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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): SEPTEMBER 1, 1999
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 4200
CHICAGO, ILLINOIS 60601
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (312) 917-8870
No Change
(Former name or former address, if changed since last report)
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Item 5. OTHER EVENTS.
On September 1, 1999, Horizon Group Properties, Inc. (the "Company")
completed the transfer of its interests in the Bellport Outlet Center, located
in Bellport, New York, to an affiliate of Prime Retail, Inc. HGP received $7.5
million in cash and approximately 95 acres of undeveloped land in Muskegon,
Michigan in the transaction. The Company and Prime Retail, Inc. also reached an
agreement on the settlement of other amounts due to the Company under the
Working Capital Agreement entered into in connection with the merger of Prime
Retail, Inc. and Horizon Group, Inc. The Company issued a press release on
September 3, 1999, a copy of which is attached hereto as Exhibit 99.9.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Number Description
------ -----------
99.9 Press Release issued by the Company on September 3, 1999
announcing the transfer of the Company's interests
in the Bellport Outlet Center to Prime Retail, Inc.
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: September 15, 1999
By: /s/ Gary J. Skoien
------------------------
Name: Gary J. Skoien
Title: President and Chief Executive Officer
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EXHIBIT INDEX
Number Description
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99.9 Press Release issued by the Company on September 3, 1999
announcing the transfer of the Company's interests
in the Bellport Outlet Center to Prime Retail, Inc.
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Exhibit 99.9
[Company Logo]
FOR IMMEDIATE RELEASE CONTACT:
(INVESTORS) David Tinkham
Chief Financial Officer
Horizon Group Properties
(312) 917-4288
(MEDIA) Susan Crusoe
Sr. Vice President
Horizon Group Properties
(312) 917-8877
HORIZON GROUP PROPERTIES COMPLETES TRANSFER
OF INTERESTS IN BELLPORT OUTLET CENTER
TO PRIME RETAIL, INC.
(CHICAGO, ILLINOIS - SEPTEMBER 3, 1999) -- Horizon Group Properties,
Inc. (HGP) (NASDAQ: HGPI), an owner, operator and developer of factory outlet
and power centers, today announced it had completed the transfer of its
interests in the Bellport Outlet Center, located in Bellport, New York, to an
affiliate of Prime Retail, Inc. HGP received $7.5 million in cash and
approximately 95 acres of undeveloped land in Muskegon, Michigan in the
transaction. The land is subject to approximately $800,000 in outstanding land
contract payments. The sale includes HGP's partnership interests and receivables
associated with the outlet center.
HGP and Prime Retail, Inc. also reached an agreement on the settlement
of other amounts due to HGP under the Working Capital Agreement entered
MORE -
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HGP COMPLETES TRANSFER OF INTERESTS
IN BELLPORT OUTLET CENTER
PAGE TWO
into in connection with the merger of Prime Retail, Inc. and Horizon Group,
Inc. The settlement and the proceeds from the sale of the Bellport interests
were used to satisfy the $9.3 million of current and future obligations owed by
HGP to Prime Retail. Additionally, HGP received $230,000 in cash.
Bellport Outlet Center was developed in three phases totaling 291,248
square feet. HGP transferred to Prime Retail its 50% partnership interests in
Phase I, which totals 94,940 square feet and its 45% partnership interests in
Phases II & III, which totals 196,308 square feet. Phase I is currently subject
to indebtedness of $10.6 million and Phases II & III are subject of indebtedness
of $11.8 million. HGP had transferred leasing and management of the center to
Prime Retail earlier this year.
"This transaction positively effects our balance sheet by reducing
outstanding obligations and eliminating most of our on-going liabilities to
Prime Retail," said Gary J. Skoien, Chairman, President and Chief Executive
Officer of HGP. "With the sale of Bellport, we have also resolved numerous
lender and partner consent issues."
Based in Chicago, Illinois, Horizon Group Properties, Inc. owns 13
operating factory outlet centers and one power center in 11 states totaling
more than 2.6
-- MORE --
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HGP COMPLETES TRANSFER OF INTERESTS
IN BELLPORT OUTLET CENTER
PAGE THREE
million square feet and manages two additional outlet centers totaling 281,649
square feet.
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SAFE HARBOR STATEMENT: THE STATEMENTS CONTAINED HEREIN, WHICH ARE NOT
HISTORICAL FACTS, ARE FORWARD-LOOKING STATEMENTS BASED UPON ECONOMIC FORECASTS,
BUDGETS, AND OTHER FACTORS WHICH, BY THEIR NATURE, INVOLVE KNOWN RISKS,
UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE
OR ACHIEVEMENTS OF HORIZON GROUP PROPERTIES, INC. TO BE MATERIALLY DIFFERENT
FROM ANY FUTURE RESULTS IMPLIED BY SUCH STATEMENTS. IN PARTICULAR, AMONG THE
FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY ARE THE FOLLOWING:
BUSINESS CONDITIONS AND THE GENERAL ECONOMY, COMPETITIVE FACTORS, INTEREST RATES
AND OTHER RISKS INHERENT IN THE REAL ESTATE BUSINESS. FOR FURTHER INFORMATION ON
FACTORS WHICH COULD IMPACT THE COMPANY AND THE STATEMENTS CONTAINED HEREIN,
REFERENCE IS MADE TO THE COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE
COMMISSION.
