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) September 23, 1997
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(September 18, 1997)
Wellsford Real Properties, Inc.
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(Exact name of registrant as specified in its charter)
1-12917 13-3926898
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(Commission File Number) (IRS Employer Identification No.)
Maryland
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(State or other jurisdiction of incorporation)
610 Fifth Avenue, New York, New York 10020
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(Address of principal executive offices)
(Zip code)
(212) 333-2300
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(Registrant's telephone number, including area code)
Item 5. Other Events.
Wellsford Real Properties, Inc., a Maryland corporation
("Wellsford"), Wellsford Capital Corporation, Wellsford's wholly owned
subsidiary and a Maryland corporation, and Value Property Trust, a Maryland
real estate investment trust ("VPT"), entered into an Agreement and Plan of
Merger on September 18, 1997.
Pursuant to the merger, each common share of beneficial interest of
VPT issued and outstanding immediately prior to the merger will be converted
into the right to receive $11.58 in cash and 0.2984 shares of common stock of
Wellsford. Consummation of the merger is subject to specified closing
conditions. Following consummation of the merger, VPT will be a wholly owned
subsidiary of Wellsford.
Franklin Mutual Advisers, Inc. ("Franklin"), which has the right to
vote approximately 50% of the outstanding common shares of beneficial interest
in VPT, has entered into a Voting Agreement with Wellsford pursuant to which
Franklin has agreed to vote, and to cause its affiliates to vote, all common
shares of beneficial interest in VPT over which it has voting power in favor
of the merger and against any other proposed business combination with VPT.
Wellsford and Whitehall Street Real Estate Limited Partnership VII,
a discretionary real estate fund affiliated with Goldman, Sachs & Co.
("Whitehall"), entered into a Purchase and Sale Agreement on September 18,
1997, pursuant to which, upon completion of the merger, Whitehall will
purchase for $65,000,000 13 of the 21 properties owned by VPT.
Item 7. Financial Statements, Pro Forma Financial Statements and
Exhibits.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of September 18, 1997,
among Value Property Trust, Wellsford Real Properties, Inc. and
Wellsford Capital Corporation.
10.1 Purchase and Sale Agreement, dated as of September 18, 1997,
among Wellsford Real Properties, Inc., Wellsford Capital
Corporation and Whitehall Street Real Estate Limited
Partnership VII.
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 .
Wellsford Real Properties, Inc.
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(Registrant)
By:/s/ Gregory F. Hughes
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Date: September 23, 1997 Gregory F. Hughes
Vice President and
Chief Financial Officer
Exhibit Index
2.1 Agreement and Plan of Merger, dated as of September 18, 1997,
among Value Property Trust, Wellsford Real Properties, Inc. and
Wellsford Capital Corporation.
10.1 Purchase and Sale Agreement, dated as of September 18, 1997,
among Wellsford Real Properties, Inc., Wellsford Capital
Corporation and Whitehall Street Real Estate Limited
Partnership VII.