-----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, MXObyxGVeHV14n/bTfFErkfnDxN0cfIa2J6ZVBbNaLTmA/Z1E/yRekfMw06bUOLu 7efiD+eK9u8LJTeTUWYOTQ== 0000950138-03-000539.txt : 20031002 0000950138-03-000539.hdr.sgml : 20031002 20031002174104 ACCESSION NUMBER: 0000950138-03-000539 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030930 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031002 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: 1934 Act SEC FILE NUMBER: 001-12917 FILM NUMBER: 03925184 BUSINESS ADDRESS: STREET 1: 535 MADISON AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128383400 MAIL ADDRESS: STREET 1: 535 MADISON AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 8-K 1 oct_8-k.txt WELLSFORD\2003\OCT 8-K - -------------------------------------------------------------------------------- UNITED STATES 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) October 2, 2003 (September 30, 2003) -------------------- Wellsford Real Properties, Inc. - ------------------------------------------------------------------------------ (Exact Name of Registrant as Specified in Charter) Maryland 1-12917 13-3926898 - ------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 535 Madison Avenue, New York, New York 10022 - ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (212) 838-3400 - ------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) - ------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) - ------------------------------------------------------------------------------- Item 5. Other Events. On October 2, 2003, Wellsford Real Properties, Inc. (the "Company") reported that a $25 million mezzanine loan was prepaid on September 30, 2003. Upon prepayment, the Company received a yield maintenance penalty of approximately $4.4 million which will be included in interest revenue for the third quarter 2003. As a result of this prepayment, interest revenue, total revenue and net income for the Company's consolidated statement of operations for the fourth quarter 2003 will be $767,000 less than would otherwise be expected and approximately $3 million less for future annual periods through May 2006. The loan was originated in April 1997 by the Company and a predecessor of Fleet National Bank for $80 million to owners of equity interests in the 1.8 million square foot office building located at 277 Park Avenue in New York City. At that time, the Company advanced $25 million, its share of the $80 million loan. The loan bore interest at 12.00% per annum and was due in May 2007. Item 7. Financial Statements and Exhibits. (c) Exhibits 99.1 Press release issued October 2, 2003 reporting a $25 million mezzanine loan prepayment. 2 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. WELLSFORD REAL PROPERTIES, INC. By: /s/ James J. Burns ---------------------------- James J. Burns Senior Vice President, Chief Financial Officer Date: October 2, 2003 3 EX-99 3 oct_ex99-1.txt EX 99.1 - PRESS RELEASE Exhibit 99.1 Wellsford Real Properties, Inc. 535 Madison Avenue, 26th Floor, New York, NY 10022 212-838-3400 Fax 212-421-7244 FOR IMMEDIATE RELEASE: - ---------------------- WELLSFORD REAL PROPERTIES, INC. $25 MILLION MEZZANINE LOAN PREPAID ---------------------------------- NEW YORK, October 2, 2003--Wellsford Real Properties, Inc. (AMEX: "WRP") reported that a $25 million mezzanine loan was prepaid on September 30, 2003. Upon prepayment, WRP received a yield maintenance penalty of approximately $4.4 million which will be included in interest revenue for the third quarter 2003. As a result of this prepayment, interest revenue, total revenue and net income for WRP's consolidated statement of operations for the fourth quarter 2003 will be $767,000 less than would otherwise be expected and approximately $3 million less for future annual periods through May 2006. The loan was originated in April 1997 by WRP and a predecessor of Fleet National Bank for $80 million to owners of equity interests in the 1.8 million square foot office building located at 277 Park Avenue in New York City. At that time, WRP advanced $25 million, its share of the $80 million loan. The loan bore interest at 12.00% per annum and was due in May 2007. Jeffrey H. Lynford, Chairman of the Board, stated, "This was a profitable investment for WRP, but in this interest rate environment, coupled with the increasing profitability of the building's operations, it was only a matter of time before the borrower sought cheaper financing. WRP's cash is currently approximately $80 million or over $12.00 per share." Wellsford Real Properties, Inc. is a real estate merchant banking firm organized in 1997 and headquartered in New York City which acquires, develops, finances and operates real estate properties and organizes and invests in private and public real estate companies. This press release may contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company or industry results to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Therefore, actual results could differ materially from those projected in such statements. Press Contact: Mark P. Cantaluppi Wellsford Real Properties, Inc. Vice President, Chief Accounting Officer & Director of Investor Relations (212) 838-3400 -----END PRIVACY-ENHANCED MESSAGE-----