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) July 1, 1998
STAMFORD TOWERS LIMITED PARTNERSHIP
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AND
STAMFORD TOWERS DEPOSITARY CORP.
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Exact Name of Registrant as Specified in its Charter
Stamford Towers Limited Partnership
is a Delaware limited partnership 0-16991 13-3392080
Stamford Towers Depository Corp.
is a Delaware corporation 0-16991 13-3392081
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State or Other Jurisdiction Commission I.R.S. Employer
of Incorporation or Organization File Number Identification No.
3 World Financial Center, 29th Floor,
New York, NY Attn.: Andre Anderson 10285
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Address of Principal Executive Offices Zip Code
Registrant's telephone number, including area code (212) 526-3183
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 1, 1998, Stamford Towers Limited Partnership (the "Partnership"),
consummated the sale of its property, Stamford Towers, to Reckson Operating
Partnership, L.P. (the "Buyer"), a Delaware limited partnership unaffiliated
with the Partnership. Pursuant to the terms of a Purchase Agreement dated
March 17, 1998, the Buyer acquired Stamford Towers for consideration in the
amount of $61,315,000 in cash (the "Sale"). The Sale was subject to the
satisfaction of certain conditions, including the right of Limited Partners
holding a majority of limited partnership interests to disapprove of the Sale.
On May 1, 1998, an information statement was mailed via certified mail to the
Limited Partners detailing the proposed Sale and the estimated distribution of
net sales proceeds by the Partnership, as well as Limited Partners' rights to
disapprove the Sale pursuant to the terms of the Partnership Agreement. A
majority of Limited Partners did not disapprove, and the Sale was consummated
on July 1, 1998.
As a result of the Sale, the Partnership is expected to make one or more
liquidating distributions to its Limited Partners, and after satisfying all
liabilities and obligations and establishing a reserve for contingencies, the
Partnership will dissolve.
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.
STAMFORD TOWERS LIMITED PARTNERSHIP
STAMFORD TOWERS DEPOSITARY CORP.
BY: STAMFORD TOWERS, INC.
General Partner
Date: July 10, 1998 BY: /s/Michael T. Marron
Name: Michael T. Marron
Title: President and Chief Financial Officer
