UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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, 2004
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Presidential Realty Corporation
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(Exact name of registrant as specified in its charter)
DELAWARE 1-8594 13-1954619
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(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification Number)
incorporation)
180 South Broadway, White Plains, New York 10605
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (914) 948-1300
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No change since last Report
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(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
(17CFR230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17CFR240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17CFR240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17CFR240.13e-4(c))
This Amendment to Form 8-K amends the Company's Current Report on Form 8-K filed
on October 1, 2004 (the "Acquisition Form 8-K").
ITEM 1.01 Entry into a Material Definitive Agreement and
ITEM 2.01 Completion of Acquisition or Disposition of Assets.
As reported in the Acquisition Form 8-K, on September 24, 2004 the Company
obtained the right to acquire, and closed the acquisition of, the Martinsburg
Mall, an enclosed regional shopping mall containing gross leasable area of
approximately 552,000 square feet, in Martinsburg, West Virginia (the
"Martinsburg Property"). The Martinsburg Property, along with the four other
shopping malls referred to below, were owned by Pennsylvania Real Estate
Investment Trust and under contract of sale to an affiliate of The Lightstone
Group ("Lightstone"). Presidential obtained the right from Lightstone to acquire
the Martinsburg Mall. As part of the transactions with Lightstone, Lightstone
will manage the Martinsburg Property and was given a 71% economic interest in
the property.
In addition, on September 28, 2004 Presidential made an $8,600,000 mezzanine
loan to Lightstone (the "Presidential Mezz Loan") in connection with the
acquisition by Lightstone of the Shenango Valley Mall, the West Manchester Mall,
the Bradley Square Mall, and the Mount Berry Square Mall,(the "Other
Properties"). The Presidential Mezz Loan is secured by the ownership interests
in the entities owning the Other Properties. In connection with the transactions
with Lightstone, Presidential obtained a 29% economic interest in the entities
owning the Other Properties.
ITEM 9.01 Financial Statements and Exhibits
(a) In the Acquisition Form 8-K, the Company stated that it would file
required financial information by December 10, 2004. Subsequent to the September
acquisition and the filing of the Acquisition Form 8-K, it became apparent that
Presidential would not be able to obtain access to the information necessary to
prepare the required financial information. Presidential is continuing to work
with Lightstone to obtain access to the financial information from Pennsylvania
Real Estate Investment Trust. The failure to provide the necessary acquisition
financial information results in Presidential being delinquent in its federal
securities law filing obligations.
(c) Exhibits
Exhibit 99.1 Company's Press Release dated December 10, 2004
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to its report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: December 10, 2004 PRESIDENTIAL REALTY CORPORATION
By:/s/ Jeffrey F. Joseph
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Jeffrey F. Joseph
President