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): January 27, 2005
KRAMONT REALTY TRUST
(Exact Name of Registrant as Specified in Charter)
Maryland 1-15923 25-6703702
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
Plymouth Plaza
580 West Germantown Pike
Plymouth Meeting, Pennsylvania 19462
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(Address, including zip code, of Principal Executive Offices)
Registrant's telephone number, including area code: (610) 825-7100
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Merger Agreement
As previously reported, Kramont Realty Trust ("Kramont") and its
controlled operating partnership subsidiaries, Kramont Operating Partnership,
L.P. ("Kramont OP") and Montgomery CV Realty L.P. ("Montgomery OP"), have
entered into an Agreement and Plan of Merger, dated as of December 18, 2004 (the
"Original Merger Agreement"), with Centro Watt America REIT III LLC, CWAR OP
Merger Sub, LLC ("Merger Sub") and CWAR OP Merger Sub II, LLC ("Merger Sub II"),
Centro Properties Limited ("Centro Properties"), CPT Manager Limited, both in
its capacity as the responsible entity of Centro Property Trust ("Centro Trust"
and together with Centro Properties, the "Parent Parties") and in its own right.
Kramont, Kramont OP and Montgomery OP have entered into an Amended and Restated
Agreement and Plan of Merger, dated as of January 27, 2005 (the "Merger
Agreement"), with Centro Watt America III, L.P. ("Acquiror"), Centro Watt
America III OP, LLC (Acquiror Subsidiary"), Merger Sub, Merger Sub II, CWAR OP
Merger Sub III Trust ("REIT Merger Sub"), Centro Properties, CPT Manager
Limited, both in its capacity as the responsible entity of Centro Trust and in
its own right, amending and restating the Original Merger Agreement. Acquiror,
Acquiror Subsidiary, Merger Sub, Merger Sub II and REIT Merger Sub are together
herein referred to as the "Purchaser Parties."
Pursuant to the Merger Agreement, and upon the terms and subject to the
conditions set forth therein, Merger Sub will be merged with and into Kramont
OP, with Kramont OP being the surviving entity and simultaneously Merger Sub II
will be merged with and into Montgomery OP, with Montgomery OP being the
surviving entity; immediately thereafter Kramont will be merged with and into
REIT Merger Sub, with REIT Merger Sub being the surviving entity. Under the
Merger Agreement, at the effective time of the mergers, the following
will occur:
(i) each outstanding common unit of Kramont OP ("Kramont Common Unit")
shall be converted into the right to receive $23.50, subject to adjustment as
described below, in cash, without interest; each outstanding class B-1 preferred
unit of Kramont OP ("Kramont B-1 Unit") will be converted into the right to
receive $25.00 (plus all accrued and unpaid distributions (whether or not
declared) existing prior to the effective time of the merger of Merger Sub into
Kramont OP) in cash, without interest; and each outstanding class E preferred
unit of Kramont OP ("Kramont E Unit") will be converted into the right to
receive $25.00 (plus all accrued and unpaid distributions (whether or not
declared) existing prior to the effective time of the merger of Merger Sub into
Kramont OP) in cash, without interest;
(ii) each outstanding limited partnership unit of Montgomery OP
("Montgomery OP Unit"), other than units owned by Kramont or any Kramont
subsidiary or by the Purchaser Parties or any of their respective subsidiaries,
shall be converted into the right to receive $23.50, subject to adjustment as
described below, in cash, without interest;
(iii) each outstanding share of Kramont's common shares of beneficial
interest, par value $0.01 per share ("Common Shares"), other than Common Shares
owned by any subsidiary of Kramont or by the Purchaser Parties or any of their
respective subsidiaries, shall be converted into the right to receive $23.50,
subject to adjustment as described below (the "Common Share Merger
Consideration"), in cash, without interest;
(iv) each outstanding share of Kramont's 9.75% Series B-1 Cumulative
Convertible Preferred Shares, par value $0.01 per share ("Series B-1 Preferred
Shares"), other than Series B-1 Preferred Shares owned by any subsidiary of
Kramont or by the Purchaser Parties or any of their respective subsidiaries,
will be converted into the right to receive one share of Series B-1 Preferred
Stock of REIT Merger Sub ("New Series B-1 Preferred Shares"). Prior to the
mergers, REIT Merger Sub will have adopted a plan of liquidation to liquidate,
dissolve and wind up its affairs (the "Liquidation") in accordance with
Maryland law, which Liquidation will become effective immediately following the
effective time of the merger of Kramont into REIT Merger Sub. REIT Merger Sub's
plan of liquidation will provide that each share of New Series B-1 Preferred
Stock will be entitled to a liquidating distribution equal to $25.00 (plus all
accrued and unpaid distributions (whether or not declared) existing prior to the
effective time of the Liquidation) in cash, without interest;
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(v) each outstanding share of Kramont's 8.25% Series E Cumulative
Redeemable Preferred Shares, par value $0.01 per share ("Series E Preferred
Shares"), other than Series E Preferred Shares owned by any subsidiary of
Kramont or by the Purchaser Parties or any of their respective subsidiaries,
will be converted into the right to receive $25.00 (plus all accrued and unpaid
distributions (whether or not declared) existing prior to the effective time of
the merger of Kramont into REIT Merger Sub) in cash, without interest; and
(vi) each outstanding option to acquire Common Shares, whether or not then
exercisable or vested, shall be cancelled and converted into the right to
receive an amount in cash, without interest, equal to the product of (a) the
excess, if any, of the Common Share Merger Consideration per share over the
exercise or purchase price per share of such option, and (b) the number of
Common Shares subject thereto.
Holders of Series B-1 Preferred Shares currently are entitled to convert
such shares into Common Shares in accordance with the terms and procedures set
forth in Kramont's Amended and Restated Declaration of Trust, as supplemented.
On December 7, 2004, Kramont declared a regular quarterly cash
distribution of $0.325 per Common Share and per Kramont OP Unit and $0.29 per
Montgomery OP Unit, which was paid January 21, 2005 on the Common Shares and
January 20 on the Kramont OP Units and Montgomery OP Units, to shareholders and
unitholders of record on January 3, 2005 (the "2004 Fourth Quarter
Distributions"). In the event Kramont, Kramont OP or Montgomery OP declares and
pays any distribution other than the 2004 Fourth Quarter Distributions on the
Common Shares, the Kramont OP Units or the Montgomery OP Units, the
consideration per share or per unit, as the case may be, to be received by the
holders of such securities at the effective time of the mergers will be reduced
by the per share or per unit amount of such additional distributions on the
respective securities.
The Merger Agreement further provides that all trustees and directors (and
comparable managers, officers and other personnel requested by Acquiror) of
Kramont and each Kramont subsidiary will resign effective upon the consummation
of the mergers. Louis P. Meshon, Sr., the President, Chief Executive Officer and
a trustee of Kramont, is expected to leave his current position following the
completion of the mergers. Following the mergers, Kramont will cease to be a
reporting company under the Securities Exchange Act of 1934, as amended, and its
Common Shares, Series B-1 Preferred Shares and Series E Preferred Shares will
cease to be traded on the New York Stock Exchange. The mergers are subject to
approval by the holders of
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Kramont's Common Shares and Series B-1 Preferred Shares voting together as a
single class, the receipt of regulatory approvals and other customary closing
conditions.
The Merger Agreement provides that the Parent Parties, upon the terms and
subject to the conditions set forth therein, jointly and severally,
unconditionally and irrevocably guarantee prior to the effective time of the
mergers, to each of the Company Parties and, on or after the effective time of
the mergers, to the former holders of Common Shares, Series B-1 Preferred
Shares, Series E Preferred Shares, Kramont Common Units, Kramont B-1 Units,
Kramont E Units, Montgomery OP Units and Company Options and each current and
former trustee, director, officer, general partner, managing member, manager or
fiduciary of Kramont or any Kramont subsidiary, in their capacities as such, the
due and punctual payment in full of each obligation of the Purchaser Parties
under the Merger Agreement, as it may be from time to time amended, supplemented
or modified in accordance with its respective terms, and the transactions
contemplated thereby. The guarantee constitutes a continuing guarantee of
payment and not collection.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
EXHIBIT NO. DESCRIPTION
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99.1 Amended and Restated Agreement and Plan of Merger, dated as of
January 27, 2005, by and among Centro Watt America III, L.P.,
Centro Watt America III OP, LLC, CWAR OP Merger Sub, LLC, CWAR
OP Merger Sub II, LLC, CWAR OP Merger Sub III Trust, Centro
Properties Limited, Centro Property Trust, Kramont Realty
Trust, Kramont Operating Partnership, L.P. and Montgomery CV
Realty L.P.
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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.
KRAMONT REALTY TRUST
Date: January 27, 2005 By: /s/ Louis P. Meshon, Sr.
______________________________
Louis P. Meshon, Sr.
President
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