<PAGE>
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: July 14, 2000
(Date of earliest event reported)
PHILIPS INTERNATIONAL REALTY CORP.
(Exact name of Registrant as specified in its charter)
Maryland
(State or other jurisdiction of incorporation)
000-23463 13-3963667
(Commission File No.) (I.R.S. Employer
Identification No.)
417 Fifth Avenue
New York, New York 10016
(Address of principal executive offices; zip code)
(212) 545-1100
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, if changed Since Last Report)
<PAGE>
Item 2. Acquisition or Disposition of Assets
On July 14, 2000, certain subsidiaries of Philips International Realty
Corp., a Maryland corporation (the "Company"), sold seven (7) properties located
in New York and Florida (the "Properties"), aggregating approximately 600,000
square feet, to Kimco Income Operating Partnership. L.P., a Delaware limited
partnership ("Kimco"), for a total consideration of $67,325,000 (the "Purchase
Price"), pursuant to a Purchase and Sale Agreement dated as of April 28, 2000,
by and among Munsey Park Associates, LLC, a New York limited liability company,
North Shore Triangle, LLC, a New York limited liability company, Philips
Yonkers, LLC, a New York limited liability company, Philips Henry, LLC, a New
York limited liability company, Philips Shopping Center Fund, L.P., a Delaware
limited partnership, and Philips Lake Mary Associates, L.P., a Delaware limited
partnership, and Kimco (the "Purchase and Sale Agreement"). The Purchase Price
was comprised of $51,027,000 in cash and mortgage debt assumption of
$16,298,000. The Properties included four (4) New York shopping centers
(Walgreens at Freeport, Munsey Park, Yonkers and Glen Cove) and three (3) in
Florida (Key Largo, Orlando and Lake Mary).
The purchase price for the sale of the Properties was determined as a
result of arm's-length negotiations between unrelated parties. The factors
considered by the Company in determining the price to be paid for the Properties
include their historical and expected cash flow, nature of the tenants and terms
of leases in place, occupancy rates, opportunities for alternative and new
tenancies, current operating costs and real estate taxes on the properties and
anticipated changes therein under Company ownership, the physical condition and
locations of the properties, the anticipated effect on the Company's financial
results (including particularly funds from operations) and other factors. The
Company took into consideration prices at which it believes other comparable
properties had been recently sold. The Company had retained Prudential
Securities Incorporated to provide certain financial advisory services in
connection with the transactions contemplated by the Purchase and Sale
Agreement.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(b) Pro forma financial information relative to the sales reported herein
and required pursuant to Article 11 of Regulation S-X is not included
herein, but will be filed by an amendment to this Form 8-K within (60)
days from the date hereof.
(c) The Company hereby furnishes the following exhibits:
10.1 Purchase and Sale Agreement dated as of April 28, 2000, by and
among Munsey Park Associates, LLC, a New York limited
liability company, North Shore Triangle, LLC, a New York
limited liability company, Philips Yonkers, LLC, a New York
limited liability company, Philips Henry, LLC, a New York
limited liability company, Philips Shopping Center Fund, L.P.,
a Delaware limited partnership, and Philips Lake Mary
Associates, L.P., a Delaware limited partnership, and Kimco
Income Operating Partnership. L.P., a Delaware limited
partnership (filed as Exhibit 10.1 to the Company's Form 8-K
dated April 28, 2000 and incorporated herein by reference).
<PAGE>
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.
Dated: July 31, 2000
PHILIPS INTERNATIONAL REALTY CORP.
(Registrant)
By: /s/ Louis J. Petra
----------------------------------------
Louis J. Petra
President
