SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
October 26, 2001
Date of report (Date of earliest event reported)
G & L REALTY CORP.
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(Exact name of registrant as specified in charter)
Maryland 1-12566 95-4449388
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(State or Other Jurisdiction of (Commission File (IRS Employer Identification
Incorporation Number No.)
439 N. Bedford Drive, Beverly Hills, California 90210
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(Address of principal executive offices) (Zip code)
Registrant's telephone number including area code: (310) 273-9930
Not applicable.
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(Former name or former address, if changed since last report)
Item 5. Other Events.
On October 26, 2001, the Company announced that its board of directors, based on
the recommendation of the special committee of the board of directors, has
approved an amendment to the agreement and plan of merger dated May 10, 2001
between the Company and a new company owned by Daniel M. Gottlieb and Steven D.
Lebowitz pursuant to which shareholders will receive an increased purchase price
of $13 per share from $12 per share. The special committee's recommendation was
based on both the increased offer price and the growing concerns of the special
committee as to the intention and ability of Lyle Weisman and his associates
(the "Weisman Group") to consummate a transaction.
On October 29, 2001, the Company announced the completion of the merger of the
Company with a new company owned by Daniel M. Gottlieb and Steven D. Lebowitz.
Under the terms of the merger agreement, as amended, each share of the Company's
common stock, other than certain shares held by Daniel M. Gottlieb and Steven D.
Lebowitz, has been converted into the right to receive $13 in cash. Following
the merger, the Company's common stock was delisted from the New York Stock
Exchange.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit Description
No.
99.1 Press release issued by G&L Realty Corp. on October 26, 2001.
99.2 Press release issued by G&L Realty Corp. on October 29, 2001.
99.3 Amendment No. 2 to the Agreement and Plan of Merger dated as of
May 10, 2001, by and between G&L Acquisition, LLC and G&L Realty
Corp.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
G & L REALTY CORP.
By: /s/ David E. Hamer
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David E. Hamer
Chief Accounting Officer
DATED: October 31, 2001