<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 (Date of earliest event reported): OCTOBER 8, 1998
HORIZON GROUP PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 0-24123 38-3407933
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
77 WEST WACKER DRIVE, SUITE 3900
CHICAGO, ILLINOIS 60601
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (312) 917-1500
(Former name or former address, if changed since last report)
<PAGE>
Item 5. OTHER EVENTS.
On October 8, 1998, Horizon Group Properties, Inc. (the "Company")
announced that it intends to seek shareholder approval to not elect to be
treated as a real estate investment trust ("REIT") for its initial taxable year.
The press release announcing the Company's intention to seek to not
elect REIT status for its initial taxable year is attached hereto as Exhibit
99.2.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
<TABLE>
<CAPTION>
Number Description
- ------ -----------
<S> <C>
99.2 Press Release issued by Horizon Group Properties, Inc. on October 8,
1998 announcing the Company's intention to seek shareholder approval
to not elect REIT status for its initial taxable year
</TABLE>
2
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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.
HORIZON GROUP PROPERTIES, INC.
(Registrant)
Date: October 13, 1998
By: /s/ Gary J. Skoien
------------------------------
Name: Gary J. Skoien
Title: President and Chief Executive Officer
3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Number Description
- ------ -----------
<S> <C>
99.2 Press Release issued by Horizon Group Properties, Inc. on October 8,
1998 announcing the Company's intention to seek shareholder approval
to not elect REIT status for its initial taxable year
</TABLE>
<PAGE>
EXHIBIT 99.2
FOR IMMEDIATE RELEASE FOR MORE INFORMATION CALL
OCTOBER 8, 1998 INVESTORS: David Tinkham
Chief Financial Officer
(312) 917-4288
MEDIA: Susan Crusoe
Sr. Vice President, Marketing
(312) 917-8877
HORIZON GROUP PROPERTIES, INC. SEEKS TO NOT ELECT STATUS AS A
REAL ESTATE INVESTMENT TRUST
CHICAGO, Oct. 8 /PRNewswire/ -- The Board of Directors of Horizon Group
Properties, Inc. (Nasdaq: HGPI) announced that it intends to seek shareholder
approval at either a special meeting or the 1999 annual shareholders' meeting to
not elect status as a real estate investment trust (REIT) for its initial
taxable year.
Horizon Group Properties (HGP) was formed on June 15, 1998, as a spin-off
resulting from the merger of Prime Retail, Inc. and Horizon Group, Inc. Its
articles of incorporation contemplated that HGP would elect REIT status under
the Internal Revenue Code and shareholder approval is required for the Company
to not elect REIT status.
The primary benefit of the election of REIT status is the elimination of
taxation of income at the corporate level on amounts distributed to
shareholders. In order to qualify as a REIT, there are restrictions on the types
of income that may be earned and on the types of assets which may be owned.
HGP estimates that its current operations will not result in taxable income and
therefore federal income tax savings to HGP would not result from electing to
become a REIT.
"By not electing REIT status, we will have greater flexibility in re-investing
corporate earnings and maximizing the value of our current portfolio and in
pursuing new investment opportunities," said Gary J. Skoien, chairman, president
and chief executive officer of HGP. "We will continue to evaluate the benefits
of making such an election in the future, but currently, this will allow us to
do things which we could not do as a REIT."
Based in Chicago, Illinois, Horizon Group Properties, Inc. has 13 operating
factory outlet centers and one power center in 11 states totaling more than 2.9
million square feet.
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