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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
August 26, 1998
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 (561) 640-3155
Former name or former address, if changed since last report)
Page 1 of 5 pages
Exhibit Index appears on page 5
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Item 5. Other Events.
Registrant hereby provides the following description of its
capital stock in connection with Registrant's registration
statement on Form S-8 with respect to Registrant's Non-Employee
Director 1998 Stock Option Plan. The authorized capital stock of
Registrant consists of shares of common stock, par value $.01 per
share ("Common Stock"). This description does not purport to be
complete and is subject in all respects to applicable Delaware
law and the provisions of Registrant's Amended and Restated
Certificate of Incorporation and Amended and Restated By-Laws,
which are included herein by reference as exhibits.
The interest of each holder of a share of Common Stock is to be
evidenced by a certificate or certificates in such form as
Registrant's board of directors may from time to time prescribe.
The holders of shares of Common Stock are entitled to one vote
for each share of such stock held of record by each such holder.
Each stockholder entitled to vote at a meeting of stockholders or
to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act
for him or her by proxy. Holders of record of a majority of
shares of Common Stock entitled to be voted present in person or
by proxy at a meeting of stockholders constitute a quorum for the
transaction of business at the meeting. Holders of record of 40%
of the Common Stock may request a special meeting of stockholders
to consider a matter or matters appropriate for action at such a
meeting provided that such holders would be entitled to vote on
such matter or matters if the meeting were held on the day such
request was received and the record date for such meeting was the
close of business on the preceding day.
The Common Stock has no preemptive, conversion or redemption
rights and is not subject to further calls or assessments by
Registrant. In the event of the liquidation, dissolution or
winding up of Registrant, the holders of Common Stock are
entitled to share ratably in all assets remaining after payment
of liabilities.
The holders of Common Stock are entitled to receive such
dividends as may be declared by Registrant's board of directors
out of funds legally available for such purpose. Through and
including December 31, 2002, the affirmative vote of 75% of
Registrant's entire board of directors present at a meeting is
required to reduce the rate of Registrant's quarterly dividend
below $0.29 per share of Common Stock, unless such reduction is a
direct result of a material default under certain debt
obligations owed to Registrant (listed on schedule A to
Registrant's amended and restated certificate of incorporation)
which default remains uncured for 30 days after Registrant gives
notice of such default to Hilcoast Development Corp. and which
default is determined in good faith by a majority vote of
Registrant's entire board to have substantially adversely
affected Registrant's ability to pay such quarterly dividend for
such period as the board determines the adverse condition shall
continue. Through and including December 31, 2002, Registrant
may not acquire any interest in real property unless Registrant's
board of directors shall have adopted a resolution by affirmative
vote of at least a majority of the entire board stating that the
board, after due investigation, does not believe that the
acquisition would adversely affect Registrant's regular quarterly
dividend or cause a decrease in the amount thereof below $0.29
per share of Common Stock in the five years immediately following
such acquisition.
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Holders of Common Stock do not have cumulative voting rights and
therefore the holders of record of a majority of the issued and
outstanding shares of Common Stock voting for the election of
directors may elect all of Registrant's directors. In such
event, the holders of the remaining shares will not be able to
elect any directors. Except as provided by law, any one or more
members of Registrant's board of directors may be removed, but
only for cause, by the vote of the holders of record of a
majority of the issued and outstanding shares of Common Stock
entitled to vote for the election of directors at a special
meeting of the stockholders called for such purpose. Holders of
record of a majority of the issued and outstanding shares of
Common Stock entitled to vote also have the power to adopt, amend
or repeal Registrant's by-laws at a meeting of stockholders duly
held.
If at any time Registrant's board of directors in good faith
concludes that direct or indirect ownership of shares of Common
Stock has or may become concentrated to an extent that would
cause Registrant to fail to qualify or be disqualified as a real
estate investment trust by virtue of applicable provisions of the
Internal Revenue Code, the board of directors has the power to
call for the purchase from any stockholder of such number of
shares of Common Stock sufficient in the opinion of the board to
maintain or bring the direct or indirect ownership of such shares
into conformity with the requirements of such provisions of the
Internal Revenue Code.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
(4) Registrant's Amended and Restated Certificate of
Incorporation (incorporated by reference to appendix C
to Registrant's proxy statement filed on November 11, 1997)
Registrant's Amended and Restated By-Laws (incorporated
by reference to appendix D to Registrant's proxy
statement filed on November 11, 1997)
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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.
CV REIT, INC.
Date: August 26, 1998 By: /s/ Elaine Hauff
Elaine Hauff, Vice
President and Treasurer
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EXHIBIT INDEX
Registrant's Amended and Restated Certificate of Incorporation
(incorporated by reference to appendix C to Registrant's
proxy statement filed on November 11, 1997)
Registrant's Amended and Restated By-Laws
(incorporated by reference to appendix D to Registrant's
proxy statement filed on November 11, 1997)
