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): August 30, 1996 DELTA HOLDING, INC. (Exact name of registrant as specified in its charter) Washington (State or other jurisdiction of incorporation) 0-24010 (Commission File Number) 91-1420744 (IRS Employer Identification No.) 258 SW 43rd Street, Suite A, Renton, WA 98055 (Address of principal executive offices) (Zip Code) (206) 251-9192 (Registrant's telephone number, including area code) None (Former name or former address, if changed since last report) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On August 30, 1996, Delta Holding, Inc., a Washington corporation (the "Company"), closed the sale of two of its properties in Colorado Springs held for sale - the Rockledge Apartments (the "Rockledge") and the Carmel Apartments (the "Carmel"). The Rockledge was sold for an all cash purchase price of $4,800,000 and the gain on the transaction was $2,192,000. The Carmel was sold for an all cash purchase price of $1,450,000 and the gain on the transaction was $569,000. Both properties were sold to FowlerShore & Flanagan, an entity unaffiliated with the Company (the "Buyer"). The consideration for the sale of the Rockledge and the Carmel was determined in arm's-length negotiations between the Company and the Buyer. The form of Commercial Contract to Buy and Sell Real Estate entered into in connection with the sale of the Rockledge and the Carmel is filed as an exhibit to this report and is incorporated herein by reference. The foregoing description is qualified in its entirety by reference to the full text of the Commercial Contract to Buy and Sell Real Estate. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits Exhibit Number Description -------------- ----------- 2.1 Form of Commercial Contract to Buy and Sell Real Estate -2- SIGNATURE 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. DELTA HOLDING, INC. By: TERRY L. SWITZER ----------------------------------- Terry L. Switzer Vice President, Finance and Operations Dated: September 16, 1996 -3-