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) July 7, 2005
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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))
ITEM 1.01 Entry into a Material Definitive Agreement
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On July 7, 2005 Presidential Realty Corporation ("Presidential" or the
"Company") made a $9,500,000 mezzanine loan (the "Loan") to an affiliate of The
Lightstone Group ("Lightstone"). The Loan is secured by the ownership interests
in the entities owning the Macon Mall, an enclosed two-story regional mall
located in Macon, Georgia with 764,208 square feet of rentable area (and an
additional 682,160 square feet of department store space in the mall area owned
by four department stores), and the Burlington Mall, an enclosed single story
regional mall located in Burlington, North Carolina with 416,442 square feet of
rentable area (the "Properties"). The Loan has a term of 10 years, bears
interest at the rate of 11% per annum and is prepayable (along with a 3% exit
fee) upon repayment of the first mortgage covering the Properties or certain
changes of control of Presidential. The borrower is not personally liable for
repayment of the Loan except for losses resulting from certain enumerated
fraudulent acts.
In connection with the Loan, Presidential obtained a 29% ownership interest in
the companies owning the Properties.
The Properties are subject to a first mortgage loan from Wachovia Bank, National
Association in the original principal amount of $158,850,000. The Wachovia loan
is due on July 6, 2015 and bears interest at the rate of 5.78% per annum. The
Wachovia loan is not prepayable.
Over the past six years, Presidential has made seven other loans to or
investments in entities that are controlled by David Lichtenstein, the principal
of Lightstone, including $10,038,410 made in September of 2004 relating to five
regional shopping mall properties and $7,500,000 made in December of 2004
relating to two other regional shopping mall properties. The other loans
outstanding from Lightstone have an outstanding principal balance of $9,875,000.
All loans and investments with Lightstone are in good standing as of the date
hereof.
ITEM 9.01 Financial Statements and Exhibits
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(c) Exhibits. Company's Press Release dated July 8, 2005.
SIGNATURES
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: July 11, 2005 PRESIDENTIAL REALTY CORPORATION
By:/s/ Jeffrey F. Joseph
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Jeffrey F. Joseph
President