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) April 28, 1998
(April 13, 1998)
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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
(Registrant's telephone number, including area code)
Item 2. Acquisition or Disposition of Assets
On April 13, 1998, Wellsford Real Properties, Inc.'s (AMEX: "WRP")
unconsolidated subsidiary, Wellsford/Whitehall Properties, L.L.C. (the
"Company") entered into a definitive agreement to acquire 13 office
buildings (the "Saracen Portfolio"). The Saracen Portfolio contains
approximately 1,000,000 square feet and the transaction is valued at
approximately $146 million.
Pursuant to the terms of the agreement, the Company will issue $27 million
in operating partnership units and will assume approximately $68.4 million
of existing debt bearing interest at 8.035%. The Company will utilize
approximately $34.9 million of borrowings under its bank credit facilities
to complete the acquisition.
The Saracen Portfolio, which will be contributed by Saracen Properties,
Inc., a private, family-controlled office development and operating company,
and its affiliated entities (collectively, "Saracen"), is located
predominantly in prime in-fill locations in the "Route 128" corridor in
Massachusetts. The Saracen Portfolio has a 99% occupancy rate as of April
13, 1997.
Item 7. Financial Statements, Proforma Financial Information and Exhibits
(a) Financial Statements
The financial statements required to be filed with this Report on Form
8-K will be filed under cover of a Form 8-K/A as soon as
practicable, but not later than 60 days after the date that this
Report on Form 8-K must be filed.
(b) Proforma Financial Information
The proforma financial information required to be filled with this
Report on Form
8-K will be filled under cover of a Form 8-K/A as soon as
practicable, but not later than 60 days after the date that
this Report on Form 8-K must be filed.
(c) Exhibits
10.1 Contribution Agreement, dated as of February 12, 1998, among
Saracen Properties, Inc., Saraceno Holding Trust General
Partnership, Dominic J. Saraceno, 150 Wells Avenue Realty Trust,
River Park Realty Trust, Seventy Wells Avenue LLC, Newton
Acquisition LLC I, Saracen Portland L.L.C., KSA Newton Acquisition
Limited Partnership II and KSA Newton Limited Partnership I, as
Contributor, and Wellsford/Whitehall Properties, L.L.C., as
Contributee.
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 .
Wellsford Real Properties, Inc.
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(Registrant)
Date April 28, 1998 By: /s/ Gregory F. Hughes
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Gregory F. Hughes
Chief Financial Officer