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
December 31, 1997
Date of report Date of earliest event reported)
CV Reit, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-8073 59-0950354
(State or other Commission File Number (I.R.S. Employer
jurisdiction of Identification
incorporation) Number)
100 Century Boulevard, West Palm Beach, Florida 33417
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (407) 640-3155
(Former name or former address, if changed since last report)
Exhibit Index appears on page 5
Item 2. Acquisition or Disposition of Assets.
On December 31, 1997, Registrant consummated the related
transactions and transfers of property contemplated in that
certain Definitive Master Agreement, dated as of September 19,
1997, among Registrant, Montgomery CV Trust, and Drexel Realty,
Inc., Royce Realty, Inc., Louis P. Meshon, Sr. and certain of the
Meshon Parties named therein and the Levy Parties named therein
(the "Master Agreement"). These transactions were approved by
the vote of Registrant's stockholders at a special meeting
thereof held on December 17, 1997.
As a result, Registrant indirectly obtained interests in 9
neighborhood and community shopping centers and an office
building located in Pennsylvania and New Jersey, as well as a
property management company. Registrant's ownership interests in
these properties are held through Montgomery CV Realty Trust, a
Delaware business trust (formerly known as Montgomery CV Trust)
of which Registrant is the one hundred percent beneficial owner
(the "Trust"). The Trust holds the general partner interest and
approximately 82 percent of the limited partner interests in
Montgomery CV Realty L.P., a Delaware limited partnership (the
"Operating Partnership"). (Limited partner interests in the
Operating Partnership are hereafter referred to as "Partnership
Units.") Through the effectuation of the transactions
contemplated in the Master Agreement, the Operating Partnership
became the owner of the shopping centers and office building
referred to above through a series of Delaware limited liability
companies (of which the Operating Partnership is the sole member)
and Delaware limited partnerships (in which the Operating
Partnership holds all of the limited partner interests and,
through such Delaware limited liability companies, also holds all
of the general partner interests). The Operating Partnership
also became the owner of one hundred percent of the non-voting
stock and one percent of the voting stock (together comprising
ninety-five percent of the equity) in the property management
company referred to above.
Additionally, as a result of the consummation of the
transactions contemplated in the Master Agreement, Registrant
conveyed substantially all of its existing properties and assets
(or the economic benefit of certain of its assets), subject to
certain liabilities, to the Operating Partnership.
The properties involved in these transactions were acquired
from Louis P. Meshon, Sr. and certain other persons and entities
which in different combinations, directly or indirectly, with Mr.
Meshon owned such properties and the property management company
(collectively, the "Montgomery Parties"). The properties
acquired also included two properties owned by H. Irwin Levy and
certain of his siblings or their estates, spouses or trusts
established for the benefit thereof (collectively, the "Levy
Parties"). In addition to the 82 percent of the Partnership
Units issued to the Trust at closing, the Montgomery Parties
received approximately 14 percent of the Partnership Units and
the Levy Parties received approximately 4 percent of the
Partnership Units. The allocation of such Partnership Units was
determined based on an assessment of the cashflow generated by
each of the properties. The number of Partnership Units received
by all parties is subject to certain post-closing adjustments.
For purposes of computing any such adjustments, the Partnership
Units are deemed to have a value of $11 each.
Mr. Meshon has been designated as the President and Chief
Executive Officer of Registrant and was elected to Registrant's
Board of Directors by Registrant's stockholders. Additionally,
Mr. Meshon has been designated as the President and Chief
Operating Officer of the Trust. Mr. Levy owned approximately
10.3 percent of Registrant's issued and outstanding common stock
prior to the consummation of these transactions and has been
elected by Registrant's stockholders to Registrant's Board of
Directors, on which he will serve as Chairman.
Also elected to Registrant's Board of Directors were Milton
S. Schneider (one of the Montgomery Parties) and Stanley S. Cohen
(counsel to Mr. Meshon, among other things, for purposes of
effecting the transactions under the Master Agreement).
Additionally, Stanley Brenner, Allyn L. Levy (not a relative of
H. Irwin Levy) and Alan L. Shulman were re-elected to
Registrant's Board of Directors.
Item 7. Financial Statements and Exhibits.
(a) The financial statements required to be filed with this
report have been previously reported in Registrant's proxy
statement filed on November 11, 1997.
(c) Exhibits.
(2) Definitive Master Agreement, dated as of September 19,
1997, among Registrant, Montgomery CV Trust, and Drexel
Realty, Inc., Royce Realty, Inc., Louis P. Meshon, Sr.
and certain of the Meshon Parties named therein and the
Levy Parties named therein (incorporated by reference
to appendix A to the Registrant's proxy statement filed
on November 11, 1997)
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.
CV REIT, INC.
Date: January 15, 1998 By: /s/ Elaine Hauff
Elaine Hauff, Vice President
and Treasurer
EXHIBIT INDEX
Definitive Master Agreement,
dated as of September 19,
1997, among Registrant,
Montgomery CV Trust, and
Drexel Realty, Inc., Royce
Realty, Inc., Louis P.
Meshon, Sr. and certain of
the Meshon Parties named
therein and the Levy Parties
named therein . . . . . . . . . . . . . . . . . . Incorporated By
Reference
