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) May 16, 2002
STRATUS PROPERTIES INC.
(Exact name of registrant as specified in its charter)
Delaware 0-19989 72-1211572
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
98 San Jacinto Boulevard, Suite 220
Austin, Texas 78701
(Address of principal executive offices) (Zip Code)
(512) 478-5788
(Registrant's telephone number, including area code)
Item 5. Other Events.
On May 16, 2002, Stratus entered into a new stockholder
rights plan to replace our previous stockholder rights plan that
will expire on May 28, 2002. The new plan, like the previous
plan, is designed to deter abusive takeover tactics and to
encourage prospective acquirors to negotiate with our board
rather than attempt to acquire the company in a manner or on
terms that our board deems unacceptable.
Pursuant to the new rights plan, our board of directors
declared a dividend of one preferred stock purchase right for
each outstanding share of our common stock. The dividend is
payable on May 29, 2002 to our stockholders of record on May 29,
2002. If the rights become exercisable, each right will entitle
its holder to purchase one one-hundredth (1/100) of a share of
our Series C participating cumulative preferred stock at an
exercise price of $40 per unit, subject to adjustment.
The description and terms of the rights are set forth in the
Rights Agreement, dated May 16, 2002, between us and our rights
agent, Mellon Investor Services LLC, which is attached hereto as
Exhibit 4.1. The press release announcing the approval of the
new stockholder rights plan is attached hereto as Exhibit 99.1.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
4.1 Rights Agreement, dated as of May 16, 2002,
between Stratus Properties Inc. and Mellon
Investor Services LLC, as Rights Agent, which
includes as Exhibit A the Form of Certificate of
Designations of Series C Participating Cumulative
Preferred Stock; as Exhibit B the Forms of Rights
Certificate, Assignment, and Election to Purchase;
and as Exhibit C the Summary of Rights to Purchase
Preferred Shares. Incorporated by reference to
Exhibit 4.1 to Stratus' Registration Statement on
Form 8-A dated May 22, 2002.
99.1 Press Release of Stratus Properties Inc. dated May
21, 2002.
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.
STRATUS PROPERTIES INC.
By: C. Donald Whitmire, Jr.
--------------------------
C. Donald Whitmire, Jr.
Vice President-Controller
(authorized signatory and
Principal Accounting Officer)
Dated: May 23, 2002