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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): MARCH 28, 2000
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) 917-1500
(Former name or former address, if changed since last report)
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Item 5. OTHER EVENTS.
On March 28, 2000, Horizon Group Properties, Inc. (the "Company")
announced that it had executed a contract for the sale of seven of the
Company's shopping centers.
There can be no assurance that the contract will be consumated or
that any transaction will occur.
The press release with respect to the signing of the contract is
attached hereto as Exhibit 99.11.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Number Description
- ------ -----------
99.11 Press Release issued by the Company on March 28, 2000 regarding
execution of a contract for the sale of seven shopping centers.
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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: March 31, 2000
By: /s/ Gary J. Skoien
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Name: Gary J. Skoien
Title: President and Chief Executive Officer
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EXHIBIT INDEX
Number Description
- ------ -----------
99.11 Press Release issued by the Company on March 28, 2000 regarding
execution of a contract for the sale of seven shopping centers.
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Exhibit 99.11
FOR IMMEDIATE RELEASE CONTACT:
(INVESTORS) David Tinkham
Chief Financial Officer
(312) 917-4288
(MEDIA) Susan Crusoe
Sr. Vice President
Horizon Group Properties
(312) 917-8877
HORIZON GROUP PROPERTIES, INC. EXECUTES
CONTRACT FOR SALE OF SEVEN SHOPPING CENTERS
(CHICAGO, ILLINOIS - MARCH 29, 2000) -- Horizon Group Properties, Inc. (HGP),
(NASDAQ: HGPI), an owner, operator and developer of outlet and other retail
centers today announced that it had signed a contract with Triple Net LLC for
the sale of seven of the Company's shopping centers. The contract provides
for Triple Net to complete their due diligence on the properties on or about
April 24, 2000 and to close on the transaction on or about June 7, 2000. The
contract price for the seven centers is $93.5 million, payable in cash at
closing. The centers are subject to debt with a current principal balance of
approximately $57 million, which the Company will repay at closing.
During the due diligence period, Triple Net may terminate the contract
for any reason. After the due diligence period, a penalty of $1 million is
payable upon termination of the contract by Triple Net prior to May 24, 2000
(which penalty increases to $1.5 million for the period from May 24 to June
7, 2000), with the exception of the occurrence of limited events. There can
be no assurance at this time that the contract will be consummated on the
terms described above. If the sale is consummated, the Company would
recognize a substantial loss for income tax purposes.
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The centers subject to the contract are located in Dry Ridge, KY,
Holland, MI, Laughlin, NV, Medford, MN, Monroe, MI, Norton Shores, MI and
Warrenton, MO. They contain 1.6 million square feet of gross leasable area.
The Company's other centers not covered by the contract are located in
Daleville, IN, Gretna, NE, Sealy, TX, Somerset, PA, Traverse City, MI and
Tulare, CA containing a total of 1.1 million square feet of gross leasable
area.
Gary J. Skoien, chairman, president and chief executive officer of HGP
commented, "We believe the sale price for these properties reflects the
success of our efforts to increase their value through aggressive leasing,
marketing and capital expenditure programs. The sale proceeds will allow the
Company to consider the pursuit of business opportunities outside the
traditional retail outlet industry."
"We are considering strategies to maximize the value of our anticipated
tax situation," said Skoien. "The acquisition or commencement of a high cash
flow business will allow us to offset income with the losses which would be
generated by the sale of these properties.
Based in Chicago, Illinois, Horizon Group Properties, Inc. has 12
operating factory outlet centers and one power center in 11 states totaling
more than 2.7 million square feet.
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 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.
