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 24, 1997
MILESTONE PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-10641 65-0158204
(Commission File Number) (IRS Employer Identification Number)
150 East Palmetto Park Road, 4th Floor, Boca Raton, FL 33432
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (561) 394-9533
5200 Town Center Circle, Boca Raton, FL 33486
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
Milestone Properties, Inc., a Delaware corporation (the "Registrant"),
entered into an agreement (the "SGSC Agreement") on January 9, 1998, effective
as of December 24, 1997, with Societe Generale Securities Corporation ("SGSC")
pursuant to which the Registrant retained SGSC to act as a financial advisor to
the Registrant and two of its affiliates, Washington General, Inc. and Madison
Mortgage Co., Inc. (together, the "Partners"), in connection with a transaction
(a "Transaction") involving the proposed sale by the Partners of certain
shopping center properties and the proposed sale by the Registrant of certain of
its fee properties. The shopping center properties to be sold by Washington
General are subject to wrap mortgages held by the Registrant which would need to
be released prior to the consummation of a Transaction. The fee properties to be
sold and the wrap mortgage debt to be repaid in connection with a Transaction
could represent a substantial portion of the Registrant's real estate related
assets.
If a Transaction is consummated during the term of SGSC's engagement,
or if, within 12 months after the termination of the SGSC Agreement, a
definitive agreement for a Transaction is executed and consummated thereafter,
the Registrant and the Partners shall pay a success fee to SGSC in proportion to
the purchase price (including the assumption and repayment of wrap mortgage
debt) paid to the Registrant and the Partners.
The Registrant has also agreed (i) to indemnify SGSC and its directors,
officers, employees and agents against certain liabilities to which they may be
subject arising out of a Transaction or SGSC's performance of its services,
including liabilities under the Federal securities laws and (ii) to reimburse
SGSC for its reasonable out-of-pocket expenses incurred in connection with the
performance of its services.
Neither the Registrant nor the Partners has entered into any
commitment, agreement or understanding with any prospective purchaser with
respect to a Transaction, and there can be no assurance that SGSC will be able
to identify suitable candidates to undertake a Transaction, or that if
identified, the Company and the Partners will be able to consummate a
Transaction on terms acceptable to them.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
1. Milestone Properties, Inc. Press Release, dated January 15,
1998.
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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 hereunto duly authorized.
MILESTONE PROPERTIES, INC.
By: /s/ Patrick S Kirse
Name: Patrick S Kirse
Title: Vice President of
Accounting and Controller
Date: January 15, 1998
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EXHIBIT INDEX
Exhibit DESCRIPTION
99 Milestone Properties, Inc. Press
Release, dated January 15, 1998.
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Exhibit 99
Contact: Karen Renza
Director of Stockholder Services
Tel: (561) 394-9533
Fax: (561) 392-8311
FOR IMMEDIATE RELEASE
January 15, 1998 Boca Raton, Florida -- Milestone Properties, Inc. (NYSE:
MPI/MPI PRA) announced today that the Company entered into an agreement on
January 9, 1998 with Societe Generale Securities Corporation (SGSC) pursuant to
which SGSC was retained as a financial advisor to the Company and two of its
affiliates, Washington General, Inc. and Madison Mortgage Co., Inc., in
connection with the proposed sale by such affiliates of certain shopping center
properties and the proposed sale by the Company of certain of its fee
properties. The shopping center properties to be sold by Washington General are
subject to wrap mortgages held by the Company which would need to be released
prior to the sale of the properties. The fee properties to be sold and the wrap
mortgage debt to be repaid in connection with such a transaction represent a
substantial portion of the Company's real estate related assets. Neither the
Company nor its affiliates currently has any understanding, commitment or
agreement with any purchasers with respect to any such transaction, and no
assurance can be given that the properties will be sold on terms satisfactory to
the Company and its affiliates.
The Company, directly and through its wholly owned subsidiaries, is engaged in
the business of owning, acquiring, managing, developing and investing in real
estate and real estate related assets.
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