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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of Earliest Event Reported) FEBRUARY 12, 1996
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THE ARLEN CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
NEW YORK
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(State or Other Jurisdiction of Incorporation)
1-6675 13-2668657
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(Commission File Number) (IRS Employer
Identification No.)
505 EIGHTH AVENUE, NEW YORK, NEW YORK 10018
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(Address of Principal Executive Offices) (Zip Code)
(212) 736-8100
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(Registrant's Telephone Number, Including Area Code)
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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 February 12, 1996, the Registrant acquired, for $5,000, certain
non-negotiable promissory notes (the "Mortgage Notes") having a face amount of
$125 million and an outstanding indebtedness as of December 28, 1995 of
approximately $146 million. The Mortgage Notes, which are secured by a parcel
of land on White Plains Road, Bronx, New York, were acquired pursuant to
the Registrant's Forbearance Agreement dated as of January 5, 1996 (the
"Forbearance Agreement"), which has been previously reported in the
Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended
November 30, 1995 (as such report was amended on Form 10-Q/A-1, the "November
10-Q") and the Registrant's Current Report on Form 8-K dated February 20, 1996
(the "February 8-K"). Approximately $124 million of the currently-outstanding
indebtedness under the Mortgage Notes (plus interest accruing at the rate of
6.19% per annum) has been personally assumed by the Registrant's Chairman of
the Board (as to 72% of such indebtedness) and members or trusts for the
benefit of members of the family of a deceased former director and officer of
the Registrant (as to 28% of such indebtedness).
Under the Forbearance Agreement, the Registrant may not sell,
transfer, encumber or otherwise dispose of the Mortgage Notes except for a
permitted pledge thereof to the holders of the Registrant's 5-1/4% Subordinated
Notes (the "Arlen Notes"). No payments of either principal or interest are
required under the Mortgage Notes until their maturity date, which is December
28, 2034, prior to which time the Arlen Notes will have become due and payable.
The outstanding indebtedness under the Arlen Notes was approximately $124
million as of November 30, 1995.
Reference is made to the November 10-Q and the February 8-K for
further information regarding the Forbearance Agreement and certain other
transactions provided for pursuant thereto which have benefited, or may in the
future benefit, the Registrant.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(B) PRO FORMA FINANCIAL INFORMATION:
It is impractical for the Registrant to provide at this time pro
forma financial information reflecting the effect of the transaction described
above in Item 2. To the extent that such pro forma financial information may be
required, the Registrant expects to file such information on or before April
22, 1996.
(C) EXHIBITS:
The following Exhibit is incorporated by reference into this
Report:
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
10.15 Forbearance Agreement dated as of January 5, 1996 among the Registrant,
Rucon, Mataponi and the holders of the 5-1/4% Notes by their agent, Arthur
G. Cohen, or their substitute agent, Mataponi, incorporated by reference to
Exhibit 10.15 to the Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended November 30, 1995.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
THE ARLEN CORPORATION
(Registrant)
By: /s/ Allan J. Marrus
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Allan J. Marrus, President
Dated: February 26, 1996
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