SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K/A
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
KONOVER PROPERTY TRUST, INC.
(Exact name of registrant as specified in its charter)
MARYLAND (001-11998) 561819372
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
11000 REGENCY PARKWAY, SUITE 300
CARY, NORTH CAROLINA 27511
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (919) 462-8787
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Item 1(a): Changes in Control of Registrant
On September 29, 1998, the Company sold 10,526,316 shares of Common
Stock to Prometheus Southeast Retail, LLC (the "Investor"). This was the final
sale under the terms of its Stock Purchase Agreement with the Investor. The
prior sales were as follows:
March 23, 1998 2,350,000 shares
August 10, 1998 2,913,157 shares
August 28, 1998 5,263,159 shares
All issuances were at $9.50 per share for an aggregate purchase price
of $200 million . As a result of the purchases, as of October 12, 1998, the
Investor owned approximately 67.5% of the Company's outstanding Common Stock.
The Company believes that the Investor used its own funds for the
purchase. In addition to the Investor's ownership interest in the Company, the
Investor also has three nominees on the Board, certain preemptive rights and
other contractual rights regarding the Company's affairs. The transaction is
described in detail in the Company's definitive proxy statement filed on
Schedule 14A with the Securities and Exchange Commission on July 7, 1998. The
information set forth therein under the caption "Proposal Two: Approval of the
Transaction" is hereby incorporated herein by reference. The transaction was
approved by the Company's stockholders on August 5, 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.
KONOVER PROPERTY TRUST, INC.
Date: October 13, 1998 By: /s/ Patrick M. Miniutti
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Name: Patrick M. Miniutti
Title: Executive Vice President and
Chief Financial Officer
