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
Date of Report (Date of Earliest Event Reported): December 20, 2000
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Aegis Realty, Inc.
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(Exact Name of Registrant as Specified in Charter)
Maryland
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(State or other Jurisdiction of Incorporation)
1-13239 13-3967879
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(Commission File Number) (IRS Employer Identification Number)
625 Madison Avenue, New York, NY 10022
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (212) 421-5333
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report
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Item 5. Other Events
On December 20, 2000, Aegis Realty, Inc. ("Aegis") entered into a definitive
agreement to acquire a portfolio of 19 shopping centers and several retail
development opportunities from P.O'B. Montgomery & Co. and its investment
partners ("POB"), together with POB's on-going development business. The
transaction, which is comprised of cash, operating partnership interests and
debt is currently valued at approximately $203 million.
As a condition of the transaction, Aegis will terminate its advisory agreement
with its Advisor, Related Aegis, LP and will acquire the assets of its property
manager, RCC Property Advisors, L.P. and terminate the property management
agreement. As a result, Aegis will become self-administered and self-managed.
The POB transaction is subject to the approval of Aegis' stockholders and
customary conditions and is expected to close in the late Spring of 2001,
although no assurances can be given that the transaction will close.
On December 21, 2000, Aegis issued a press release announcing the acquisition of
the 19 shopping centers and POB. A copy of such press release is filed as
Exhibit 99.1 hereto and is incorporated herein by reference.
This Current Report on Form 8-K and the Press Release contain forward looking
statements within the meaning of the Private Litigation Reform Act of 1995 and
as such may involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of Aegis to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such forward looking
statements speak only as of the date of this Current Report on Form 8-K or the
Press Release, as the case may be. Aegis expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any forward-looking
statements contained herein or in the Press Release to reflect any change in
Aegis expectations with regard thereto or change in events, conditions or
circumstances on which any such statement is based.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a). Financial Statements
Not Applicable
(b). Pro Forma Financial Information
Not Applicable
(c). Exhibits
2.1 Contribution Agreement dated December 20, 2000.
2.2 Management Internationalization Agreement dated December 20, 2000.
99.1 Press Release dated December 20, 2000 "Aegis Realty to Acquire 19
Community Shopping Centers & P.O'B. Montgomery & Co.
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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 thereunto duly authorized.
Aegis Realty, Inc.
(Registrant)
BY: /s/ Stuart J. Boesky
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Stuart J. Boesky
President
December 21, 2000
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