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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 event reported) January 17, 1997
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IRT Property Company
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(Exact name of registrant as specified in its charter)
Georgia 1-7859 58-1366611
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
200 Galleria Parkway, Suite 1400, Atlanta, GA 30339
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (770) 955-4406
N/A
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(Former name or former address, if changed since last report)
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Item 5. Other Events
On January 17, 1997, the Company completed the repurchase of
$54,799,000 of its 7.3% convertible subordinated debentures due August 15, 2003
in a private transaction with a single debenture holder. The debentures were
repurchased by the Company at par plus accrued interest in exchange for cash
and Company common stock, and will be cancelled.
The seller had informed the Company that the seller held both
$54,799,000 par value of the debentures and a short position of 1,500,000
shares in the Company's common stock. The consideration paid by the Company
was comprised of 1,500,000 shares of common stock, valued for purposes of the
exchange at $11.05 per share, and cash in the amount of $39,913,000, for a
total consideration of $56,488,000, which includes $1,689,000 of accrued
interest. The repurchase of the debentures was transacted on January 17, 1997
pursuant to a Purchase and Standstill Agreement under which the seller agreed
to eliminate its short position in Company common stock, after which the seller
will not own any Company securities. The seller further agreed not to take any
position with respect to any Company securities or to attempt to influence
Company policies or management in the future.
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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, thereunto duly authorized.
IRT PROPERTY COMPANY
(Registrant)
Date: January 17, 1997 BY: /s/ Mary M. Thomas
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Mary M. Thomas
Executive Vice President and
Chief Financial Officer
