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) APRIL 1, 1996
WISCONSIN REAL ESTATE INVESTMENT TRUST
(Exact name of registrant as specified in its charter)
WISCONSIN 0-2568 39-0993859
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
55 E. MONROE STREET, SUITE 1600, CHICAGO, ILLINOIS 60603
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 312-849-2990
(Former name or former address, if changed since last report.)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not Applicable
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not Applicable. See Item 5.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not Applicable
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not Applicable
ITEM 5. OTHER EVENTS
On April 1, 1996 all of Wisconsin Real Estate Investment Trust's assets,
consisting of approximately 63,666 shares of Class B Accumulating Convertible
Stock of Sunstates Corporation (formerly known as Acton Corporation), were
applied by its secured creditor, Hickory Furniture Company, to satisfy the
Trust's obligation to Hickory of approximately $20,625,000. As a result, the
Trust's existence was automatically terminated by operation of law on April
1, 1996.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not Applicable
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Not Applicable
ITEM 8. CHANGE IN FISCAL YEAR
Not Applicable
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 hereunto duly authorized.
WISCONSIN REAL ESTATE INVESTMENT TRUST
/S/CLYDE WM. ENGLE
Date: June 24, 1996 Former Chairman of the Board
of Trustees
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
EXHIBITS
FORM 8-K
CURRENT REPORT
Date of Report Commission File Number
April 1, 1996 0-2568
Wisconsin Real Estate Investment Trust
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION
5.1 Stock Pledge and Security Agreement between Wisconsin Real
Estate Investment Trust and Hickory Furniture Company
dated as of January l, 1989.
5.2 Acknowledgement of Default and Surrender of Collateral
between Wisconsin Real Estate Investment Trust and Hickory
Furniture Company dated April 1, 1996.
5.3 Letter to former certificate holders of Wisconsin Real
Estate Investment Trust dated April 30, 1996.
Exhibit 5.1 STOCK PLEDGE AND SECURITY AGREEMENT
This Stock Pledge Agreement and Security Agreement is made as of the
first day of January, 1989, by and between WISCONSIN REAL ESTATE INVESTMENT
TRUST, a Wisconsin common law business trust ("WREIT") and HICKORY FURNITURE
COMPANY, a Delaware corporation ("Hickory").
RECITALS
A. WREIT has executed a Promissory Note dated as of January 1, 1989 in
favor of Hickory (the "Note") in respect of certain demand obligations owed
by WREIT to Hickory.
B. Hickory has agreed to secure the Note with a pledge of certain of its
legally and beneficially owned shares of Acton Corporation, a Delaware
corporation ("Acton") and by granting Hickory a security interest in a
certain receivable owed to WREIT by Telco Capital Corporation, a Delaware
corporation ("Telco").
AGREEMENT
Now, therefore, in consideration of the mutual promises contained herein
and other good and valuable consideration, the parties agree as follows:
1. PLEDGE. WREIT hereby pledges, assigns and transfers to and grants
to Hickory a security interest in shares of Acton, as represented by the
certificates described on EXHIBIT A attached hereto and made a part hereof.
Hickory shall hold the pledged shares as security for the prompt and complete
payment of the Note when due and shall not encumber or dispose of such shares
except in accordance with the provisions of Section 8 or 9 of this Agreement.
2. DIVIDENDS. During the term of this Agreement and so long as WREIT is
not in default under the Note, all dividends and other amounts paid upon the
pledged shares shall be the property of WREIT and if received by Hickory
shall be promptly remitted to WREIT.
3. VOTING RIGHTS. During the term of this Agreement and so long as
WREIT is not in default under the Note, WREIT shall have the right to vote
the pledged shares and to give consents, waivers and ratifications in respect
of the pledged shares, and if necessary, Hickory shall execute due and timely
proxies in favor of WREIT to this end; PROVIDED, HOWEVER, that no vote shall
be cast or consent, waiver or ratification given, or action taken, which
would impair the pledged shares or be inconsistent with or violate any
provision in this Agreement or the Note.
4. REPRESENTATIONS. WREIT warrants and represents that: it is the legal
and beneficial owner of and has good and marketable title to the pledged
shares, all of which have been duly and validly issued, are fully paid and
non-assessable; that there are no restrictions upon the transfer of any of
the pledged shares (except for restrictions imposed by federal and state
securities laws); that it has the right to transfer such shares free of any
encumbrances without the consent or authorization of any other party; and,
that such transfer shall not violate or conflict with any applicable rule,
law or regulation.
5. ADJUSTMENTS. In the event that, during the term of this Agreement,
any share dividend, reclassification, readjustment, Acton, all new,
substituted and additional shares, or other securities, issued by reason of
any such change shall be held by Hickory under the terms of this Agreement in
the same manner as the shares originally pledged hereunder.
6. WARRANTS AND RIGHTS. In the event that during the term of this
Agreement, subscription warrants or any other rights or options shall be
issued in connection with the pledged shares, such warrants, rights and
options shall be immediately pledged by WREIT to Hickory and if exercised by
WREIT all new shares or other securities so acquired by WREIT shall be
immediately pledged to Hickory to be held under the terms of this Agreement
in the same manner as the shares originally pledged hereunder.
7. COVENANTS. WREIT covenants and agrees that, without Hickory's
consent, during the term of this Agreement it will not dispose of, grant any
option or create any encumbrance with respect to the pledged shares except
for the security interest created herein.
8. PAYMENT OF NOTES. Upon payment of the Note in full, Hickory shall
transfer to WREIT all the pledged shares and rights received by Hickory.
9. DEFAULT. In the event that WREIT defaults in the performance of any
of the terms of this Agreement, or in the event of default under the Note,
Hickory may apply any payments it receives in connection with the pledged
shares against all or any part of the payments due under the Note. Any
balance of such payments remaining after payment in full shall be paid over
to WREIT. In addition, Hickory shall have the rights and remedies of a
secured party provided in the Uniform Commercial Code in force in the State
of North Carolina at the date of this Agreement. In this connection, Hickory
may, upon ten days' notice to WREIT of the time and place of a public sale or
of the time after which a private sale may take place,sent by registered
mail, and without liability for any diminution in price which may have
occurred,sell or dispose of all the pledged shares in such manner and for
such price as Hickory may determine. If Hickory is compelled to resort to one
or more private sales of the pledged shares to a restricted group of
purchasers who are obliged to agree, among other things to acquire such
securities for their own account for investment and not with a view to the
distribution of resale thereof, WREIT agrees that any such private sale may
result in prices and terms less favorable than those resulting from a public
sale and WREIT agrees any such private sale shall be deemed to have been made
in a commercially reasonable manner. WREIT agrees to do or cause to be done
all such other acts and things as may be necessary to make such sales valid
and binding and in compliance with all applicable law, regulations or orders.
At any bona fide public sale Hickory shall be free to purchase all or any
part of the pledged shares. Out of the proceeds of any sale, Hickory may
retain an amount equal to the principal and interest then due on the Note,
plus the cost of collection, including attorneys' fees, and the expenses of
the sale, and shall pay any balance of such proceeds to WREIT. In the event
that the proceeds of any sale are insufficient to cover the principal and
interest of the Note plus expenses of the sale, WREIT shall remain liable to
Hickory for any deficiency.
10. ASSIGNMENT OF ACCOUNT RECEIVABLE. WREIT hereby assigns,
hypothecates, sets over, confirms into and grants a security interest to
Hickory in that certain account receivable owing to WREIT from Telco Capital
Corporation, in the present principal amount of $5,525,379 with interest
accrued thereon in present amount of $1,181,372,73, (such account, as
outstanding from time to time, the ("Telco Account Receivable") as further
security for the faithful performance by WREIT of its obligations under this
Agreement and the Note.
11. WAIVERS, AMENDMENTS. None of the terms or provisions of this
Agreement may be waived, modified or amended except by written agreement to
the parties.
12. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the successors and assigns of the parties hereto.
13. GOVERNING LAW. This Agreement shall be governed by, and construed
in accordance with the laws of the State of Illinois.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
WISCONSIN REAL ESTATE INVESTMENT TRUST
By:
Printed:
Title:
HICKORY FURNITURE COMPANY
By:
Receipt of notice of the foregoing assignment of the Telco Account Receivable
is hereby acknowledged.
TELCO CAPITAL CORPORATION
By:
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Exhibit 5.2
ACKNOWLEDGEMENT OF DEFAULT AND SURRENDER OF COLLATERAL
WHEREAS
A. The undersigned, Wisconsin Real Estate Investment Trust, a
Wisconsin business trust ("WREIT"), is indebted to Hickory Furniture
Company ("HFC"), a Delaware corporation, in the approximate amount of
$20,624,627, comprised of a principal amount of $13,440,989 and interest
on such principal amount of $7,183,638 ("the WREIT Indebtedness"), as
evidenced by a Promissory Note dated as of January 1, 1989 (hereinafter
referred to as the "Note").
B. All of the WREIT Indebtedness is now past due and delinquent,
with accrued and accruing interest thereon, and WREIT is in default under
the Note.
C. The WREIT Indebtedness is secured by a Stock Pledge and
Security Agreement dated as of January 1, 1989 granting security
interests in favor of HFC covering certain of WREIT's personal property,
including INTER ALIA 63,666 shares of the Class B Accumulating
Convertible Stock, par value $.10 per share of Sunstates Corporation
(formerly known as "Acton Corporation"), as more particularly described
in such Security Agreement ("Collateral").
D. WREIT is in default under the Note and HFC, as Secured Party
under the Note, is entitled to immediate possession of all of the
collateral pursuant to the terms of the Note and the applicable
provisions of the Uniform Commercial Code of Illinois ("UCC").
E. The present market value of the Collateral is substantially
below the amount of the WREIT Indebtedness.
F. In order to avoid further delay, expense and depreciation of
the Collateral, and to eliminate the possibility of a significant
deficiency judgment against WREIT, WREIT desires to voluntarily surrender
all of the Collateral to HFC in satisfaction of the WREIT Indebtedness.
NOW THEREFORE, in consideration of the foregoing and other good
and valuable consideration, the receipt and sufficiency of all of which
is hereby acknowledged by the undersigned,the undersigned hereby agree as
follow:
1. WREIT hereby acknowledges and agrees that the WREIT
Indebtedness is past due, that WREIT is in default under the note, and
that HFC is entitled immediately to exercise its remedies under the Stock
Pledge and Security Agreement against all of the Collateral.
2. WREIT does hereby voluntarily surrender all of the Collateral
to HFC and renounces all of its right to the Collateral, pursuant to
Section 9-505 of the Uniform Commercial Code, and hereby agrees to permit
HFC to accept the Collateral as a discharge of the obligation of WREIT
pursuant to the Note.
3. WREIT does hereby release, relieve and discharge HFC, its
officers, agents,employees and contractors from any and all liability for
the Collateral.
4. HFC hereby expressly acknowledges and agrees that it accepts
the Collateral in full satisfaction of WREIT's obligations under the Note
and that WREIT shall not be liable for any deficiency remaining after
application of the Collateral to such obligation.
Executed this lst day of April, 1996 at Chicago, Illinois.
DEBTOR:
WISCONSIN REAL ESTATE INVESTMENT TRUST
By: Clyde Wm. Engle
Its: Chairman
HICKORY FURNITURE COMPANY
By: Phillip J. Robinson
Its: Vice President
<PAGE>
EXHIBIT 5.3
WISCONSIN REAL ESTATE INVESTMENT TRUST
55 EAST MONROE STREET
SUITE 1600
CHICAGO, ILLINOIS 60603
April 30, 1996
To: Former Holders of Certificates of Beneficial Interest in
Wisconsin Real Estate Investment Trust (WREIT)
As previously disclosed in WREIT's annual report on Form l0K/A for the
year ended December 31, 1994 as filed with the Securities and Exchange
Commission, substantially all of WREIT's assets had been pledged to secure
approximately $20,000,000 indebtedness to WREIT's secured creditor, Hickory
Furniture Company. On April 1, 1996, Hickory applied the collateral, valued
at less than $7,000,000, to eliminate WREIT's secured indebtedness to
Hickory. As a result of action taken by Hickory, WREIT was left with no
assets and was terminated by operation of law on April 1, 1996.
Since all the assets have been transferred to WREIT's creditors, there
will be no distribution of any kind to WREIT's investors in connection with
this termination, and your investment no longer has any value. All trading
in WREIT's certificates of beneficial interest has ceased. There will be no
further transfers of WREIT's certificates of beneficial interest; any
certificates sent in for transfer will be returned promptly to the registered
owners.
You should consult with your individual tax advisors to determine whether
you can treat the loss of your investment as a capital loss for federal
income tax purposes.
Clyde Wm. Engle
Former Chairman
