Arizona Land Income Corp (Other) (8-K)
13 Novembre 2007 - 1:57PM
Edgar (US Regulatory)
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): November 13, 2007 (November 9 , 2007)
ARIZONA LAND INCOME CORPORATION
(Exact name of registrant as specified in its charter)
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Arizona
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1-9900
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86-0602478
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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29999 North 44th Street, Suite 100, Phoenix, Arizona
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85018
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (602) 952-6800
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
1.01 Entry into a Material Definitive Agreement.
On November 9, 2007, Arizona Land Income Corporation (the Company) and POP Venture, LLC, a
Delaware limited liability company (Pacific Office Contributor) affiliated with The Shidler
Group, entered into an amendment (the Amendment) to their Master Formation and Contribution
Agreement dated as of October 3, 2006 (as previously amended, the Master Agreement). Pursuant to
the Master Agreement, the Company will form an umbrella partnership (the UPREIT) in which the
Company is the sole general partner. Upon consummation of the transactions contemplated by the
Master Agreement (Closing), the UPREIT will acquire ownership interests in up to nine office
properties, which comprise approximately 2.4 million square feet of office space.
The Amendment modifies the Master Agreement to allow the Company to declare a special dividend
to address compliance with annual income distribution requirements for real estate investment
trusts for 2007 and alters the transactions contemplated by the Master Agreement. Pacific Office
Contributors obligation to contribute, as part of the transactions, its 7.5% interest in one
office property has been eliminated, leaving ownership interests in nine properties still to be
contributed. As a result, the gross asset value of the contributed property interests has been
reduced from approximately $568 million to approximately $563 million. Additionally, the parties
agreed to substitute an unsecured promissory note of the UPREIT in the principal amount of $12
million for an equivalent value of the limited partnership units in the UPREIT to be issued to
Pacific Office Contributor in connection with the transactions. It has also been agreed that
capital investments made by Pacific Office Contributor after September 30, 2007 will increase the
aggregate value of its contribution to the UPREIT in the transactions. The increase in the
contribution values from these capital investments and from any lender-required escrows cannot
result in the UPREIT issuing limited partnership units in excess of $151.51 million. The UPREIT
will issue promissory notes in an aggregate principal amount equal to the capital investment costs
for which limited partnership units are not issued.
Under the Amendment, at the time of the consummation of the transactions, the Company will
sell 180,000 shares of common stock, in addition to the previously agreed upon $5 million
subscription, to individuals or entities designated by Pacific Office Contributor at a price of
$7.50 per share, or $1,350,000 in the aggregate. The Company will also grant options to
individuals or entities designated by Pacific Office Contributor to purchase up to 500,000 shares
of common stock at a price of $7.50 per share. The options will only be exercisable for the three
months after the transactions are consummated. The Amendment also allows the common stock of the
Company to be listed on a national securities exchange other than the American Stock Exchange
following the transactions. The parties have also agreed that the option to acquire additional
office proprieties which Pacific Office Contributor will be required to grant to the Company has
been extended to include properties acquired through June 30, 2008.
The foregoing description of the Amendment is qualified in its entirety by reference to the
full text of the Amendment, a copy of which is filed herewith as Exhibit 10.1 and incorporated
herein by reference.
On November 9, 2007, the Company and Pacific Office Contributor also agreed to the Master
Amendment to Contribution Agreements, which is filed as an exhibit to this Current Report on Form
8-K and is incorporated by reference herein.
In connection with the transactions contemplated by the Master Agreement and the other
agreements and instruments described in this Current Report on Form 8-K, the Company will file with
the Securities and Exchange Commission a definitive proxy statement that will be sent to the
Companys shareholders seeking the requisite approval for the transactions contemplated by the
Master Agreement and the other agreements and instruments described in this Current Report on Form
8-K. THE COMPANY URGES INVESTORS AND SECURITY HOLDERS TO READ THE PROXY STATEMENT AND ANY OTHER
RELEVANT DOCUMENTS TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IN CONNECTION WITH THE
PROPOSED TRANSACTIONS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTIONS. At
the appropriate time, shareholders will be able to obtain a free copy of the definitive proxy
statement and other documents filed by the Company with the SEC at the SECs website at
www.sec.gov
. The definitive proxy statement and other relevant documents will also be
available, free of charge, from the Company by directing such request to Ms. Deanna Barela at (602)
952-6821 or dbarela@phsg.com. Shareholders are urged to read the proxy statement and other relevant
material when they become available before making any voting decisions with respect to the
transactions.
The Company and its respective directors and executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders of the Company in connection with
the transactions. Information about the Company and its directors and executive officers, and their
ownership of the Company common stock, is set forth in the proxy statement for the Companys Annual
Meeting of Shareholders, which was filed with the SEC on November 14, 2005. Additional information
regarding the interests of those persons may be obtained by reading the proxy statement when it
becomes available.
This Current Report on Form 8-K contains forward-looking statements that give our current
expectations or forecasts of future events. These statements can be identified by the fact that
they do not relate strictly to historical or current events. They include words such as
anticipate, estimate, expect, intend, plan, believe and other words of similar meaning
in connection with discussion of asset and property values and future operating or financial
performance. These include statements relating to future actions, growth strategy, future
performance or results of anticipated operations, and financial results. Forward-looking statements
may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown
risks and uncertainties. No forward-looking statement can be guaranteed, and actual results may
vary materially from those anticipated in any forward-looking statement. These forward-looking
statements represent the judgment of the Company, as of the date of this current report, and the
Company undertakes no obligation to update any forward-looking statement. Risks and uncertainties
that may affect future results include those that are described from time to time in the Companys
filings with the Securities and Exchange Commission, including the proxy statement that the Company
will file in connection with the shareholder approval process described above in this current
report.
9.01 Financial Statements and Exhibits.
(d) Exhibits
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10.1
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Fourth Amendment to Master Formation and Contribution Agreement, dated November
9, 2007, between the Company and Pacific Office Contributor.
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10.2
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Master Amendment to Contribution Agreements, dated November 9, 2007, between the Company and
Pacific Office Contributor.
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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.
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ARIZONA LAND INCOME CORPORATION
(Registrant)
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Dated: November 9, 2007
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/s/ Thomas R. Hislop
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Name:
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Thomas R. Hislop
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Title:
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Chairman of the Board, Chief
Executive Officer and Chief Financial Officer
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Grafico Azioni Arizona Land (AMEX:AZL)
Storico
Da Nov 2024 a Dic 2024
Grafico Azioni Arizona Land (AMEX:AZL)
Storico
Da Dic 2023 a Dic 2024