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) June 30, 2005
ONE LIBERTY PROPERTIES, INC.
----------------------------
(Exact name of Registrant as specified in charter)
Maryland 001-09279 13-3147497
------------------------------------------------------------------------
(State or other (Commission file No.) (IRS Employer
jurisdiction of I.D. No.)
incorporation)
60 Cutter Mill Road, Suite 303, Great Neck, New York 11021
-------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code 516-466-3100
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 (see General Instruction A.2. below):
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 8.01 Other Events.
On June 30, 2005, Elpans LLC, a wholly-owned subsidiary of the registrant
("Seller"), sold the unused development or "air" rights relating to Seller's
property located at 300 Gold Street, Brooklyn, New York (the "Property") to A.P.
Development L.L.C. ("Buyer") for $11,000,000, pursuant to that certain Contract
of Sale, dated as of December 21, 2004, between Seller and Buyer, a copy of
which was filed as an exhibit to registrant's 8-K filed on December 21, 2004.
The purchaser also paid certain closing expenses of the Seller.
In addition, in accordance with the terms and conditions of the Contract of
Sale, Seller and Buyer entered into a Zoning Lot and Development Agreement,
dated as of June 30, 2005, pursuant to which Seller and Buyer agreed to certain
procedures and restrictions in respect of the development by the Seller of the
Property and by the Buyer of Buyer's adjacent property.
Seller will report a gain of approximately $9,800,000 on the sale of the unused
development or "air" rights relating to the Property. This gain will be
recognized by the registrant for financial reporting purposes, but registrant
anticipates that this gain will be deferred for federal income tax purposes by
Seller entering into a 1031 tax-deferred exchange, and using the sale proceeds
to acquire one or more replacement properties. As of this date, Seller has not
identified replacement properties and can make no assurance that it will be able
to locate suitable replacement properties in accordance with applicable
statutory and regulatory requirements.
Caution Concerning Forward-Looking Statements: Materials included in this filing
may contain "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors that could
cause actual results to be materially different from historical results or from
any future results expressed or implied by such forward-looking statements.
Statements that include the words "may," "will," "would," "could," "should,"
"believes," "estimates," "projects," "potential," "expects," "plans,"
"anticipates," "intends," "continues," "forecast," "designed," "goal," or the
negative of those words or other comparable words should be considered uncertain
and forward-looking.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ONE LIBERTY PROPERTIES, INC.
Date: June 30, 2005 By: /s/ Mark H. Lundy
------------------
Mark H. Lundy
Vice President and Secretary