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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
JUNE 30, 2000
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(Date of Report - date of earliest event reported)
STONEHAVEN REALTY TRUST
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(Exact name of registrant as specified in charter)
MARYLAND 0-25074 39-6594066
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(State or other jurisdiction of (Commission File No.) (IRS Employer
incorporation or organization) Identification No.)
4101 DALHBERG DRIVE, GOLDEN VALLEY, MINNESOTA 55422
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(Address of principal executive offices)
(763) 398-1100
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(Registrant's telephone number, including area code)
2550 UNIVERSITY AVENUE WEST, SUITE 240
ST. PAUL, MINNESOTA 55114
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(Former Name and Address)
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Item 1 and Items 3, 4, 6, and 8 are not applicable and are therefore omitted.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 30, 2000, Stonehaven Realty Trust (the "Company") transferred and
sold to Wellington Management Corporation ("WMC"), a related party, the
Company's entire interest in Lake Pointe Apartment Homes, Inc., a Wisconsin
corporation and wholly-owned subsidiary of the Company ("Lake Pointe") and
the Company's entire interest in Highlander Acquisition Company, LLC, a
Wisconsin limited liability company ("Highlander") in exchange for 95,000
shares of the Company's Class B Junior Cumulative Convertible Preferred
Shares (the "Class B Preferred Shares") owned by WMC (the "Exchange"). The
Class B Preferred Shares were issued in 1999 for a value of $10.00 per share.
In connection with the Exchange, WMC assumed the mortgage debt totaling
approximately $2.7 million associated with Lake Pointe, the listing agreement
between the Company and WMC's affiliate, WMC Realty, Inc. ("WRI") was
terminated and no brokerage commission was paid to WRI.
Lake Pointe and Highlander own properties in Schofield, Wisconsin and Des
Moines, Iowa, respectively, comprised of 72 and 154 residential units,
respectively.
After giving effect to the Exchange, WMC continues to be a shareholder of
the Company owning common shares.
ITEM 5. OTHER EVENTS.
Further, in connection with the Exchange, Arnold K. Leas resigned as the
Chairman of the Board of Trustees of the Company and Robert F. Rice entered
into a Separation Agreement with the Company. Mr. Leas is President and Chief
Executive Officer and a shareholder of WMC. Mr. Leas continues to be a
shareholder of the Company and holds options to purchase common shares of the
Company. Pursuant to the Separation Agreement, Mr. Rice resigned as Secretary
and Trustee of the Company, was paid a severance payment of $40,000, and
retained rights to hold options to purchase common shares of the Company. Mr.
Rice also continues to be a shareholder of the Company.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements - Not applicable
(b) Pro Form Financial Statements - Not applicable
(c) Exhibits
Exhibit Description
Number
10.1 Stock Exchange Agreement between the Company and WMC effective
June 30, 2000
10.2 Separation Agreement between the Company and Robert F. Rice
effective June 30, 2000
10.3 Resignation of Arnold K. Leas
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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, thereunto duly authorized.
Dated: July 14, 2000
STONEHAVEN REALTY TRUST
By: /s/ Duane H. Lund
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Duane H. Lund, Chief Executive Officer
