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 7, 1997
SANTA ANITA REALTY SANTA ANITA OPERATING
ENTERPRISES, INC. COMPANY
(Exact name of registrant as (Exact name of registrant as
specified in its charter) specified in its charter)
Delaware Delaware
(State or other jurisdiction (State or other jurisdiction
of incorporation) of incorporation)
95-3520818 95-3419438
(IRS Employer Identification No.) (IRS Employer Identification No.)
0-9109 0-9110
(Commission File Number) (Commission File Number)
301 West Huntington Drive, Suite 405 285 West Huntington Drive
Arcadia, CA 91066-6014 Arcadia, CA 91066-6014
(Address of principal executive (Address of principal executive
offices including zip code) offices including zip code)
(818) 574-5550 (818) 574-7223
(Registrant's telephone number (Registrant's telephone number
including area code) including area code)
(Former name or former address, (Former name or former address,
if changed since last report) if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS
On January 7, 1997, Santa Anita Realty Enterprises, Inc.,
Santa Anita Operating Company (collectively, "The Companies") and
Colony Investors II, L.P. ("Colony") executed a First Amendment
(the "First Amendment") to the Amended and Restated Formation
Agreement (the "Formation Agreement"). A copy of the First
Amendment is included herein as Exhibit 2. The First Amendment
amends the Formation Agreement, among other things, to permit The
Companies to enter into discussions and negotiations with third
parties with respect to transactions that might be inconsistent
with the proposed strategic alliance among The Companies and
Colony.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits Description
2 First Amendment to Amended and Restated
Formation Agreement, dated as of January 7,
1997 among The Companies and Colony.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrants have duly caused this report to be
signed on their behalf by the undersigned, thereunto duly
authorized.
SANTA ANITA REALTY ENTERPRISES, INC. SANTA ANITA OPERATING COMPANY
By: __/s/ BRIAN L. FLEMING__ By: __/s/ WILLIAM C. BAKER__
Brian L. Fleming William C. Baker
Acting President and Chief Chairman of the Board,
Executive Officer President and Chief Executive
Officer
Date: January 9, 1997 Date: January 9, 1997
<PAGE>
EXHIBIT 2
FIRST AMENDMENT TO
AMENDED AND RESTATED FORMATION AGREEMENT
FIRST AMENDMENT TO AMENDED AND RESTATED FORMATION AGREEMENT,
dated as of January 7, 1997 (this "Amendment"), among Santa Anita
Realty Enterprises, Inc., a real estate investment trust
organized as a corporation under the laws of the State of
Delaware ("Realty"), Santa Anita Operating Company, a corporation
organized under the laws of the State of Delaware ("Operating")
(Realty and Operating each being herein referred to as a "Public
Company," and together as the "Public Companies"), and Colony
Investors II, L.P., a limited partnership organized under the
laws of the State of Delaware ("Investor").
RECITAL
Realty, Operating and Investor have entered into an Amended
and Restated Formation Agreement, dated as of October 24, 1996
(the "Agreement"), which the parties desire to amend as set forth
in this Amendment. Unless otherwise indicated, certain terms
used herein are used as defined in the Agreement.
AGREEMENT
The parties hereto agree as follows:
1. Section 5.2(a) of the Agreement shall be amended by
deleting the last sentence thereof.
2. Section 5.9 of the Agreement shall be amended to read
in its entirety as follows:
"Section 5.9. Other Proposals. (a) Notwithstanding
anything in this Agreement to the contrary, Realty and
Operating and their respective subsidiaries, affiliates,
officers, directors, employees, investment bankers, financial
advisors, attorneys and accountants may, directly or
indirectly, solicit, encourage or enter into or continue
discussions, negotiations, understandings or agreements with
any Person (a "Third Party") with a view to obtaining one or
more Competing Transaction Proposals. In connection
therewith, Realty, Operating and their respective
subsidiaries, affiliates, officers, directors, employees,
investment bankers, financial advisors, attorneys and
accountants may provide any documents, materials and other
information requested by a Third Party, except documents,
materials or other information with respect to Investor which
Investor has provided to Realty or Operating or their
respective subsidiaries, affiliates, officers, directors,
investment bankers, financial advisors, attorneys or
accountants and which is subject to Section 11.1 of this
Agreement.
(b) At least five business days prior to entering into
definitive agreements with respect to an Alternative
Transaction, Realty and Operating will deliver an Alternative
Transaction Notice to Investor, which notice will include a
summary of the Alternative Transaction. During such five
business day period, Investor may propose an improved
transaction to the Public Companies.
(c) If prior to the approval by the stockholders of
Realty and Operating of the Realty Stockholder Matters and the
Operating Stockholder Matters (i) Realty and Operating have
delivered an Alternative Transaction Notice to Investor in
accordance with Section 5.9(b), (ii) the terms of the
Alternative Transaction are not modified in a manner adverse
to Realty or Operating and (iii) Realty and Operating have
paid the Termination Fee to Investor and reimbursed Investor's
Transaction Expenses up to $500,000, then Realty and Operating
may terminate this Agreement and enter into an agreement with
the Third Party with respect to the Alternative Transaction
described in the Alternative Transaction Notice that Realty
and Operating gave to Investor.
(d) The following terms have the following meanings
when they are used in this Section 5.9:
(i) `Alternative Transaction' means a transaction
with a Third Party which the Boards of Directors of Realty
and Operating in good faith on the advice of a nationally
recognized financial advisor determine could provide greater
value to the Public Companies' shareholders than the
transactions contemplated by the Transaction Agreements.
(ii) `Alternative Transaction Notice' means a
notice that Realty and Operating propose to enter into an
Alternative Transaction, which notice contains the
information described in Paragraph 5.9(b).
(iii) `Competing Transaction Proposal' means a
proposal from a Third Party relating to any
recapitalization, business combination, joint venture or
other transaction which would be inconsistent with the
transactions which are the subject of the Transaction
Agreements.
(iv) `Termination Fee' has the meaning set forth
in Section 11.4(ll).
(v) `Transaction Expenses' has the meaning set
forth in Section 11.2(a)."
3. The last paragraph of Section 10.1 shall be amended to
read in its entirety as follows:
"In the event that this Agreement shall be terminated
pursuant to this Section 10.1, Investor will be entitled to
the benefits of the Special Registration Rights set forth in
Exhibit M hereto, but all other further obligations of the
parties under this Agreement (other than the provisions of
Article 9, Section 11.1 and Section 11.2), shall terminate
without any further liability of any party to the others;
provided, however, that nothing herein shall relieve any party
from liability for its nonperformance or breach of any
provision of this Agreement if performance of or compliance
with such provision was within its reasonable control."
<PAGE>
4. Section 11.2(b) of the Agreement shall be amended to
read in its entirety as follows:
"(b) In the event that the Closing occurs, then Realty
and Operating will reimburse Investor for its reasonable
Transaction Expenses upon receipt by Realty and Operating of
reasonable documentation therefor. In the event this
Agreement is terminated for any reason other than a
termination pursuant to Section 10.1(b) as a result of some
act or omission by Investor after the date of this Amendment,
then Realty and Operating will reimburse Investor for its
reasonable Transaction Expenses up to $500,000, upon receipt
by Realty and Operating of reasonable documentation therefor."
5. Section 11.2(c) of the Agreement shall be amended to
read in its entirety as follows:
"(c) If the Closing Date does not occur on or before
the Final Termination Date for any reason (including a
termination by Realty and Operating pursuant to Section
5.9(c)) other than because this Agreement is terminated
pursuant to Section 10.1(a) or Section 10.1(b) as a result of
some act or omission by Investor after the date of this
Amendment, then Realty and Operating shall pay to Investor the
Termination Fee."
6. Section 11.4(k) of the Agreement shall be amended to
read in its entirety as follows:
"(k) `Final Termination Date' means March 31, 1997.
However, if the Transaction is terminated as a result of a
definitive agreement being entered into regarding an
Alternative Transaction, the `Final Termination Date' shall
mean the date such definitive agreement is entered into."
7. The Public Companies represent and warrant to Investor
that the Purchased Shares have been duly authorized and validly
issued and are fully paid and nonassessable.
8. Reference is made to the Confidentiality Letter
Agreement, dated July 17, 1996, among the Public Companies and
Colony Capital, Inc. (the "Letter Agreement"). The Public
Companies agree that Colony (as defined under the Letter
Agreement) is released from the restrictions set forth in
numbered paragraph 7 of the Letter Agreement. Furthermore, to
the extent that Colony proposes to the Public Companies or any
other Person, or otherwise participates with another Person in
any proposal to the Public Companies relating to, any transaction
involving the Public Companies or their securities, security
holders, businesses or assets, the Boards of the Public Companies
will (i) afford such proposal the same level of consideration as
they afford to transaction proposals from any third party and
(ii) not reject such proposal because of Colony's involvement;
provided, however, that this provision is not intended to
discharge or release Thomas J. Barrack, Jr. from his fiduciary
duties as a member of the Boards of Directors of the Public
Companies.
9. The parties shall cooperate in the issuance of a joint
press release with respect to this Amendment in the form
attached.
Except as otherwise provided in this Amendment, the
Agreement remains in full force and effect.
IN WITNESS WHEREOF, this Amendment has been duly executed
and delivered by the parties hereto or by their duly authorized
officers, all as of the date first above written.
SANTA ANITA REALTY ENTERPRISES, INC.
By: __/s/ Brian L. Fleming__
Name: Brian L. Fleming
Title: Acting President and
Chief Executive Officer
SANTA ANITA OPERATING COMPANY
By: __/s/ Kathryn J. McMahon__
Name: Kathryn J. McMahon
Title: General Counsel and
Secretary
COLONY INVESTORS II, L.P.
By: Colony Capital, L.P.
its general partner
By: ColonyGP II, Inc.
its general partner
By: __/s/ Kelvin L. Davis__
Name: Kelvin L. Davis
Title:
<PAGE>
ATTACHMENT TO FIRST AMENDMENT
THE SANTA ANITA COMPANIES
NEWS RELEASE
CONTACTS:
For The Santa Anita Companies: For Colony Capital:
Brian Fleming (818) 574-6303 Owen Blicksilver (212) 303-7603
Josh Pekarsky (212) 593-2655 Doug Donsky (212) 303-7608
FOR IMMEDIATE RELEASE
THE SANTA ANITA COMPANIES AND COLONY CAPITAL
REVISE PROPOSED STRATEGIC ALLIANCE AGREEMENT, ALLOWING
DISCUSSION OF OTHER PROPOSALS
ARCADIA, CA, JANUARY 7, 1997 - The Santa Anita Companies
(NYSE:SAR) and Colony Capital, Inc., today announced that they
have revised their agreement concerning a proposed strategic
alliance to permit The Santa Anita Companies to enter into
discussions and negotiations with third parties with respect to
transactions which might involve a transfer of control or some
other transaction that maximizes shareholder value.
The Companies and Colony jointly agreed that it is in the best
interests of all Santa Anita shareholders to permit full
consideration by Santa Anita of alternative strategic
transactions.
The Santa Anita Companies comprise Santa Anita Realty
Enterprises, Inc. and Santa Anita Operating Company. The shares
of Santa Anita Companies trade on "paired" basis on the New York
Stock Exchange.
Santa Anita Realty Enterprises, Inc. owns the Santa Anita
racetrack, interests in two major regional shopping centers, and
other commercial properties. Santa Anita Operating Company
conducts thoroughbred horse racing at Santa Anita Park through
its subsidiary, Los Angeles Turf Club, Incorporated.
Colony Capital, based in Los Angeles, is an international,
private investment firm that administers Colony Investors II,
L.P., a $625 million real estate investment fund. Colony
Investors currently owns 8% of The Santa Anita Companies.
