properties owned. Furthermore the Board and Management believe that for various reasons, the current market price per share of the Trust does not reflect the true value of its assets. Therefore, the Board has decided 2 that it would be in the best interest of the Shareholders to pursue a Plan of Orderly Liquidation. The Plan, as proposed, would involve the sale of the Trust's properties during a period of approximately three years. The Board will also consider proposals for a merger, combination or sale of all or a portion of its properties in a single transaction. The Board and Management currently anticipate that the sales of the properties, less all expenses, should result in distributions to the Shareholders in the range of approximately $5.00 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. The Plan will be submitted for approval by the Shareholders of the Trust at the Annual Meeting to be held in February, 1997. The Trustees, who in the aggregate own more than 70 percent of the outstanding shares of the Trust, have agreed to vote their shares in favor of the Plan. For the nine months ended June 30, 1996, the Trust reported Funds From Operations of $2,240,000 compared to $1,805,000 for the same period last year. The $435,000 increase represents a 24% improvement when compared to last year's nine months operating results. Funds From Operations are calculated by adding Depreciation Expense to the Trust's Net Income Before Gains (Losses) on the Sales of Real Estate and Extraordinary Items. The Trust's operating income for the nine month period ended June 30 1996, was $904,000 compared to $416,000 for the comparable period of Fiscal 1995, an improvement of $488,000 before gains (losses) on sales of real estate and extraordinary items. -----END PRIVACY-ENHANCED MESSAGE-----