-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ktp0gUkut5MBbbHKs8XiAAwPKFjhJwJMU8IzNLG4bONOWrkdU/DCxBmHGDGRVopX bgpgzXJ4eagTZigUbWeJZQ== 0000910643-00-000033.txt : 20000302 0000910643-00-000033.hdr.sgml : 20000302 ACCESSION NUMBER: 0000910643-00-000033 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000229 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000229 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WELLSFORD REAL PROPERTIES INC CENTRAL INDEX KEY: 0001038222 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 133926898 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-12917 FILM NUMBER: 557823 BUSINESS ADDRESS: STREET 1: 535 MADISON AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212)838-3400 MAIL ADDRESS: STREET 1: 535 MADISON AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 8-K 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 29, 2000 (February 25, 2000) ---------------------- Wellsford Real Properties, Inc. - ----------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Maryland 1-12917 13-3926898 - ----------------------------------------------------------------------- (State or Other (Commission (IRS Employer Jurisdiction of File Number) Identification No.) Incorporation) 535 Madison Avenue, New York, New York 10020 10022 - ----------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code) (212) 838-3400 - --------------------------------------------------------------------------- - --------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events On February 25, 2000, Wellsford Real Properties, Inc., a Maryland corporation ("Wellsford"), repurchased 2,573,632 shares of its outstanding common stock from an institutional investor at $8.00 per share, for total consideration of approximately $20.6 million from cash on hand. In completing this transaction, Wellsford has repurchased approximately 4 million shares over the last four months, reducing the total outstanding shares of Wellsford common stock by approximately 20% to approximately 16.6 million shares. Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits. (c) Exhibits 99.1 Press Release. 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. Date February 29, 2000 WELLSFORD REAL PROPERTIES, INC. By: /s/ Edward Lowenthal --------------------------- Name: Edward Lowenthal Title: President EX-99.1 2 FOR IMMEDIATE RELEASE WELLSFORD REAL PROPERTIES, INC. ANNOUNCES REPURCHASE OF 2.6 MILLION OF ITS OUTSTANDING SHARES NEW YORK, February 28, 2000 -- Wellsford Real Properties, Inc. (AMEX: WRP) today announced that it has repurchased approximately 2.6 million shares of its outstanding common stock from an institutional investor. The shares were repurchased at $8 per share, for total consideration of $20.6 million from cash on hand. Jeffrey H. Lynford, Chairman of the Company stated, "Over the last four months the Company has repurchased approximately 4 million shares, reducing our total outstanding shares by 20% to 16.6 million shares. Based on our most recently released financials as of September 30, 1999, these repurchases have increased pro forma book value per share by approximately $.85 per share to $12.45 per share." Certain statements in this press release constitute "forward-looking statements" under federal securities laws and involve known and unknown risks, uncertainties and other factors which may cause the actual results to be materially different from any future results implied by such forward- looking statements. Such factors include, among others, general economic and business conditions, developmental risks, construction and lease-up delays and cost overruns, inability to comply with local zoning and other laws, environmental matters, demand by prospective tenants, defaults by tenants, lower than anticipated rents, availability of and cost of other properties and financing, and competition. Wellsford Real Property is a real estate merchant banking firm headquartered in New York City, which acquires, finances, develops and operates real properties and organizes and invests in private and public real estate companies. Press Contact: Jeffrey H. Lynford Chairman Wellsford Real Properties, Inc. (212) 838-3400 -----END PRIVACY-ENHANCED MESSAGE-----