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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 reported) April 1, 1997
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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)
0-5641 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 April 4, 1997 CleveTrust Realty Investors (the "Trust") announced that
the Trust and RM Crowe Company, a Texas Corporation ("RMC") terminated
negotiations under a Letter of Intent with respect to a proposal by RMC to
acquire all of the outstanding shares of beneficial interest of the Trust at a
price of $6.42 per Share. The period stated in the Letter of Intent for the
negotiation of a definitive agreement was previously extended from March 31,
1997 to April 4, 1997 pursuant to an extension letter between the parties.
7. FINANCIAL STATEMENTS AND EXHIBITS
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(C) Exhibits
99.1 Press Release dated April 1, 1997.
99.2 Press Release dated April 4, 1997.
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.
CLEVELAND REALTY INVESTORS
(Registrant)
Date: April 8, 1997 By: /s/ Raymond C. Novinc
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Raymond C. Novinc
Vice President, Secretary & Counsel
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press release dated April 1, 1997
99.2 Press release dated April 4, 1997
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CleveTrust
Realty Investors
A Real Estate Trust
2001 Crocker Road Telephone 216/899-0909
Suite 400 Fax 216/899-1507
Westlake, Ohio 44145 [email protected]
NEWS RELEASE CONTACT: John C. Kikol, President
CleveTrust Realty Investors
FOR IMMEDIATE RELEASE (216) 899-0909
CLEVELAND REALTY INVESTORS EXTENDS LETTER
OF INTENT FROM RM CROWE CONCERNING
PROPOSED ACQUISITION OF TRUST
Westlake, Ohio, April 1, 1997-John C. Kikol, Chairman and President of
CleveTrust Realty Investors (CTRIS-NASDAQ), announced today that the Trust has
agreed to extend the due diligence period and the negotiation of a definitive
agreement with RM Crowe Company, a Texas Corporation ("RMC"), from March 31,
1997 to April 4, 1997. The Trust previously announced that it had entered into a
letter of intent (the "Letter") for RMC to acquire all the Shares of the Trust
at a price of $6.42 per Share, in cash. The proposed transaction is subject to
completion of due diligence and the final negotiation of a definitive agreement
between the Trust, RMC and certain major shareholders of the Trust. RMC has the
right to terminate the Letter on or before April 4, 1997 in its discretion.
Assuming satisfactory completion of due diligence and the execution of a
definitive agreement, the parties currently contemplate that the acquisition
will be completed during the month of May, 1997. The definitive agreement, if
executed, will be subject to many conditions customary in such transactions, and
there can be no assurances that the definitive agreement will be executed, or
that the acquisition will be completed.
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"CleveTrust Realty Investors is a Massachusetts business trust which was
organized to operate as a real estate investment trust and its governed by the
terms of a Second Amended and Restated Declaration of Trust as of February 21,
1992 and as amended by an Amendment dated February 21, 1995. No obligation of
the Trust is personally binding upon, nor shall resort be had to the private
property of any of the Trustees, shareholders, officers, employees or agents of
the Trust, but the Trust properly or a specified portion thereof only shall be
bound."
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CleveTrust
Realty Investors
A Real Estate Trust
2001 Crocker Road Telephone 216/899-0909
Suite 400 Fax 216/899-1507
Westlake, Ohio 44145 [email protected]
NEWS RELEASE
FOR IMMEDIATE RELEASE
CLEVETRUST REALTY INVESTORS
WILL PROCEED WITH PROPOSAL FOR A PLAN OF ORDERLY
LIQUIDATION AS NEGOTIATIONS WITH RM CROWE ARE TERMINATED
WESTLAKE, OHIO, APRIL 4, 1997 -- John C. Kikol, Chairman and President of
CleveTrust Realty Investors (CTRIS-Nasdaq), announced today that the Trust and
RM Crowe Company, a Texas Corporation ("RMC"), have terminated negotiations
concerning a proposal by RMC to acquire all of the shares of the Trust at a
price of $6.42 per share. The Trust and RMC were unable to agree on certain
terms to be included in the proposed definitive agreement. The Trust now intends
to proceed with its previously announced proposed plan of liquidation (the
"Plan"), and has schedule a Shareholders' Meeting for April 29, 1997, to obtain
shareholders' approval to implement the plan.
On September 24, 1996, the Trust announced that the proposed Plan could take a
period of approximately three years and stated that the estimated distributions
to shareholders should be in the range of $5.00 to $6.50 per share. Based upon
the recent sales and the strong interest in the Trust's properties, the Trustees
and Management are optimistic that the liquidation can be completed sooner than
originally anticipated, and the Trustees currently estimate that the liquidation
distributions to shareholders should be in the range of $6.00 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.
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2
Since October 1, 1996, the Trust has sold four of its properties resulting in
gains of approximately $7,170,000. The Trust has purchase offers on several
other properties, including a pending sales contract on the Executive Club
Building in Denver at a sales price of $5,300,000, which is scheduled to close
within the next 30 days. Additionally, the Trust has received an offer on the
Spring Village Shopping Center in Davenport, Iowa, which excludes and adjacent
restaurant pad site, for $4,450,000 from the same Buyer that recently purchased
the Warren Plaza Shopping Center in Dubuque, Iowa. Although the Trust
anticipates that both of these properties will be sold to the prospective
purchasers, there can be no assurance that the transactions will ultimately be
completed.
As a result of the recent property sales, the Trust has repaid in full its
$6,000,000 bank loan and currently has cash available for future distributions
of approximately $9,000,000. Assuming that the shareholders approve the proposed
Plan at the April 29, 1997 Shareholders' Meeting, liquidation distributions to
the shareholders will commence immediately thereafter.
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