SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DECEMBER 11, 2002
Date of Report (Date of earliest event reported)
STRATFORD AMERICAN CORPORATION
(Exact Name of Registrant as Specified in Charter)
ARIZONA 000-17078 86-0608035
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
2400 E. ARIZONA BILTMORE CIRCLE,
BUILDING 2, SUITE 1270,
PHOENIX, ARIZONA 85016
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (602) 956-7809
Former Name or Former Address, if Changed Since Last Report: NOT APPLICABLE
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 11, 2002, Stratford American Corporation (the "Company"), along
with other investors, completed the purchase of the property located at 20225
North Scottsdale Road, Scottsdale, Arizona (the "Property") for $24,988,080. The
purchase was pursuant to the Purchase and Sale Agreement, dated July 17, 2002,
by and between Opus West Corporation, a Minnesota corporation, and the Company
(the "Purchase and Sale Agreement"). The Property, after being purchased by the
Company and the other investors, was immediately conveyed to Scottsdale Thompson
Peak, LLC, a newly formed Arizona limited liability company (the "LLC"). The
Company owns 80% of the membership interests in, and is the manager of, the LLC.
The Company contributed $750,000 in cash and its 80% undivided interest in the
Property in return for its 80% membership interest in the LLC, and other
investors contributed $187,500 in cash and their 20% undivided interest in the
Property in return for the remaining 20% of the membership interests in the LLC.
The Company's cash contribution of $750,000 came from company cash of $250,000
and the proceeds of the sale by the Company of 2,000,000 shares of Company
common stock for $500,000 to certain of the other investors. The LLC funded the
purchase of the Real Property through a combination of the cash contributions
described above and loans obtained by the LLC in the aggregate amount of
$24,300,000. The $20,000,000 loan is financed with a 5.9% interest rate, 22 year
straight-line amortization note, guranteed by Scottsdale Thompson Peak, LLC. The
$2,500,000 loan is financed with a 6% interest rate, interest only note, for
period of two years and is guranteed 50% by JDMD Investments, LLC and 50% by
Diamond Ventures, Inc. The $1,800,000 loan is financed with a 10% interest rate
note, interest only, for a period of two years and is guranteed by Scottsdale
Thompson Peak, LLC. The purchase price for the Property was based on
negotiations between a shareholder of the Company and Opus West Corporation. The
Company also issued a total of 1,200,00 shares of its common stock to a major
shareholder of the Company for its agreement to gurantee payment of non-recourse
exceptions or carve outs on the first mortgage, the guranty of 50% of a $2.5
million bank loan, the assignment of all its interests in finding and
negotiating the purchase of the Property, and the mortgage loan and other
financing involved.
The foregoing description is qualified in its entirety by the Purchase and Sale
Agreement, a copy of which is attached as Exhibit 2.1 to this Current Report on
Form 8-K and incorporated by reference into this Item 2, and the Letter
Agreement between Stratford American Corporation, JDMD Investments, L.L.C.,
Diamond Ventures, Inc., Golden Gate Apartments, Ltd., L.P., Auriga Properties,
Inc., DRD-97 Trust and David Goldstein, dated September 27, 2002 (incorporated
herein, and to the exhibits hereto, by reference to Exhibit 10.2 of the
Company's Form 10-QSB filed with the Securities and Exchange Commission on
November 14, 2002).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
The financial statements required to be filed pursuant to Item 7(a) are not
included in this Current Report on Form 8-K. Such financial statements will be
filed on or before February 24, 2003.
(b) PRO FORMA FINANCIAL INFORMATION
The pro forma financial information required to be filed pursuant to Item
7(b) is not included in this Current Report on Form 8-K. Such pro forma
financial information will be filed on or before February 24, 2003.
(c) EXHIBITS
2.1 -- Purchase and Sale Agreement, dated July 17, 2002, by and between Opus
West Corporation, a Minnesota corporation, and Stratford American
Corporation
10.1 -- Letter Agreement between Stratford American Corporation, JDMD
Investments, L.L.C., Diamond Ventures, Inc., Golden Gate Apartments,
Ltd., L.P., Auriga Properties, Inc., DRD-97 Trust and David Goldstein,
dated September 27, 2002 (incorporated herein by reference to Exhibit
10.2 of the Company's Form 10-QSB filed with the Securities and
Exchange Commission on November 14, 2002)
99.1 -- Press Release dated December 11, 2002
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.
Date: December 26, 2002.
STRATFORD AMERICAN CORPORATION
By: /s/ Daniel E. Matthews
------------------------------------
Daniel E. Matthews, Controller,
Secretary and Treasurer
EXHIBIT INDEX
Exhibits 2.1 and 99.1 are originally filed with this report. The Company hereby
incorporates Exhibit 10.1 by reference pursuant to Rule 12b-32 which was filed
as Exhibit 10.2 to the Company's Form 10-QSB filed with the Securities and
Exchange Commission on November 14, 2002.
Exhibit No. Description
- ----------- -----------
2.1 Purchase and Sale Agreement, dated July 17, 2002, by and
between Opus West Corporation, a Minnesota corporation, and
Stratford American Corporation
10.1 Letter Agreement between Stratford American Corporation,
JDMD Investments, L.L.C., Diamond Ventures, Inc., Golden
Gate Apartments, Ltd., L.P., Auriga Properties, Inc., DRD-97
Trust and David Goldstein, dated September 27, 2002
(incorporated herein by reference to Exhibit 10.2 of the
Company's Form 10-QSB filed with the Securities and Exchange
Commission on November 14, 2002)
99.1 Press Release dated December 11, 2002