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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) March 23, 1998 (March
23, 1998) ---------------------
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KRANZCO REALTY TRUST
(Exact Name of Registrant as Specified in Charter)
Maryland 1-11478 23-2691327
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
128 Fayette Street, Conshohocken, Pennsylvania 19428
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (610) 941-9292
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
Kranzco Realty Trust (NYSE:KRT) ("Kranzco"), a Maryland real estate
investment trust, and New America Network, Inc., which conducts business
under the name New America International "NAI", the nation's largest
privately held affiliation of commercial real estate brokerage and related
services firms, have executed a letter of intent to enter into a strategic
alliance that will recapitalize NAI as a public company, of which Kranzco
will own 9.8 percent. The alliance also provides for a long-term
cooperative agreement under which the two companies will collaborate in
developing new opportunities and revenue streams for each other from real
estate brokerage and related services, but will otherwise remain
independent.
NAI's recapitalization will occur in two stages. First, Kranzco will
conduct an exchange offer for 80 percent of the outstanding common stock,
par value $.01 per share (the "Common Stock"), of NAI. In exchange for the
Common Stock, Kranzco will issue convertible subordinated notes, which are
convertible into common shares of beneficial interest of Kranzco.
In the second stage, Kranzco will spin off approximately 88 percent of
its shares of NAI Common Stock, estimated to be approximately 12 million
shares, or 70.2 percent of all outstanding shares of NAI, to Kranzco's
shareholders on a one-for-one basis. In conjunction with the spinoff, NAI
will issue rights to all of its then shareholders on a one-for-one basis,
exercisable for 30 days, to acquire additional shares of Common Stock.
Upon completion of the recapitalization, Kranzco will own
approximately 9.8 percent of the shares of NAI, Kranzco shareholders will
own approximately 70.2 percent and the current stockholders of NAI will own
approximately 20 percent. NAI intends to apply to list its common shares
on NASDAQ or the OTC Bulletin Board.
Upon completion of the exchange offer, the board of directors of NAI
will be reconstituted to include seven members representing both Kranzco
and NAI. Norman M. Kranzdorf will serve as chairman, but management at NAI
is expected to remain unchanged under the direction of Gerald Finn,
Chief Executive Officer and Jeffrey Finn, Chief Operating Officer.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: March 23, 1998
KRANZCO REALTY TRUST
By: /s/ Norman M. Kranzdorf
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Norman M. Kranzdorf
President and
Chief Executive Officer
