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 13, 1997
(June 2, 1997)
Wellsford Real Properties, Inc.
(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
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(Registrant's telephone number, including area code)
Total Pages 2
Item 1. Changes in Control of Registrant
See "Item 5. Other Events", below.
Item 5. Other Events
Wellsford Real Properties, Inc. (the "Company") was formed on
January 8, 1997 as a corporate subsidiary of Wellsford
Residential Property Trust ("Wellsford"). On May 30, 1997,
Wellsford merged with Equity Residential Properties Trust.
Immediately prior to the merger, Wellsford contributed certain
of its assets to the Company and the Company assumed certain
liabilities of Wellsford. Immediately after the contribution of
assets to the Company and immediately prior to the merger,
Wellsford distributed to its common shareholders all the
outstanding shares of the Company owned by Wellsford (the "Spin-
off"). The common shareholders of Wellsford received 0.25
common share of the Company for each common share of Wellsford
owned. Upon consummation of the Spin-off, the Company had issued
and outstanding approximately 4,572,043 shares of common stock
and 339,806 shares of Class A common stock.
On June 2, 1997, the Company sold 12,000,000 shares of common
stock in a private placement exempt from the registration
requirements of the Securities Act of 1933, as amended, under
Regulation D thereof, to 58 investors at $10.30 per share, the
Company's then book value per share. The shares were sold
primarily to institutional investors. The proceeds of the
private placement of approximately $123.6 million are intended to
be applied (a) approximately $53 million to repay the Company's
credit facility and other debt, (b) $5 million to purchase a debt
security, (c) approximately $19 million to renovations and tenant
fit-out for office properties and (d) approximately $46.6 million
for additional investments and working capital, including
offering expenses. The Company has agreed to file a shelf
registration statement with respect to the shares sold in the
private placement with the Securities and Exchange Commission
within 60 days after such sale and to use its reasonable best
efforts to cause such registration statement to be declared
effective within 120 days after such sale. The sale of
12,000,000 common shares in the private placement may be deemed
to have resulted in a change in control of the Company.
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 .
Wellsford Real Properties, Inc.
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(Registrant)
By:
Date: June 13, 1997 /s/ Gregory F. Hughes
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Gregory F. Hughes
Chief Financial Officer
