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) March 3, 1998
AMFAC/JMB HAWAII, L.L.C.
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(Exact Name of Registrant as Specified in its Charter)
Hawaii
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(State or Other Jurisdiction of Incorporation)
33-24180 36-3109397
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(Commission File Number) (I.R.S. Employer Identification No.)
900 North Michigan Avenue, Chicago, Illinois 60611-1581
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(Address of Principal Executive Offices) (Zip Code)
(312) 915-2420
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(Registrant's Telephone Number, Including Area Code)
Amfac/JMB Hawaii, Inc.
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
Conversion to Limited Liability Company
Amfac/JMB Hawaii, L.L.C., a Hawaii limited liability company (the
"Company") is the successor to Amfac/JMB Hawaii, Inc. ("A/J Hawaii")
pursuant to the merger described below which was consumated on March 3,
1998. On March 3, 1998, A/J Hawaii was merged (the "Merger") with and into
the Company (which was then named Amfac/JMB Mergerco L.L.C.) pursuant to an
Agreement and Plan of Merger dated February 27, 1998 (the "Merger
Agreement") by and between A/J Hawaii and the Company. The Company was the
surviving entity in the Merger. The Merger was consummated to change the
form of A/J Hawaii's business from a corporation to a limited liability
company for tax planning purposes. The Company was a nominally capitalized
limited liability company which was formed on December 24, 1997, solely for
the purpose of effecting the Merger. The Company succeeded to all the
assets and liabilities of A/J Hawaii in accordance with the Hawaii Business
Corporation Act and the Hawaii Uniform Limited Liability Company Act. In
addition, A/J Hawaii, the Company, The First National Bank of Chicago (the
"Trustee") and various guarantors entered into a Second Supplemental
Indenture dated as of March 1, 1998, pursuant to which the Company
expressly assumed all obligations of A/J Hawaii under the Indenture dated
as of March 14, 1989, as amended (the "Indenture") by and among A/J Hawaii,
the Trustee and the guarantors named therein and the Certificates of Land
Appreciation Notes due 2008 Class A (the "Class A COLAs") and the
Certificates of Land Appreciation Notes due 2008 Class B (the "Class B
COLAs" and collectively with the Class A COLAs, the "COLAs"). The Merger
did not require the consent of the holders of the COLAs under the terms of
the Indenture. The Company has succeeded to A/J Hawaii's reporting
obligations under the Securities Exchange Act of 1934, as amended.
Tender Offer to Purchase COLAs
On January 30, 1998, Amfac Finance Limited Partnership ("Amfac
Finance"), an Illinois limited partnership and an affiliate of the Company
extended a Tender Offer to Purchase (the "Tender Offer") up to $65,421,000
Principal amount of separately certificated Class B COLAS ("Separate Class
B COLAs") for cash at a unit price of $375 to be paid by Amfac Finance on
each Separate Class B COLA on or about March 24, 1998. The maximum cash to
be paid under the Tender Offer is $49,065,750 (130,842 Separate Class B
COLAs at a unit price of $375 for each separate Class B COLA). The Tender
Offer will not reduce the outstanding indebtedness of the Company. The
Separate Class B COLAs to be purchased by Amfac Finance pursuant to Tender
Offer will remain outstanding pursuant to the terms of the Indenture.
Except as provided in the last sentence of this paragraph, Amfac Finance
will be entitled to the same rights and benefits of any other holder of
Separate Class B COLAs, including having the ability to have its Separate
Class B COLAs repurchased on June 1, 1999 in accordance with the terms of
the Indenture. Amfac Finance has not yet determined whether it will require
that its Separate Class B COLAs be repurchased. Because Amfac Finance is an
affiliate of the Company, Amfac Finance will not be able to participate in
determining whether the holders of the required principal amount of debt
under the Indenture have concurred in any direction, waiver or consent
under the terms of the Indenture.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit
No. Document Description
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2.1 Agreement and Plan of Merger by and between Amfac/JMB
Hawaii, Inc. and Amfac/JMB Mergerco, L.L.C. dated as of
February 27, 1998.
4.1 Second Supplement to the Indenture dated as of March 1, 1998.
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.
AMFAC/JMB HAWAII, L.L.C.
(Registrant)
Dated: March 3, 1998 By:______________________
Name: Edward J. Kroll
Title: Vice President
INDEX TO EXHIBITS
Exhibit
No. Document Description
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2.1 Agreement and Plan of Merger by and between Amfac/JMB
Hawaii, Inc. and Amfac/JMB Mergerco, L.L.C. dated as of
February 27, 1998.
4.1 Second Supplement to the Indenture dated as of March 1, 1998.