-----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, Oc2UW/VjZvDk2XKqHjTf9KO7qQUwQck/RnLACUfwoYYWNtXLDjNH0x4WGz6XF+n6 mYpkdPFohU0Lnl96sQgZ7Q== 0000950129-04-010132.txt : 20041228 0000950129-04-010132.hdr.sgml : 20041228 20041228134736 ACCESSION NUMBER: 0000950129-04-010132 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041227 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Material Impairments ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041228 DATE AS OF CHANGE: 20041228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMREIT CENTRAL INDEX KEY: 0000913957 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 760410050 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31397 FILM NUMBER: 041228109 BUSINESS ADDRESS: STREET 1: 8 GREENWAY PLAZA STREET 2: STE 824 CITY: HOUSTON STATE: TX ZIP: 77046 BUSINESS PHONE: 7138501400 MAIL ADDRESS: STREET 1: 8 GREENWAY PLAZA STREET 2: STE 824 CITY: HOUSTON STATE: TX ZIP: 77046 FORMER COMPANY: FORMER CONFORMED NAME: AMREIT INC DATE OF NAME CHANGE: 19981123 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN ASSET ADVISERS TRUST INC DATE OF NAME CHANGE: 19931022 8-K 1 h21210e8vk.txt AMREIT - DATED DECEMBER 27, 2004 UNITED STATES 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): December 27, 2004 AMREIT (Exact name of Registrant as specified in its Charter) Texas 0-28378 76-0410050 (State or other jurisdiction of (Commission file number) (I.R.S. Employer Identification) incorporation or organization) Number)
8 Greenway Plaza, Suite 1000, Houston, Texas 77046 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (713) 850-1400 Not applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.01 Completion of Acquisition or Disposition of Assets On December 27, 2004, AmREIT acquired MacArthur Park Shopping Center, a Kroger anchored shopping center consisting of 198,443 square feet located on approximately 23 acres for $38 million. The property, which was acquired from Regency Centers, is located in Dallas, Texas at the northwest intersection of I-635 and MacArthur Boulevard in the heart of Las Colinas, an affluent residential and business community that is home to Fortune 500 companies such as ExxonMobil, Citigroup, and Sabre. The purchase price consists of the assumption of $13.41 million in long term fixed rate debt with the remainder to be paid in cash. The debt bears interest at 6.17% per annum and matures in December 2008. The weighted average remaining lease term for the project is eight years. The Kroger lease is for 20-years, containing approximately 63,000 square feet, expiring in November 2020. The shopping center is 100 percent occupied. The 2005 net operating income contribution to AmREIT is expected to be approximately $2.8 million in 2005. Following is a list of MacArthur Park Shopping Center's current tenants:
TENANT SQUARE FOOTAGE LEASE TERM EXPIRATION RENTAL INCREASES - --------------------- ------------------- ----------------- --------------------- --------------------- Bogart Golf Texas 2,100 3 years September 2005 No Gap 10,000 5 years October 2005 No Claire's 1,400 5 years November 2005 Yes Coldwell Banker 4,512 5 years November 2005 No Commonwealth Land Title Insurance 2,271 5 years November 2005 Yes Great Clips 1,400 5 years November 2005 Yes L'Amor Nails 1,050 5 years November 2005 Yes Baja Fresh 2,650 5 years December 2005 No MacArthur Park Family Dentist 1,742 5 years December 2005 Yes Gold 'N Carats Jewelers 2,100 5 years December 2005 Yes Royal Chopstick 2,378 5 years December 2005 Yes Tip Top Cleaners 1,627 1 year January 2006 Yes Hallmark 6,500 65 months February 2006 No Bath & Body Works 2,556 64 months February 2006 No Jane's Taylor 987 5 years February 2006 Yes Pro Image Salon 1,400 63 months March 2006 Yes Marble Slab Creamery 1,400 5 years April 2006 Yes AT&T Wireless 2,326 5 years July 2006 Yes Tasty Donut 1,395 5 years August 2006 Yes Ascot Tuxedos 1,200 53 months January 2007 No Harmonix Hair & Skin Clinic 1,500 5 years January 2007 Yes EB Games 1,052 5 years April 2008 No Barnes & Noble 22,453 123 months January 2011 Yes Linens 'n Things 35,000 124 months January 2011 No Aaron Brothers 6,333 124 months February 2011 Yes Corner Bakery 3,000 10 years April 2011 Yes
TENANT SQUARE FOOTAGE LEASE TERM EXPIRATION RENTAL INCREASES - --------------------- ------------------- ----------------- --------------------- --------------------- Pho Que Huong Noodle & Grill 2,258 10 years June 2011 Yes Masala A Casual Indian Diner 2,254 10 years July 2011 Yes Texadelphia 2,616 10 years October 2011 Yes Tin Star 2,818 10 years October 2012 Yes Payless Shoe Source 2,567 10 years November 2012 Yes Thai Enterprises 2,225 10 years November 2012 Yes Kroger 63,373 20 years November 2020 No
On December 28, 2004 the Company issued a press release announcing, among other things, this acquisition. A copy of that press release is filed as Exhibit 99.1 to this report on Form 8-K. Item 2.06 Material Impairments On December 22, 2004, the Company began marketing its Just For Feet project located in Baton Rouge, Louisiana. The Company will record an impairment charge to earnings of approximately $1.3 million in the fourth quarter to reflect the anticipated loss to be incurred upon sale of the property, following the bankruptcy of its sole tenant. After a thorough remarketing of the property during the past 120 days, the Company could not replace the previously existing value and determined to sell the asset and redeploy the remaining value into more productive investments. As previously announced, the Company intends to sell an additional $10-15 million of non-core assets and has begun the marketing process on these properties. Based on management's evaluation of these properties, the local markets and the remaining lease term, management does not anticipate any future impairment issues on these properties. Item 9.01 Financial Statements and Exhibits See Exhibits: Exhibit 99.1 December 28, 2004 Press release announcing MacArthur Park property acquisition. SIGNATURE 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. Date: December 28, 2004 AMREIT By: /s/ Chad C. Braun ----------------------------------- Chad C. Braun Executive Vice President and Chief Financial Officer Index to Exhibits 99.1 December 28, 2004 Press release announcing MacArthur Park property acquisition.
EX-99.1 2 h21210exv99w1.txt PRESS RELEASE DATED DECEMBER 28, 2004 Exhibit 99.1 AMREIT PENETRATES DALLAS SHOPPING CENTER MARKET WITH PURCHASE OF $38 MILLION IRREPLACEABLE CORNER PROPERTY AND ANNOUNCES END OF YEAR UPDATE HOUSTON, December 28, 2004 - AmREIT (AMEX: AMY), a Houston-based real estate investment trust, announced today an end of the year update on the Company's acquisitions and dispositions since its mid-year update in July. AmREIT had previously announced its plan to identify additional real estate markets in Texas and to focus on the acquisition of significant "irreplaceable corners" - premier retail frontage properties in high-traffic, highly populated areas, and its plan to dispose of non-core assets during 2004. ACQUISITIONS On December 27, 2004, AmREIT acquired MacArthur Park Shopping Center, a Kroger anchored shopping center consisting of 198,443 square-feet located on approximately 23 acres. The property is located at the northwest intersection of I-635 and MacArthur Boulevard in Dallas Texas, the heart of Las Colinas, an affluent residential and business community that is home to Fortune 500 companies such as ExxonMobil, Citigroup and Sabre. The property was acquired for $38 million, $24.6 million in cash and the assumption of $13.41 million in fixed rate debt with a 6.17% interest rate maturing in December 2008. The weighted average remaining lease term for the project is eight years. The Kroger lease is for 20 years, containing approximately 63,000 square feet, expiring in November 2020. The shopping center is 100 percent occupied. The combined annual net operating income contribution is approximately $2.8 million. "As we stated in recent announcements, our plan for 2004 was to double AmREIT's portfolio of high-profile retail corners over a 12 to 18 month period and to branch out into new markets within our backyard of Texas. With this acquisition we will meet this goal by year end," said Kerr Taylor, AmREIT's president and chief executive officer. "We also stated that we intend to divest of non-core assets that no longer meet our irreplaceable corner standard and replace them with properties that do, bringing more value to our portfolio. We have already sold several properties this year and have identified and begun disposing of an additional $10-15 million of non-core properties which should take place over the next three to six months. I'm very proud of our outstanding team of professionals and the excellent results they are producing." "The acquisition of this property is a significant step for AmREIT entering the Dallas marketplace and emphasizes our focus on acquiring irreplaceable corners," said Tenel Tayar, AmREIT's vice president of acquisitions. "With our continued ability to raise capital on a daily basis, our ability to acquire these high caliber locations has strengthened due to our dependability and consistency. By being true to our goal of investing in irreplaceable corners, with this acquisition, we have added approximately $104 million in irreplaceable corners during 2004, exceeding our goal for the year." DISPOSITIONS On December 22, 2004, the Company began marketing its Just For Feet project located in Baton Rouge, Louisiana. The Company will record an impairment charge to earnings of approximately $1.3 million in the fourth quarter to reflect the anticipated loss to be incurred upon sale of the property, following the bankruptcy of its sole tenant. After a thorough remarketing of the property during the past 120 days, the Company could not replace the previously existing value and determined to sell the asset and redeploy the remaining value into more productive investments. As previously announced, the Company intends to sell an additional $10-15 million of non-core assets and has begun the marketing process on these properties. Based on management's evaluation of these properties, the local markets and the remaining lease term, management does not anticipate any future impairment issues on these properties. "The disposition of non-core assets is a fundamental strategy that we employ and overall has served us well. Earlier in the year we sold properties both for gains as well as losses, and were able to redeploy the capital into higher quality shopping centers", said Chad Braun, AmREIT's Chief Financial Officer. "Although some of our properties will be sold for less than we originally paid for them, on balance, we believe our disposition strategy will result in net gains on sale, as well as a stronger, healthier portfolio of assets as we redeploy the capital into acquisition properties or developed properties where the increased value is not necessarily presented on our balance sheet." About AmREIT AmREIT, a self-managed real estate investment firm, has been acquiring, developing, and managing high quality commercial retail real estate to generate monthly income and growth opportunities for investors for more than 20 years. A steadily growing publicly traded company, AmREIT is known for its ownership of "irreplaceable corners" - premier retail frontage properties in high-traffic, highly populated areas. AmREIT also creates retail limited partnerships, offered to accredited investors through the financial planning community. These retail partnerships create value through actively acquiring and developing high quality free standing and shopping center properties, leased to trusted names such as Starbucks, Walgreen's, and Washington Mutual, to create the potential for increasing income and capital appreciation by selling the properties within a defined time horizon. In addition to historical information, this press release contains forward-looking statements under the federal securities law. These statements are based on current expectations, estimates and projections about the industry and markets in which AmREIT operates, management's beliefs and assumptions made by management. Past performance is not indicative of future returns. Forward-looking statements are not guarantees of future performance and involve certain risks and uncertainties, which are difficult to predict. This press release does not constitute an offer to sell, or the solicitation of an offer to buy any public or private securities from the Company. The purchase of any securities may only be made pursuant to a prospectus or Private Offering Memorandum. A copy of any available prospectus or Private Offering Memorandum and the related subscription documents are available to qualified potential investors on request. For more information, contact Debbie Lucas, Vice President of Investor Relations at AmREIT, at (713) 850-1400, or Chad Braun, Chief Financial Officer at AmREIT, (713) 850-1400. AmREIT is online at www.amreit.com. -----END PRIVACY-ENHANCED MESSAGE-----