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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
F O R M 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 24, 1996
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CleveTrust Realty Investors,
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(Exact name of registrant as specified in its charter)
Massachusetts
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(State or other jurisdiction of incorporation)
34-1085584
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(Commission File Number) (IRS Employer Identification No.)
2001 Crocker Road, Suite 400, Westlake, OH 44145
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(Address of principal executive offices)
Registrant's telephone number, including area code: 216/899-0909
Not Applicable
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(Former name or former address, if changed since last report)
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5. OTHER EVENTS
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On September 24, 1996 the Board of Trustees of CleveTrust Realty
Investors (the "Trust") determined that it would submit to the shareholders of
the Trust a plan for the orderly liquidation of the Trust pursuant to Article
XIII of the Trust's Declaration. A copy of a News Release dated September 24,
1996 is filed herewith as Exhibit 99.1.
7. FINANCIAL STATEMENTS AND EXHIBITS
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(c) Exhibits
99.1 Press Release dated September 24, 1996
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be filed on its behalf by the
undersigned hereunto duly authorized.
CLEVETRUST REALTY INVESTORS
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(Registrant)
Date: September 25, 1996 By: /s/ Raymond C. Novinc
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Raymond C. Novinc
Vice President, Secretary & Counsel
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EXHIBIT INDEX
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Exhibit
Number Description
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99.1 Press release dated September 24, 1996
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EXHIBIT 99.1
NEWS RELEASE
FOR IMMEDIATE RELEASE
CLEVETRUST REALTY INVESTORS
BOARD OF TRUSTEES VOTE TO RECOMMEND
PLAN OF ORDERLY LIQUIDATION
WESTLAKE, OHIO, SEPTEMBER 24, 1996 -- John C. Kikol, Chairman and President of
CleveTrust Realty Investors (CTRIS-NASDAQ), announced that the Board of
Trustees, at a Special Meeting of the Board held today, has unanimously voted to
recommend a Plan for the Orderly Liquidation (the "Plan") of CleveTrust Realty
Investors (the "Trust").
The Boards' recommendation was based on many factors, including the
Trust's asset size, existing investment strategy and its prospects for
maximizing shareholder value. Two years ago, the Trust announced plans to change
its investment strategy from the ownership of older office buildings, shopping
centers, a hotel, and an apartment complex, to the ownership of newer suburban
office buildings. Although the Trust did sell its hotel and apartment complex
and purchased two suburban office buildings in Dallas during the past two years;
the business plan has not developed as the Board anticipated. The opportunistic
purchase of suburban office buildings has become more competitive; and as a
result, the Board decided to re-evaluate its business plan. The Board and
Management believe that the ability of the Trust to attract new capital is
limited due to the Trusts' asset size, the geographical spread of its
investments and the different types of properties owned. Furthermore the Board
and Management believe that for various reasons, the current market price per
share of the Trust does not reflect the true value of its assets. Therefore, the
Board has decided
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that it would be in the best interest of the Shareholders to pursue a Plan
of Orderly Liquidation.
The Plan, as proposed, would involve the sale of the Trust's properties
during a period of approximately three years. The Board will also consider
proposals for a merger, combination or sale of all or a portion of its
properties in a single transaction. The Board and Management currently
anticipate that the sales of the properties, less all expenses, should result in
distributions to the Shareholders in the range of approximately $5.00 to $6.50
per share. This is a forward looking statement, and the actual results could be
affected by many factors, including demand and availability in the market for
the type and location of properties owned by the Trust and the availability and
terms of financing for commercial real estate.
The Plan will be submitted for approval by the Shareholders of the
Trust at the Annual Meeting to be held in February, 1997. The Trustees, who in
the aggregate own more than 70 percent of the outstanding shares of the Trust,
have agreed to vote their shares in favor of the Plan.
For the nine months ended June 30, 1996, the Trust reported Funds From
Operations of $2,240,000 compared to $1,805,000 for the same period last year.
The $435,000 increase represents a 24% improvement when compared to last year's
nine months operating results. Funds From Operations are calculated by adding
Depreciation Expense to the Trust's Net Income Before Gains (Losses) on the
Sales of Real Estate and Extraordinary Items. The Trust's operating income for
the nine month period ended June 30 1996, was $904,000 compared to $416,000 for
the comparable period of Fiscal 1995, an improvement of $488,000 before gains
(losses) on sales of real estate and extraordinary items.
