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FORM 8-B
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS
FILED PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934
First Equity Properties, Inc.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Exact name of registrant as specified in its charter)
Nevada 95-6799846
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(State or other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10670 N. Central Expressway, Suite 501, Dallas, Texas 75231
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be registered each class is to be registered
None
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $0.01 per share
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Title of class)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Title of class)
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ITEM 1. GENERAL INFORMATION.
First Equity Properties, Inc. was incorporated by the filing of
Articles of Incorporation in the State of Nevada on December 19, 1996. Its
fiscal year ends on December 31 of each year.
ITEM 2. TRANSACTION OF SUCCESSION.
Wespac Investors Trust III ("Wespac" or the "Trust"), a California
real estate investment trust had its shares of beneficial interest, no par
value, registered pursuant to Section 12(g) of the Securities Exchange Act of
1934 and made its last filing with the Securities and Exchange Commission (the
"Commission") as a Form 10-K for the fiscal year ended December 31, 1987.
Since April 1988, Wespac has been the subject of two filings for protection
under Chapter 11 of the United States Bankruptcy Code, one filed April 13, 1988
(the "1988 Reorganization") which resulted in a plan of reorganization approved
and confirmed by the court on March 29, 1989 with certain amendments, and which
was closed by the court on August 21, 1992 and a filing made January 27, 1994
in the case styled In re: Wespac Investors Trust III, Case No. 94-00228-K11, in
the United States Bankruptcy Court for the Eastern District of Washington (the
"1994 Reorganization"). A plan of reorganization dated March 22, 1996 (as
modified) was confirmed by Order Confirming Plan of Reorganization dated May
15, 1996, entered May 20, 1996, as amended by order entered October 29, 1996
approving First Modification to Plan of Reorganization (the "Modified Plan").
Pursuant to the Modified Plan, there was distributed to the shareholders of
Wespac a proposal to convert Wespac from a California business trust into a
Nevada corporation through the "Incorporation Procedure" described therein
coupled with a change of the name of the resulting entity. Such proposal was
distributed to the shareholders of Wespac who, by November 29, 1996, approved
the proposal by a vote in excess of 84% in favor. The Incorporation Procedure
was implemented and resulted in the transaction of succession which created
First Equity Properties, Inc. as the ultimate successor-in-interest to Wespac
with each of the shareholders of Wespac prior to the commencement of the
Incorporation Procedure becoming shareholders of First Equity Properties, Inc.
on a one-for-one exchange basis. The Court issued its final decree on February
11, 1997 which closed the 1994 Reorganization.
A simplified explanation of the "Incorporation Procedure" is Wespac
was incorporated in California pursuant to Section 200.5 of the California
Corporation Code under the name Wespac Property Corporation on December 16,
1996 (the "California Corporation") and the California Corporation (as the
immediate successor to Wespac) was then merged with and into a wholly-owned
Nevada subsidiary corporation (the "Merger") named First Equity Properties,
Inc. on December 24, 1996 with the Nevada Corporation being the survivor to
such Merger. The Board of Trustees of Wespac caused the Nevada Corporation to
be organized in Nevada under the name First Equity Properties, Inc. by the
filing on December 19, 1996 of Articles of Incorporation. Prior to the Merger,
such Nevada Corporation had no significant business, assets or liabilities of
any consequence and no operating history. Under Section 200.5 of the
California Code,
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which governs the process of incorporating a business trust, following the
approval of the affirmative vote of a majority of the outstanding shares of
beneficial interest, such existing trust may the file articles of incorporation
with a certificate attached, signed by certain officers of that trust stating
that the incorporation of the association has been approved by the trustees and
the required vote of shareholders and upon the filing of articles of
incorporation pursuant to that section, the resulting California Corporation
succeeded automatically to all the rights and properties of Wespac and became
subject to all of Wespac's debts and liabilities in the same manner as if the
California Corporation had itself incurred them. The three trustees of Wespac
constituted the initial directors of the California Corporation and the Nevada
Corporation and all rights of creditors and all liens upon property of Wespac
were preserved unimpaired. Any action or proceeding pending by or against
Wespac may continue to be prosecuted at judgment, which shall bind the
California Corporation or the California Corporation may proceed against or be
substituted in its place. Following the incorporation of Wespac into the
California Corporation, the Merger was accomplished by Articles of Merger and a
Plan of Merger filed in the States of California and Nevada on December 24,
1996. The surviving corporation (in this instance First Equity Properties,
Inc., the Nevada Corporation) automatically, by operation of law, succeeded to
all of the assets, rights, duties, liabilities and obligations of the
California Corporation (as successor to Wespac) upon the effectiveness of the
Merger on December 24, 1996. Pursuant to the Merger, each share of beneficial
interest of Wespac issuable pursuant to the Modified Plan has been deemed
converted into one validly issued, fully paid and nonassessable share of common
stock, par value $0.01 per share of First Equity Properties, Inc.
ITEM 3. SECURITIES TO BE REGISTERED.
First Equity Properties, Inc. is authorized by its Articles of
Incorporation to issue up to 40,000,000 shares of Common Stock, par value $0.01
per share. Of such amount, as of February 14, 1997, there were 10,570,944
shares of Common Stock issued and outstanding and no shares were held by First
Equity Properties, Inc. as treasury stock.
ITEM 4. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Outstanding Shares; Reservations
First Equity Properties, Inc.'s authorized capital stock consists of
40,000,000 shares of Common Stock, par value $0.01 per share and 5,000,000
shares of Preferred Stock, par value $0.01 per share. The Board of Directors
of First Equity Properties, Inc. (the "Company") has the authority to fix or
establish by resolution the voting power, dividend rate, liquidation preference
and rights and qualifications, limitations or restrictions of any class or
series of Preferred Stock. As of February 14, 1997, no shares of Preferred
Stock were issued and outstanding and no series of such Preferred Stock had
been designated.
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General
The Common Stock has no conversion, redemption, preemptive or
subscription rights. The holders of Common Stock are entitled to share, pro
rata, in accordance with the number of shares held by them, and such dividends
as may be declared, from time to time, by the Board of Directors out of funds
legally available therefor. Any such dividends are payable after all
dividends, current and accrued, shall have been paid or declared and set apart
for payment of any then outstanding shares of various series of Preferred
Stock, to the extent that the Board of Directors shall have directed the
dividends on such Preferred Stock shall be paid or declared and set apart for
payment before payment or setting apart for payment of dividends on the Common
Stock. All shares of Common Stock presently issued and outstanding are fully
paid and nonassessable.
Rights of Liquidation
Upon liquidation, dissolution or winding up of the Company, the
holders of Common Stock are entitled to receive out of the assets of the
Company, after the payment of all debts and liabilities and the amounts of
preference, if any, for each outstanding share of Preferred Stock, all
remaining assets of the Company, pro rata, in proportion to the number of
shares of Common Stock held by them.
Voting Rights
Each share of Common Stock is entitled to one vote for all purposes in
all matters submitted to the stockholders. Cumulative voting in the election
of directors is not authorized by the Articles of Incorporation by the Company.
Similarly, there is no redemption rights, sinking fund provision or right of
conversion with respect to the Common Stock and the holders of Common Stock do
not have any preemptive rights to acquire additional shares of Common Stock.
Board of Directors
The Articles of Incorporation of the Company sets the initial number
of directors at three. The exact number of directors may be fixed or changed
by the affirmative vote of a majority of the entire Board of Directors, from
time to time, within the limits set by the Articles of Incorporation which are
that the Board of Directors shall consist of not fewer than one nor more than
15 directors. Any vacancy on the Board of Directors may be filled by a vote of
the majority of the directors then in office or by a sole remaining director.
Directors are to be elected annually by a plurality of the votes at a meeting
called for that purpose. However, under Article Eleventh of the Articles of
Incorporation, each director of the Board may be removed only by the
affirmative vote of the holders of not less than two-thirds of the outstanding
stock then entitled to vote for the election of such director.
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Article Seventeenth of the Articles of Incorporation (the "Bylaw
Amendment Provision") expressly authorizes the Nevada Corporation's Board of
Directors to make, adopt, alter, amend, change or repeal the Nevada
Corporation's Bylaws. The Bylaw Amendment Provision further states that the
stockholders of First Equity Properties, Inc. may not make, adopt, alter,
amend, change or repeal the Bylaws except upon the affirmative vote of the
holders of not less than 66-2/3% of the outstanding stock then entitled to vote
thereon. This super majority provision could enable the holders of only 34% of
the Common Stock to prevent other holders of the Common Stock who do not
approve of certain provisions of the Bylaws from amending or repealing such
provisions. The provision would prevent a purchaser who acquires a majority of
the shares of the Common Stock from adopting Bylaws that are not in the best
interest of the minority stockholders or repealing Bylaws that are in such
stockholders' interest. Article Seventeenth of the Articles of Incorporation
also requires the affirmative vote of at least 66-23% of the voting Common
Stock to alter, amend or repeal the Bylaw Amendment Provision and certain other
provisions unless a majority of the members of the Board of Directors approves
such alteration, amendment or repeal. Such "super majority" provisions may
make it more difficult for stockholders to make changes in the Articles of
Incorporation, including changes designed to enable holders of a majority of
the Common Stock to obtain control over the corporation.
ITEM 5. FINANCIAL STATEMENTS AND EXHIBITS.
(b) Exhibits. The following are filed herewith as exhibits or
incorporated by reference as indicated below:
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Exhibit
Designation Description of Exhibit
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2.1 Plan of Reorganization (as modified) dated March 22, 1996
(incorporation by reference is made by Exhibit 2.1 to Form 8-K
of First Equity Properties, Inc. for event reported June 19,
1996).
2.2 First Amended Disclosure Statement (as modified) dated March 22,
1996 (incorporation by reference is made to Exhibit 2.2 to Form
8-K of First Equity Properties, Inc. for event reported June 19,
1996).
2.3 Order Confirming Plan of Reorganization dated May 15, 1996 entered
May 20, 1996 (incorporation by reference is made to Exhibit 2.3 to
Form 8-K of First Equity Properties, Inc. for event reported June
19, 1996).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this application for registration
to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: March 18, 1997 FIRST EQUITY PROPERTIES, INC.
By: /s/ F. TERRY SHUMATE
---------------------------------
F. Terry Shumate,
Secretary and Treasurer
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Exhibit
Designation Description of Exhibit
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2.4 First Modification to Plan of Reorganization (as modified) dated
October 29, 1996 (incorporation by reference is made to Exhibit
2.4 to Form 8-K of First Equity Properties, Inc. for event
reported June 19, 1996).
2.5 Ex parte Order approving modification to Plan of Reorganization
(as modified) entered October 29, 1996 (incorporation by reference
is made to Exhibit 2.5 to Form 8-K of First Equity Properties,
Inc. for event reported June 19, 1996).
2.6 Certificate of the Substantial Consummation dated January 21, 1997
(incorporation by reference is made to Exhibit 2.6 to Form 8-K of
First Equity Properties, Inc. for event reported June 19, 1996).
2.7 Final Decree issued by the Court on February 11, 1997
(incorporation by reference is made to Exhibit 2.7 to Form 8-K of
First Equity Properties, Inc. for event reported June 19, 1996).
3.1 Articles of Incorporation of Wespac Property Corporation as filed
with and endorsed by the Secretary of State of California on
December 16, 1996 (incorporation by reference is made to Exhibit
3.1 to Form 8-K of First Equity Properties, Inc. for event
reported June 19, 1996).
3.2 Articles of Incorporation of First Equity Properties, Inc. filed
with and approved by the Secretary of State of Nevada on December
19, 1996 (incorporation by reference is made to Exhibit 3.2 to
Form 8-K of First Equity Properties, Inc. for event reported June
19, 1996).
3.3 Bylaws of First Equity Properties, Inc. as adopted December 20,
1996 (incorporation by reference is made to Exhibit 3.3 to Form
8-K of First Equity Properties, Inc. for event reported June 19,
1996).
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Exhibit
Designation Description of Exhibit
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3.4 Agreement and Plan of Merger of Wespac Property Corporation and
First Equity Properties, Inc. dated December 23, 1996
(incorporation by reference is made to Exhibit 3.4 to Form 8-K of
First Equity Properties, Inc. for event reported June 19, 1996).
3.5 Articles of Merger of Wespac Property Corporation into First
Equity Properties, Inc. as filed with and approved with the
Secretary of State in Nevada December 24, 1996 (incorporation by
reference is made to Exhibit 3.5 to Form 8-K of First Equity
Properties, Inc. for event reported June 19, 1996).
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