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) March 3, 1998
(February 23, 1998)
Wellsford Real Properties, Inc.
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(Exact name of registrant as specified in its charter)
1-12917 13-3926898
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(Commission File Number) (IRS Employer Identification)
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)
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Item 2. Acquisition or Disposition of Assets
Wellsford Real Properties, Inc. ("WRP") and Value Property Trust
("VLP") completed their previously announced transaction pursuant to which
WRP acquired VLP in a merger for cash and stock. The merger was approved by
the shareholders of VLP at a Special Meeting of Shareholders held on February
20, 1998.
Pursuant to the terms of the merger agreement, WRP paid VLP
shareholders approximately $130 million in cash and issued an aggregate of
3.35 million shares of its common stock, par value $.01 per share. Of the
cash consideration paid to VLP shareholders in the merger (i) approximately
$60 million was funded with the aggregate proceeds from WRP's simultaneous
sale (the "Whitehall VII Sale") of 12 of the VLP properties to Whitehall
Street Real Estate Limited Partnership VII, a discretionary real estate fund
affiliated with Goldman, Sachs & Co, (ii) $48 million was funded from WRP's
revolving line of credit with BankBoston, which line of credit has a two year
term with a possible one year extension and provides for advances bearing
interest at either LIBOR plus 175 basis points or, at WRP's option, the
higher of (a) the base rate of BankBoston or (b) 50 basis points above the
federal funds effective rate, and (iii) approximately $22.3 million was
funded with cash on hand.
Trading of VLP common shares of beneficial interest, par value
$1.00 per share, terminated at the close of business on February 23, 1998.
VLP was a self-administered real estate investment trust which owned 20
properties (with approximately 2.1 million sq. ft.) and had approximately $60
million in net cash and a $6 million mortgage on the closing date. The
portfolio was diversified both by property type and geographic location and
included seven office/industrial properties with approximately 600,000 sq.
ft. located in Southern California, and 14 office/industrial and retail
properties with approximately 1.5 million sq. ft. located primarily
throughout the mid-Atlantic region. After the Whitehall VII Sale, WRP
retained eight of the VLP properties with approximately 850,687 sq. ft.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements
The financial statements required by this report were previously
reported in the Company's Registration Statement on Form S-4 (No. 333-42277),
declared effective by the Commission on January 15, 1998.
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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: /s/ Gregory F. Hughes
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Date March 3, 1998 Name: Gregory F. Hughes
Title: Chief Financial Officer
