UNITED STATES
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) December 16, 1999
Investment Properties Associates
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(Exact name of registrant as specified in its charter)
New York 0-5537 13-2647723
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
60 East 42nd Street, New York, New York 10165
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 687-6400
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 16, 1999, the Company concluded its sale of 1440 Broadway, New York,
New York for $152,000,000 to 1440 Broadway Partners LLC, a Delaware limited
liability company.
A Company spokesman said that the sale proceeds would be used to first pay
mortgage debt, closing costs and other commitments, aggregating approximately
$40,000,000. After completing a final accounting, the Company will make a
special distribution on January 18, 2000 to holders of record of its
participations of partnership interests (PPIs) as of the close of business on
December 31, 1999. The PPIs will trade ex-dividend on January 19, 2000.
One-half of the net proceeds will be distributed to the general and special
limited partners and one-half to the holders of PPIs in accordance with the
Company's partnership agreement.
It is anticipated that the special distribution will be approximately $78.00 per
PPI and will be paid using the aggregate proceeds from the sale of 1440 Broadway
and the proceeds from the sale of the Mojud Building in Long Island City, New
York sold on April 14, 1999 and the Midland Savings Building, Midland, Texas
sold on August 30, 1999.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(b) Pro forma financial information.
The Company has not included Pro Forma Financial Statements required by this
report but will file such financial statements no later than 60 days after the
date hereof.
(c) Exhibits.
Exhibit No. Description
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Exhibit 99 Press Release of Company, dated December 16, 1999
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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 hereunto duly authorized.
INVESTMENT PROPERTIES ASSOCIATES
BY /s/Irving Schneider
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Irving Schneider, General Partner
Date: December 16, 1999
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EXHIBIT 99
Investment Properties Associates
60 East 42nd Street
New York, N.Y. 10165
Investment Properties Associates Closes
Sale of 1440 Broadway -- Announces Record Date
for Special Distribution
New York, New York, December 16, 1999...Investment Properties Associates (IPA)
announced today that it has concluded the sale of 1440 Broadway, New York, New
York for $152,000,000. The purchaser is 1440 Broadway Partners LLC, an affiliate
of Richard Kalikow's and Adam Hochfelder's Max Capital Management Corp.
An IPA spokesman said that the sale proceeds would be used to first pay mortgage
debt, closing costs and other IPA commitments, aggregating approximately
$40,000,000. After completing a final accounting, IPA will make a special
distribution on January 18, 2000 to holders of record of its participations of
partnership interests (PPIs) as of the close of business on December 31, 1999.
One-half of the net proceeds will be distributed to the general and special
limited partners and one-half to the holders of PPIs in accordance with
IPA's partnership agreement.
It is anticipated that the special distribution will be approximately $78.00 per
PPI and will be paid using the aggregate proceeds from the sale of 1440 Broadway
and the proceeds from the sale of the Mojud Building in Long Island City, New
York sold on April 14, 1999 and the Midland Savings Building, Midland, Texas
sold on August 30, 1999.
IPA understands that Nasdaq Stock Market rules require that, in the case of this
special distribution, the PPIs will trade ex-dividend one business day after
the payment date, which is January 18, 2000. Holders of PPIs who sell them
before the ex-dividend date (January 19, 2000) will transfer the right to
receive the special distribution to the buyers of PPIs in connection with the
sale of the PPIs. It should also be noted that on the ex-dividend date for this
special distribution, the price of the PPIs is expected to reflect the special
distribution and to trade below the current price.
This special distribution is exclusive of and should not be confused with the
regular annual distribution of Net Operating Revenues made each March 31st.
The sale of 1440 Broadway was approved by all of the general partners of IPA
including ScogBell AG, Inc., Irving Schneider and Minlyn, Inc. Helmsley-Spear
represented IPA in this transaction.
Irving Schneider said that IPA was continuing to explore the possible sale of
one or more or all of its remaining properties, but there could be no assurances
that any such sale will be concluded.
IPA was created in 1969 by Harry Helmsley and Irving Schneider. In addition to
1440 Broadway, IPA owns over 1,000,000 square feet of commercial office space in
buildings in New York and New Jersey.
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Contact: Irving Schneider - (212) 880-0151
General Partner, Investment Properties Associates
Co-Chairman & Chief Operating Officer, Helmsley-Spear, Inc., Agent
Robert Hecht - (212) 880-0276
Chief Financial Officer, Investment Properties Associates
Vice President of Finance, Helmsley-Spear, Inc., Agent
