<PAGE> 1
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) January 11, 1996
. . . . . . . . . . . . . . . .
Vinland Property Trust
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Exact name of registrant as specified in its charter)
California 0-8003 94-2432628
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
3878 Oak Lawn, Suite 300, Dallas, Texas 75219
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (214) 522-9910
. . . . . . . . . . . . . . .
Not Applicable
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Former name or former address, if changed since last report)
<PAGE> 2
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 29, 1995, Vinland Property Trust (the "Trust") entered
into an Agreement for Purchase and Sale with C.L.K. Management Corp., a New
York corporation not affiliated with the Trust or any of its officers or
trustees, pursuant to which the Trust agreed to sell its interest in a property
known as the Villas at Central Park (the "Property"), a 288-unit apartment
complex located in Orlando, Florida for $60,000 plus the assumption of
indebtedness and closing costs. The Property exceeded 10% of the Trust's
assets and was subject to non-recourse indebtedness of $5,360,000. The
transaction closed on January 11, 1996, with the Trust receiving net cash
proceeds of $43,000 and relief of $5,360,000 in non-recourse indebtedness
secured by the Property sold.
Item 5. OTHER EVENTS.
Effective January 1, 1996, Bruce Schnitz was elected Chief Operating
Officer of the Trust, a position previously held by John A. Doyle, who remains
as Chief Financial Officer and a Trustee. Also, Stephen J. Mighdoll was
elected Senior Vice President-Legal and Secretary effective January 1, 1996.
On January 23, 1996, the Trust extended until 3:00 P.M., New York City
time, on Thursday, February 29, 1996, its offer to purchase all, but not less
than all, shares of its beneficial interest, no par value, of each shareholder
of the Trust holding only 99 or fewer shares (or less than 500 "Old Shares"
before giving effect to a 1-for-5 reverse share split which became effective at
the close of business on December 1, 1995) of the Trust, either of record or
beneficially on December 1, 1995, upon the terms and conditions set forth in
the Offer dated December 1, 1995 and the related Letter of Transmittal (which,
together, constitute the "Offer"). As of the close of business on January 22,
1996, 11,833 "Post-Split Shares" (59,415 Old Shares before giving effect to the
1-for-5 reverse share split) had been validly tendered to and purchased by the
Trust. The purchase price for all Post-Split Shares duly tendered is a price
equal to the next closing price of the Trust's Post-Split Shares as reported by
the NASDAQ InterDealer Quotation System on the day on which the Trust, through
its Transfer Agent Registrar, receives the Letter of Transmittal, properly
completed, signed and validly tendered, with certificates for Old Shares
attached. A copy of the Notice of Extension is attached as an exhibit to this
report.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(b) Pro forma financial information.
Pro forma statements of operations are presented for the year
ended November 30, 1994, and the nine months ended August 31, 1995.
The pro forma statements of operations present the Trust's operations
as if the transaction described in Item 2 had occurred at the
beginning of each of the
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<PAGE> 3
periods presented. As a result of the disposition, in January 1996,
the Trust will record an extraordinary gain of $253,000 related to the
mortgage debt forgiveness and a loss on sale of approximately $138,000
equal to the amount by which the carrying value plus the costs to sell
the Property exceeded the disposition sales price. The effect in
January 1996 on the Trust's consolidated balance sheet was a reduction
in property held for sale of $5,306,000 and a reduction in mortgage
indebtedness of $5,360,000.
(c) Exhibits. The following exhibits are filed herewith
or incorporated by reference as indicated:
<TABLE>
<CAPTION>
Exhibit
Designation Description of Exhibit
<S> <C>
21.5 Notice of Extension of and Supplement to Offer by Vinland
Property Trust to purchase shares of its beneficial interest, no
par value (Post-Split) made only to shareholders with 99 or
fewer Shares
</TABLE>
-2-
<PAGE> 4
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.
VINLAND PROPERTY TRUST
(Registrant)
By /s/ KATIE JACKSON
------------------------------------
Katie Jackson, Vice President and
Chief Accounting Officer
Dated: January 26, 1996
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<PAGE> 5
VINLAND PROPERTY TRUST
PRO FORMA
STATEMENT OF OPERATIONS
NINE MONTHS ENDED AUGUST 31, 1995
<TABLE>
<CAPTION>
Disposed
Actual Property (1) Pro forma
-----------------------------------------
(dollars in thousands, except per share)
<S> <C> <C> <C>
INCOME
RENTALS $ 5,817 $ 1,022 $ 4,795
INTEREST 97 0 97
-----------------------------------------
5,914 1,022 4,892
EXPENSES
PROPERTY OPERATIONS 4,009 746 3,263
INTEREST 948 353 595
DEPRECIATION 698 138 560
ADVISORY FEE 102 0 102
GENERAL AND ADMINISTRATIVE 256 0 256
PROVISION FOR LOSSES (190) 0 (190)
-----------------------------------------
5,823 1,237 4,586
-----------------------------------------
NET INCOME (LOSS) $91 ($215) $306
-----------------------------------------
EARNINGS PER SHARE
NET INCOME (LOSS) $0.07 $0.22
------------ ------------
WEIGHTED AVERAGE SHARES OF
BENEFICIAL INTEREST USED IN
COMPUTING EARNINGS PER
SHARE (2) 1,392,006 1,392,006
------------ ------------
</TABLE>
(1) Assumes the Trust disposed of Villas at Central Park Apartments on
December 1, 1994.
(2) Weighted average shares have been restated to give effect to the
one-for-five reverse share split effective December 1, 1995.
<PAGE> 6
VINLAND PROPERTY TRUST
PRO FORMA
STATEMENT OF OPERATIONS
YEAR ENDED NOVEMBER 30, 1994
<TABLE>
<CAPTION>
Disposed
Actual Property (1) Pro forma
----------------------------------------
(dollars in thousands, except per share)
<S> <C> <C> <C>
INCOME
RENTALS $6,527 $1,310 $5,217
INTEREST 319 0 319
----------------------------------------
6,846 1,310 5,536
EXPENSES
PROPERTY OPERATIONS 4,405 968 3,437
INTEREST 1,173 480 693
DEPRECIATION 898 179 719
ADVISORY FEE 232 0 232
GENERAL AND ADMINISTRATIVE 567 0 567
PROVISION FOR LOSSES 0 0 0
----------------------------------------
7,275 1,627 5,648
----------------------------------------
NET (LOSS) ($429) ($317) ($112)
========================================
EARNINGS PER SHARE
NET (LOSS) ($0.31) ($0.08)
============= ============
WEIGHTED AVERAGE SHARES OF
BENEFICIAL INTEREST USED IN
COMPUTING EARNINGS PER
SHARE (2) 1,368,527 1,368,527
============= ============
</TABLE>
(1) Assumes the Trust disposed of Villas at Central Park Apartments on
December 1, 1993.
(2) Weighted average shares have been restated to give effect to the
one-for-five reverse share split effective December 1, 1995.
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Designation Description of Exhibit
<S> <C>
21.5 Notice of Extension of and Supplement to Offer by Vinland
Property Trust to purchase shares of its beneficial interest, no
par value (Post-Split) made only to shareholders with 99 or
fewer Shares
</TABLE>
<PAGE> 1
NOTICE OF EXTENSION
OF AND SUPPLEMENT TO OFFER BY
VINLAND PROPERTY TRUST
TO PURCHASE SHARES OF ITS
BENEFICIAL INTEREST, NO PAR VALUE
MADE ONLY TO SHAREHOLDERS
WITH AGGREGATE HOLDINGS OF
99 OR FEWER SHARES
***************************************************************************
* *
* THE EXTENDED OFFER EXPIRES ON THURSDAY, FEBRUARY 29, 1996 AT 3:00 *
* P.M., NEW YORK CITY TIME, UNLESS FURTHER EXTENDED *
* *
***************************************************************************
To the holders of 99 or few shares
of beneficial interest of
Vinland Property Trust:
Vinland Property Trust, a California real estate investment trust (the
"Trust"), has extended until 3:00 P.M., New York City time, on Thursday,
February 29, 1996, its offer to purchase all, but not less than all, Shares of
its Beneficial Interest, no par value (the "Shares"), of each shareholder of
the Trust holding only 99 or fewer Shares (or less than 500 Old Shares before
giving effect to a 1-for-5 reverse share split which became effective at the
close of business on December 1, 1995) of the Trust, either of record or
beneficially, on December 1, 1995, upon the terms and conditions set forth in
the Offer dated December 1, 1995, and the related Letter of Transmittal, which
is yellow in color (which together constitute the "Offer"). The Offer contains
important information which, along with the information contained herein,
should be read carefully before tenders are made. All information set forth in
the Offer and herein has been adjusted to give effect to a 1-for-5 reverse
share split which became effect December 1, 1995, unless otherwise expressly
stated. A new Share is referred to as a "Post-Split Share"; a Share
outstanding prior to the reverse split is referred to as an "Old Share."
1. Number of Post-Split Shares Tendered; Purchase of Post-Split
Shares. As of 5:00 P.M., New York City time, on January 22 1996, 11,883
Post-Split Shares had been validly tendered to and purchased by the Trust. For
the Post-Split Shares tendered prior to such time, cash payments have been made
as promptly as practicable after acceptance of validly tendered Post-Split
Shares in accordance with the terms of the Offer. The purchase of and payment
for Post- Split Shares tendered during this extension will, subject to the
terms and conditions of the Offer, also be made
<PAGE> 2
at a price equal to the next closing price of the Trust's Post-Split Shares as
reported by the NASDAQ InterDealer Quotation System on the day on which the
Trust, through its Transfer Agent and Registrar, receives the Letter of
Transmittal, properly completed, signed and validly tendered with certificates
for Old Shares or the affidavit on the reverse of the Letter of Transmittal
appropriately completed; actual cash payment being made as soon as practicable
after such Post-Split Shares have been duly tendered and received.
2. Market Prices of Post-Split Shares. The Offer contains
certain information regarding the high and low bid prices of Old Shares but no
price quotations for Post-Split Shares were available at that time. The
reported high and low bid prices of the Post-Split Shares, as reported by the
NASDAQ InterDealer Quotation System and published financial sources from
December 1, 1995 through January 22, 1996, were $5 1/4 and $5 per Post-Split
Share, respectively. As quoted by NASDAQ, the closing bid price of the
Post-Split Shares on January 22, 1996, the last trading day prior to the date
of this Extension, was $5. Shareholders are encouraged to obtain current
quotations for the Post-Split Shares. Any Shareholder may request additional
information concerning the Offer and other information which may be reasonably
requested by writing to the Trust at 3878 Oak Lawn Avenue, Suite 300, Dallas,
Texas 75219, attention: Investor Relations, or by calling the Investor
Relations Department of the Trust at (214) 522-5172.
3. Miscellaneous. The Offer was mailed to all Shareholders of
record of 99 or fewer shares of the Trust as of December 1, 1995. This Notice
of Extension is being mailed to all Shareholders of record of 99 or fewer
shares of the Trust who have not, prior to the date hereof, tendered their
Post-Split Shares to the Trust together with a copy of the original Offer
(including the Letter of Transmittal. Each eligible Shareholder must decide
for himself whether to tender his Shares pursuant to the Offer or continue to
hold his Shares. The Trust does not make any recommendation that Shareholders
tender or refrain from tendering their Shares and no one has been authorized to
make any such recommendation. There is no requirement that you accept the
Offer. However, if you desire to accept the Offer, you may do so by complying
with the instructions set forth under the caption ACCEPTANCE OF OFFER AND
PAYMENT FOR SHARES and completion of the Letter of Transmittal. If you do not
possess certificates for Old Shares or Post-Split Shares and wish to tender
Shares pursuant to the Offer, all you must do is complete the Letter of
Transmittal including the Affidavit on the reverse thereof which must be
executed before a Notary Public. It is not necessary for you to post an
indemnity bond with respect to 99 or fewer Post-Split Shares.
<PAGE> 3
If you need help in completing the Letter of Transmittal, have any
questions, or require additional copies of other material or of the Offer,
please call the following at the number listed and advise that you are calling
in reference to the Vinland Property Trust Offer. They will be happy to help
you and will provide you with information, free of charge.
American Stock Transfer & Trust Company
40 Wall Street, 46th Floor
New York, New York 10005
Attention: Shareholders Relations
(718) 921-8200
THE OFFER, AS SUPPLEMENTED HEREBY, IS NOT BEING MADE TO, NOR WILL THE TRUST
ACCEPT TENDERS FROM, ANY SHAREHOLDER IN ANY JURISDICTION IN WHICH THE OFFER OR
THE ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE SECURITIES LAWS OF
SUCH JURISDICTION.
VINLAND PROPERTY TRUST
Dated: January 22, 1996
