WELLSFORD REAL PROPERTIES INC
8-K, 2000-06-16
REAL ESTATE INVESTMENT TRUSTS
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
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                                    FORM 8-K
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                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                       Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported)  June 16, 2000 (June 9, 2000)
                                                --------------------------------


Commission file number                        1-12917
                      ----------------------------------------------------------


                         WELLSFORD REAL PROPERTIES, INC.
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             (Exact name of registrant as specified in its charter)


           Maryland                                      13-3926898
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  (State or other jurisdiction               (IRS Employer Identification No.)
of incorporation or organization)


                     535 Madison Avenue, New York, NY 10022
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                    (Address of principal executive offices)
                                   (Zip Code)


                                 (212) 838-3400
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              (Registrant's telephone number, including area code)


                                       N/A
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          (Former Name or Former Address, if Changed Since Last Report)

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3

ITEMS 1. - 4.     NOT APPLICABLE.

ITEM 5.           OTHER EVENTS.

                  On  June  9,  2000,   the   shareholders   of  Wellsford  Real
                  Properties,  Inc. approved a reverse stock split whereby every
                  two  outstanding  shares of common  stock and class A-1 common
                  stock  were  converted  into one share of  outstanding  common
                  stock or class A-1 common stock. The par value of both classes
                  of stock  increased  from $.01 per share to $.02 per share and
                  the number of authorized shares was halved from 197,650,000 to
                  98,825,000  for common  shares and from 350,000 to 175,000 for
                  class A-1 common  shares.  The reverse split was effective for
                  trading beginning Monday, June 12, 2000.  Resulting fractional
                  shares will be redeemed for cash.

                  The   shareholders   also  approved   the  election  of  three
                  nominated  directors  for terms of  three  years:   Richard S.
                  Frary,  Martin  Bernstein,  and  Meyer "Sandy"  Frucher.   Mr.
                  Frary  has been a director of WRP since 1998.   Mr.  Bernstein
                  and Mr. Frucher are new members of the board.

                  In addition,  the Company  announced that Rodney F. Du Bois is
                  relinquishing his operating responsibilities,  including Chief
                  Financial   Officer.   He  will  continue  as   Vice-Chairman,
                  concentrating  primarily on strategic  issues and initiatives.
                  Jeffrey H.  Lynford,  the  Chairman  of WRP,  will  assume the
                  additional duties of Chief Financial Officer.

ITEM 6.           NOT APPLICABLE.

ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS.

                  (a)      Financial Statements.

                           None.

                  (b)      Pro forma Financial Information.

                           None.

                  (c)      Exhibits.

                           The following exhibits are filed with this Form 8-K:

                  EXHIBIT NO.     EXHIBIT
                  -----------     -------

                    99.1          Press release dated June 9, 2000, of Wellsford
                                   Real Properties, Inc.


ITEMS 8 - 9.      NOT APPLICABLE.

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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 thereunto duly authorized.

                            WELLSFORD REAL PROPERTIES, INC.

                            By:  /s/ James J. Burns
                                 ------------------------------------
                                 James J. Burns
                                 Senior Vice President, Chief Accounting Officer

Dated: June 16, 2000

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