<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) December 21, 1994
------------------------------
IRT Property Company
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Georgia 1-7859 58-1366611
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
200 Galleria Parkway, Suite 1400, Atlanta, GA 30339
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (404) 955-4406
----------------------------
N/A
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
AMENDMENT NO. 1
The undersigned registrant hereby amends the following items of its
December 21, 1994 Report on Form 8-K filed on January 5, 1995.
Item 2. Acquisition or Disposition of Assets.
On December 21, 1994, IRT Property Company (the "Company") acquired
eleven neighborhood and community shopping centers in Louisiana (the "Eleven
Centers") totaling approximately 1,350,000 square feet of retail space. Also,
on January 6, 1995, the Company acquired two additional neighborhood and
community shopping centers in Louisiana (the "Two Centers") totaling
approximately 121,000 square feet of retail space.
The total purchase price paid by the Company for these acquisitions
(the "Thirteen Centers") was approximately $82,500,000, of which approximately
$18,264,000 is represented by pre-existing mortgage debt to which four of the
Thirteen Centers are subject. The Company paid the balance of the purchase
price in cash.
These acquisitions were pursuant to an Agreement for Purchase and Sale,
as amended, between a Massachussetts limited partnership and various related or
affiliated Louisiana partnerships and the Company dated November 23, 1994 (the
"Agreement"). It is anticipated that Stirling Properties, Inc., an affiliate
of the Seller, will continue to manage the properties for the Company for a
period of at least six months following the Closing.
The Agreement was negotiated at arms' length between the Company and
representatives of the sellers. The factors considered by the Company in
determining the price to be paid for the properties included their historical
and expected cash flow, nature of the tenancies and terms of leases in place,
occupancy rates, opportunities for alternative and new tenancies, current
operating costs and taxes of the properties and anticipated changes therein
under Company ownership, prospects for financing the centers in certain cases,
the physical condition and locations of the properties, the anticipated effect
on the Company's financial results (including particularly funds from
operations) and the ability to sustain and potentially increase its
distributions to shareholders, and other factors. The Company took into
consideration capitalization rates that it believes other shopping centers may
recently have sold for, but determined the price it was willing to pay
primarily on the factors discussed above relating to the properties themselves
and their fit into the Company's post-acquisition operations. No separate
independent appraisals were obtained in connection with the acquisition.
<PAGE> 3
Information regarding the Thirteen Centers, eleven of which were
acquired December 21, 1994 and two of which were acquired January 6, 1995, is
as follows:
<TABLE>
<CAPTION>
Percent Year Principal
Shopping Center Area Leased Completed Tenants
--------------- ---- ------- --------- ---------
<S> <C> <C> <C> <C>
ELEVEN CENTERS
--------------
Ambassador Row 193,982 sq. ft. 97% 1980, Kmart(1)
Lafayette, LA 1991 K & B Drugs
Weiners
Ambassador Courtyard 156,283 sq. ft. 90% 1986, Amber's
Lafayette, LA 1991 Delchamps
Marshalls
Bluebonnet Village 89,879 sq. ft. 100% 1983 Delchamps
Baton Rouge, LA K & B Drugs
The Boulevard 68,012 sq. ft. 92% 1976, Campo Concept
Lafayette, LA 1994 Store
Piccadilly
The Crossing 113,989 sq. ft. 93% 1988, Albertsons
Slidell, LA 1993 Campo Concept
Store
Piccadilly
Millervillage 94,559 sq. ft. 95% 1983, Delchamps
Baton Rouge, LA 1992 K & B Drugs
Pinhook Plaza 190,371 sq. ft. 97% 1979, Delchamps
Lafayette, LA 1992 Kmart
K & B Drugs
Plaza Acadienne 105,419 sq. ft. 96% 1980 Delchamps
Eunice, LA Howard
Brothers(2)
K & B Drugs
Sherwood South 77,107 sq. ft. 100% 1972, Sav-A-Center
Baton Rouge, LA 1988, Eckerds
1992
Siegen Village 115,762 sq. ft. 96% 1988 Kmart
Baton Rouge, LA
Village at Northshore 144,373 sq. ft. 96% 1988, Delchamps
Slidell, LA 1993 Kirschman's
--------- Service
Eleven Centers 1,349,736 sq. ft. Merchandise
---------
TWO CENTERS
-----------
Country Club Plaza 64,786 sq. ft. 81% 1982 Delchamps
Slidell, LA K & B Drugs
Tarpon Heights 56,605 sq. ft. 90% 1982 Delchamps
Galliano, LA --------- Eckerd Drugs
Two Centers 121,391 sq. ft.
---------
Total 1,471,127 sq. ft.
=========
</TABLE>
(1) Vacant but continues to pay rent under lease expiring in September 2006.
(2) Vacant but continues to pay rent under lease expiring in June 2005.
<PAGE> 4
The agreed upon purchase price and the costs of acquisition of the
Thirteen Centers acquired December 21, 1994 were as follows:
<TABLE>
<CAPTION>
Cost to Mortgage Mortgage Net
Shopping Center Company (1) Financing (2) Premium (3) Investment
--------------- ----------- ------------- ------------- ------------
<S> <C> <C> <C> <C>
ELEVEN CENTERS
--------------
Ambassador Row $ 9,696,440 $ - $ - $ 9,696,440
Lafayette, LA
Ambassador Courtyard 11,597,751 - - 11,597,751
Lafayette, LA
Bluebonnet Village 8,050,589 - - 8,050,589
Baton Rouge, LA
The Boulevard 3,793,337 - - 3,793,337
Lafayette, LA
The Crossing 4,495,652 - - 4,495,652
Slidell, LA
Millervillage 7,588,527 - - 7,588,527
Baton Rouge, LA
Pinhook Plaza 11,072,604 7,585,167 - 3,487,437
Lafayette, LA
Plaza Acadienne (4) 2,917,925 2,457,481 - 460,444
Eunice, LA
Sherwood South 1,984,695 - - 1,984,695
Baton Rouge, LA
Siegen Village 6,677,883 - - 6,677,883
Baton Rouge, LA
Village at Northshore
Slidell, LA 8,262,533 5,837,763 - 2,424,770
---------- ---------- ------ ----------
Eleven Centers 76,137,936 15,880,411 - 60,257,525
---------- ---------- ------ ----------
TWO CENTERS
-----------
Country Club Plaza 4,078,725 - - 4,078,725
Slidell, LA
Tarpon Heights 2,822,282 2,383,454 80,890 357,938
Galliano, LA ---------- ---------- ------ ----------
Two Centers 6,901,007 2,383,454 80,890 4,436,663
---------- ---------- ------ ----------
Total $83,038,943 $18,263,865 $80,890 $64,694,188
========== ========== ====== ==========
</TABLE>
(1) Initial purchase price of $82,500,000 plus estimated costs of acquisition
of $538,943.
(2) Represents pre-existing mortgages assumed at closing. Interest rates
range from 9% to 11%, maturing from 1999 to 2013, with certain call
provisions.
(3) Valued by the Company, for financial reporting purposes, assuming current
interest rates at the date of acquisition.
(4) Subject to two ground leases expiring in 1998 and 2008 with aggregate
annual ground rental payments of $31,500 plus 15% of percentage rentals
received.
<PAGE> 5
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
The following financial statements, pro forma financial information and
exhibits are a part of this report. The financial statements and pro forma
financial information are not yet complete and will be filed under cover of
Form 8-K/A as soon as practicable, and in any event not later than March 6,
1995.
(a) Financial Statements. Combined statement of revenues and certain
continuing expenses of the Thirteen Centers listed below for the year
ended December 31, 1994 (audited).
Ambassador Row, Lafayette, Louisiana
Ambassador Courtyard, Lafayette, Louisiana
Bluebonnet Village, Baton Rouge, Louisiana
The Boulevard, Lafayette, Louisiana
The Crossing, Slidell, Louisiana
Millervillage, Baton Rouge, Louisiana
Pinhook Plaza, Lafayette, Louisiana
Plaza Acadienne, Eunice, Louisiana
Sherwood South, Baton Rouge, Louisiana
Siegen Village, Baton Rouge, Louisiana
Village at Northshore, Slidell, Louisiana
Country Club Plaza, Slidell, Louisiana
Tarpon Heights, Galliano, Louisiana
(b) Pro Forma Financial Information (unaudited).
(i) Pro forma combined balance sheet of the Registrant as of
December 31, 1994, (with the combined balance sheet reflecting
the assets and liabilities of the Eleven Centers purchased in
1994 and the pro forma adjustments reflecting the assets and
liabilities of the Two Centers purchased in 1995) and pro forma
statements of earnings of the Registrant for the year ended
December 31, 1994 (assuming acquisition of the aforesaid
Thirteen Centers as of January 1, 1994).
(ii) Estimated pro forma earnings from operations and funds from
operations of the Thirteen Centers.
(c) Exhibits.
(i) Agreement for Purchase and Sale dated November 23, 1994 between
Maurin-Ogden Limited Partnership, Sherwood South General
Partnership, Pinhook Plaza Limited Partnership, Gause 11
Limited Partnership and the Company (exclusive of exhibits
thereto), as amended by the First Amendment to Agreement for
Purchase and Sale dated December 1, 1994 and the Second
Amendment to Agreement for Purchase and Sale dated December 20,
1994 (previously filed under cover of Form 8-K dated January 5,
1995).
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
IRT PROPERTY COMPANY
--------------------
Date: January 20, 1995 By:/s/Mary M. Thomas
----------------- ----------------------------
Mary M. Thomas
Executive Vice President &
Chief Financial Officer
