FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Current Report Pursuant to Section 13 or 15(d) of
the Securities Act of 1934
WELLINGTON PROPERTIES TRUST
(Exact name of registrant as specified in its charter)
Maryland 33-82888C 39-6594066
(State of (Commission File Number) (IRS Employer
Incorporation) Identification Number)
18650 W. Corporate Drive, Suite 300
P.O. Box 0919
Brookfield, Wisconsin 53008-0919
(414)792-8900
(Address of principal executive offices)
Registrant's telephone number, including area code: (414) 792-8900
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ITEM 5. OTHER EVENTS
On June 10, 1998, Wellington Properties Trust, a Maryland Real Estate Investment
Trust (the "Company"), announced that the Company's Board of Trustees had
approved an agreement in principal to merge American REal Estate Equities, LLC
("AREE") into the Company. The press release issued on June 10, 1998 by the
Company is attached hereto as Exhibit 99.1. The "merger" described in the press
release is currently proposed to be structured instead as a substantial asset
acquisition by the Company from AREE. The consummation of the transaction will
be subject to the satisfaction of numerous conditions, including, without
limitation, obtaining the approval of the shareholders of the Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press release issued by the Company on June 10, 1998
announcing an agreement in principal for the merger of American
Real Estate Equities, LLC into the Company.
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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.
WELLINGTON PROPERTIES TRUST,
a Maryland Real Estate Investment Trust
By: /s/Arnold K. Leas
Name: Arnold K. Leas
Title: Chief Executive Officer
Date: June 30, 1998
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EXHIBIT 99.1
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NEWS RELEASE
For additional information contact:
Robert F. Rice
(414) 792-8900
For Immediate Release
WELLINGTON PROPERTIES TRUST ("WLPT") ANNOUNCES MERGER PLANS
BROOKFIELD, WI, June 10, 1998--Wellington Properties Trust (NASDAQ: WLPT),
Arnold K. Leas, Chairman and Chief Executive Officer of Wellington Properties
Trust announced that the WLPT Board of Trustees has approved an agreement in
principal to merge American Real Estate Equities, LLC ("AREE") into WLPT. Leas
said "this merger will provide WLPT with the opportunity to expand and grow
nationally."
AREE's principals are Paul T. Lambers, Duane H. Lund and Steven B. Hoyt. The
principals have extensive public and private real estate experience and will
play an active role in the growth of WLPT.
The Trust will submit the merger plan for shareholder approval. The transaction
is expected to be completed during the third quarter of this year.
Certain matters discussed within this press release may be deemed to be forward
looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Although Wellington Properties Trust believes the
expectations reflected in such forward looking statements are based on
reasonable assumptions, it can give no assurance that its expectations will be
attained. Factors that could cause actual results to differ materially from
Wellington's expectations include changes in local or national economic or real
estate conditions and other risks detailed from time to time in the Company's
SEC reports and filings, incluidngs its S-1 and S-11 Registration Statements
as well as its annual report on Form 10-K, quarterly reports on Form 10-Q and
periodic reports on Form 8-K. The Company assumes no obligation to update or
supplement forward looking statements that become untrue because of subsequent
events.
