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) December 12, 1997
(November 26, 1997)
KRANZCO REALTY TRUST
(Exact Name of Registrant as Specified in Charter)
Maryland 1-11478 23-2691327
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
128 Fayette Street, Conshohocken, Pennsylvania 19428
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (610) 941-9292
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events
On December 10, 1997, Kranzco Realty Trust, a Maryland real
estate investment trust (the "Company"), entered into an
Underwriting Agreement (the "Underwriting Agreement") with Salomon
Brothers Inc, Donaldson, Lufkin & Jenrette Securities Corporation
and Friedman, Billings, Ramsey & Co., Inc., and representatives of
the several underwriters thereto (collectively, the
"Underwriters"), providing for the purchase by the Underwriters
from the Company of 1,800,000 9-1/2% Series D Cumulative Redeemable
Preferred Shares of Beneficial Interest, par value $0.01 per share
(the "Series D Preferred Shares"), of the Company at a purchase
price of $25.00 per Series D Preferred Share (the "Purchase
Price"). Distributions on the Series D Preferred Shares are
cumulative from the date of original issue and are payable
quarterly commencing on January 20, 1998 at the rate of 9-1/2% per
annum of the $25.00 liquidation preference. The Series D Preferred
Shares were registered as part of the Company's shelf Registration
Statement on Form S-3 (No. 333-32597), which was declared effective
by the Securities and Exchange Commission on August 14, 1997. In
accordance with the terms of the Underwriting Agreement, the
Underwriters also were granted an option to purchase up to an
aggregate of 270,000 additional Series D Preferred Shares at the
Purchase Price to cover any over-allotments.
Item 7. Financial Statements, Pro Forma Financial Statements and
Exhibits.
(a) Financial Statements of Businesses Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits
4.1 Underwriting Agreement, dated as of December 10,
1997, among the Company, Salomon Brothers Inc,
Donaldson, Lufkin & Jenrette Securities Corporation
and Friedman, Billings, Ramsey & Co., Inc., and
representatives of the several underwriters
thereto.
4.2 Articles Supplementary Classifying Series D
Cumulative Redeemable Preferred Shares of
Beneficial Interest.*
4.3 Specimen Certificate evidencing Series D Preferred
Shares.*
* Previously filed as an exhibit to the Registrant's Form
8-A filed with the Securities and Exchange Commission on
December 10, 1997 and incorporated by reference herein.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
Date: December 12, 1997
KRANZCO REALTY TRUST
By:/s/ Robert H. Dennis
-----------------------
Robert H. Dennis
Vice President and
Chief Financial Officer
EXHIBIT INDEX
4.1 Underwriting Agreement, dated as of December 10, 1997,
among the Company, Salomon Brothers Inc, Donaldson,
Lufkin & Jenrette Securities Corporation and Friedman,
Billings, Ramsey & Co., Inc., and representatives of the
several underwriters thereto.
4.2 Articles Supplementary Classifying Series D Cumulative
Redeemable Preferred Shares of Beneficial Interest.*
4.3 Specimen Certificate evidencing Series D Preferred
Shares.*
__________________________
* Previously filed as an exhibit to the Registrant's Form
8-A filed with the Securities and Exchange Commission on
December 10, 1997 and incorporated by reference herein.