SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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 561819372
(State or Other Jurisdict [001-11998] (I.R.S. Employer
of Incorporation) (Commission File Number) 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
Not Applicable
(Former Name or Former Address if Changed Since Last Report)
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Item 1(a): Changes in Control of Registrant
On August 28, 1998, the Company sold 5,263,159 shares of Common Stock to
Prometheus Southeast Retail, LLC ("PSR"). This follows previous issuances to PSR
of 2,913,157 and 2,350,000 shares of Common Stock on March 23, 1998 and August
10, 1998, respectively. All issuances were at $9.50 per share for an aggregate
purchase price of approximately $100 million. As a result of the purchases, as
of September 10, 1998, PSR owned approximately 50% of the Company's outstanding
Common Stock. In addition, the Company intends to issue another 10,526,316
shares to PSR, for aggregate consideration of $100 million, by the end of
September, 1998, pursuant to the terms of its Stock Purchase Agreement with PSR.
Assuming no other changes in the number of shares of the Company's outstanding
Common Stock, PSR would then own 67% of the outstanding Common Stock.
The Company believes that PSR used its own funds for the purchase. In
addition to PSR's ownership interest in the Company, PSR 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: September 14, 1998 By: /s/ Patrick M. Miniutti
_________________________________
Name: Patrick M. Miniutti
Title: Executive Vice President and
Chief Financial Officer
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