<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) February 1, 1996.
REGENCY AFFILIATES, INC.
----------------------------------------------------------------
(Exact Name Of Registrant As Specified In Its Charter)
DELAWARE 1-7949 72-0888772
- -------------------------------- ----------- ----------------------
(State Or Other Jurisdiction Of (Commission (IRS Employer
Incorporation Or Organization) File No.) Identification No.)
10842 OLD MILL ROAD, #5
OMAHA, NEBRASKA 68154
- ------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(402) 330-7460
- ------------------------------------------------------------------------------
Registrant's Telephone Number, Including Area Code:
Not Applicable
- ------------------------------------------------------------------------------
(Former Name Or Former Address, If Changed Since Last Report.)
<PAGE> 2
ITEM 1. CHANGES AND CONTROL OF REGISTRANT
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN THE REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
See attached press release.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Not applicable.
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
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 duly authorized Officer.
REGENCY AFFILIATES, INC.
2/9/96 By: /s/ G. K. Nuttall
- ------------------- -------------------------------
Date Its: President
<PAGE> 3
PRESS RELEASE FROM REGENCY AFFILIATES, INC. (NASDAQ: RAFF)
Release Date: February 1, 1996
Subject: Appointment of a New President, CEO and Director
Contact: Gary K. Nuttall (708) 690-8684
Regency Affiliates, Inc. ("Regency" or the "Company") is pleased to announce the
appointment of Gary K. Nuttall as President and Chief Executive Officer of the
Company. Mr. Nuttall was also appointed as a member of the Board of Directors
of the Company to fill a vacancy on the Board.
In 1994, Mr. Nuttall, in his capacity as President of G-BAN Inc., an Illinois
Corporation that is an investment financial advisory service company,
represented Regency in the purchase of an interest in the Security Land and
Development Company Limited Partnership ("Security Land").
Security Land owns a property located in Woodlawn, Maryland, a suburb of
Baltimore, Maryland (the "Property"). The Property has 840,000 gross square
feet, 717,011 GSA "Net Usable Area", on a 34 acre site. The Property is 100
percent leased to the General Services Administration of the Federal Government
(the "GSA"), and is occupied by the Social Security Administration ("SSA") -
Disabilities Claims Division.
As a result of a renegotiation of the lease of the Property, Security Land was
able to place $56.45 million in public debt, which debt is fuly amortized by
November 1, 2003, the end of the lease. This debt was rated AA+ by Standard &
Poor's.
Regency's interest in Security Land entitles Regency to 95 percent of operating
cash flow distributions until October 31, 2003 and 50 percent thereafter.
Further, Regency is entitled to 100 percent of the net cash flow generated by
Security Land from the sale or refinancing of the Property up to approximately
$40 million, and smaller amounts thereafter. Regency can force the sale of the
Property after December 31, 2004.
Mr. Nuttall founded and was, until January, 1994, a Managing Director and,
through a Sub-Chapter S company, a co-Managing Partner of Cornerstone Financial
Advisors Limited Partnership ("Cornerstone"). Cornerstone provides financial
advisory services to corporate investors in structuring, placing, negotiating
and closing tax-oriented financings of equipment, facility and real estate
assets. In the three and one-half years to December, 1993, Cornerstone
completed financings of assets with a total cost of over $1.2 billion.
Prior to forming Cornerstone, Mr. Nuttall was an officer of the Deerpath Group,
Inc. ("Deerpath" or the "Company") for 14 years and, in the last years of his
employment, was a Managing Director and member of the Company's Management and
Investment Committees. Mr. Nuttall developed a number of Deerpath's innovative
financings, including Deerpath's "joint venture" and "master lease" programs
which resulted in asset financings totaling approximately $3.0 billion in the
five years ending 1990. A large part of Mr. Nuttall's time in the last 10 years
has been spent in structuring, negotiating and closing real estate financings;
properties financed include office, warehouse, retail and manufacturing
facilities.
<PAGE> 4
Mr. Nuttall, age 49, was born, raised and primarily educated in New Zealand
where he received a Bachelor of Commerce and Administration degree from
Victoria University of Wellington and qualifed as a Chartered Accountant, the
equivalent of the U.S. C.P.A.
As an inducement for Mr. Nuttall to enter into an Employment Agreement with the
Company, the Company has agreed to issue Mr. Nuttall 466,667 shares of Common
Stock of the Company, which shares will be restricted under the Securities and
Exchange Commission Rule 144. Mr. Nuttall will also be granted the right to
purchase up to 450,000 of the Company's Common Shares; these shares are to be
issued at the rate of 100,000 shares of Regency's Common Stock for each $.03
increase in the book value of each of the Company's outstanding shares of
Common Stock. The calculation of the book value per share of Common Stock
will exclude the effect of the increase in the Company's book value per
share from its investment in the Security Land partnership and the interest
cost of any debt secured by this investment. This grant is made under the
Company's 1988 Incentive Stock Option Plan.
Regency's Common Stock is traded in the Bulletin Board of NASDAQ under the
symbol RAFF.
