UNITED STATES
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) June 6, 2008
DVL, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-8356 13-2892858
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
70 East 55th Street, 7th Floor, New York, NY 10022
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 350-9900
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13a-4(c))
Item 1.01. Entry into a Material Definitive Agreement
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
On June 6, 2008, Delbrook Holding LLC ("Delbrook"), a Delaware limited liability
company and 100% owned subsidiary of DVL, Inc. (together with its subsidiaries,
the "Company") borrowed an aggregate of $3,800,000 pursuant to a Mortgage Note
(the "Note") with Capital One, N.A., a national banking association (the "Bank")
in the principal amount of $3,800,000.00. The Note is secured by a mortgage on
the Company's property located in Kearny, New Jersey and by an assignment of
leases on such property. The principal amount outstanding under the Note, bears
interest, which is payable monthly, at an annual rate equal to the one month
LIBOR Rate plus 2.1%. Delbrook has entered into an interest rate swap agreement
with the Bank which provides for a fixed rate of interest for the term of the
Note. In the event that the LIBOR Rate is not available, the Note bears interest
at an annual rate equal to the prime rate of the Bank.
The outstanding principal of the Note is payable in monthly installments of
$5,430 beginning on August 1, 2008 and continuing on the first day of each month
thereafter. The final monthly installment of the Note is due and payable on July
1, 2011 and must equal all outstanding principal together will all accrued and
unpaid interest. The entire principal sum together with accrued interest will
become due and payable at the option of the Bank upon any defaults after the
expiration of all applicable notice and cure periods as specified therein.
ITEM 1.02. Termination of a Material Definitive Agreement
On June 6, 2008, the Company used a portion of the proceeds of the borrowings
under the Note to repay the entire outstanding principal balance of $1,150,000
plus all accrued interest under its agreement (the "Agreement") with
Pennsylvania Business Bank dated March 19, 2007. The Agreement and all
instruments and documents related thereto terminated on June 6, 2008, including
without limitation, the termination of all security interests, liens and
encumbrances on a portion of the Company's property located in Kearny New
Jersey, in connection with the Agreement.
On June 6, 2008, the Company used a portion of the proceeds of borrowings under
the Note to repay the entire outstanding principal amount of $2,292,230 plus
accrued and unpaid interest, under the Promissory Note (the "Promissory Note")
dated June 1, 1998 with Liberty Mortgage Acceptance Corporation as the Lender.
The Promissory Note and all instruments and documents related thereto terminated
on June 6, 2008.
ITEM 9.01. Financial Statements and Exhibits
Exhibits: None
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.
DVL, INC.
By: /s/ Henry Swain
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Name: Henry Swain
Title: Executive Vice President
and Chief Financial Officer
Date: June 12, 2008