SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
AUGUST 2, 1999
WEITZER HOMEBUILDERS INCORPORATED
(Exact Name of Registrant as Specified in Chartor)
FLORIDA 0-25850 65-0502494
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
7270 N.W. 12TH STREET, SUITE 410
MIAMI, FLORIDA 33126
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (305) 599-8100
N/A
(Former or Former Address; if Changed Since Last Report)
5901 N.W. 151ST STREET
SUITE 120
MIAMI LAKES, FLORIDA 33014-2428
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On August 2, 1999, Century Partners Group, Ltd. ("Century"), a
Florida limited partnership, acquired control of Weitzer Homebuilders
Incorporated ("Weitzer"). Century purchased an aggregate of 8,855,000 shares of
Class A and Class B Common Stock from Chai Capital Ltd. ("Chai"), Weitzer's
principal shareholder. Century paid Chai $10,000,000 consisting of $5,000,000 in
cash and a $5,000,000 short-term promissory note secured by irrevocable letters
of credit.
As part of the same transaction, Century acquired options to
purchase 22,123,893 shares of Weitzer's Class A Common Stock (the "Options")
directly from Weitzer in consideration of $1,130,998 which Century paid to
Weitzer at the closing. The Options are exercisable at any time until they
expire as follows:
NO. OF OPTIONS EXPIRATION DATE
- -------------- ---------------
12,123,893 September 2, 1999
5,000,000 November 2, 1999
5,000,000 February 2, 2000
The Option Agreement provides that Century may exercise the
Options by paying Weitzer either cash or conveying to Weitzer real estate assets
and/or partnership interests owned by Century having a fair market value equal
to the exercise price of the Options then being exercised. As a result of
issuance of the Options, Century beneficially owns 88.7% of Weitzer's
outstanding capital stock.
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At the closing, two of Weitzer's five directors resigned, the
board of directors was expanded to six persons and, at the request of Century,
Weitzer appointed Sergio Pino, Armando Guerra and Jose Cancela to its board of
directors. The principal officers of Weitzer resigned at the closing and the
following new officers were appointed at the request of Century:
PERSON OFFICES
- ------ -------
Sergio Pino President and Chief Executive Officer
Emiliano de la Fuente, Jr. Vice President of Finance and Treasurer
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
<PAGE>
Exhibit 10.1 - Stock Purchase Agreement, by and among Weitzer
Homebuilders, Inc., Century Partners Group, Ltd. and Chai Capital Ltd., dated as
of June 22, 1999 contained in Report on Form 8-K filed by Weitzer on July 6,
1999 is incorporated by reference.
Exhibit 10.3 - Amendment dated as of July 28, 1999, to Stock Purchase
Agreement, by and among Weitzer Homebuilders Incorporated, Century Partners
Group, Ltd. and Chai Capital Ltd., contained in Report on Form 8-k filed on July
29, 1999 is incorporated by reference.
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.
WEITZER HOMEBUILDERS INCORPORATED
By: /s/ Sergio Pino
---------------------------------------
Sergio Pino, President
August 17, 1999
