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): April 26,
2006
Stratus
Properties Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-19989
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72-1211572
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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98
San Jacinto Blvd., Suite 220
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Austin,
Texas
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78701
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (512) 478-5788
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.
On
April
26, 2006, Stratus Properties Inc.’s (Stratus) wholly owned subsidiary, Stratus
Properties Operating Co., L.P., completed the sale of approximately 58 acres
at
its Lantana property in Travis County, Texas to Advanced Micro Devices, Inc.
(“Purchaser”) for total consideration of approximately $21.25 million. In
addition to the sale of the 58-acre tract, Stratus granted to the Purchaser
three independent options to purchase any or all of three additional tracts
at
Lantana (approximately 100 acres in the aggregate). Each of the three options
will be granted for initial terms ranging from two to four years. Prior to
the
expiration of each option, the Purchaser will have successive annual options
to
extend each option for periods ranging from one to three years. All options
will
expire no later than five years after the sale of the 58-acre tract. The
Purchaser had previously deposited $4 million in an escrow account, which
was
credited to the purchase price payable at closing. Stratus intends to use
the
net proceeds from the sale to reduce its outstanding debt.
Item
8.01. Other
Events.
Stratus
issued a press release, dated
April 26, 2006, announcing the completion of the sale of 58 acres at its
Lantana
property (see exhibit 99.1).
Item
9.01. Financial
Statements and Exhibits.
(c)
Exhibit.
The
Exhibit included as part of this Current Report is listed in the attached
Exhibit Index.
SIGNATURE
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.
Stratus
Properties Inc.
By:
/s/
John E. Baker
----------------------------------------
John
E.
Baker
Senior
Vice President and
Chief
Financial Officer
(authorized
signatory and
Principal
Financial Officer)
Date:
April 27, 2006
Stratus
Properties Inc.
Exhibit
Index
Exhibit
Number
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Press
release dated April 26, 2006, titled “Stratus Properties Inc. Announces
Completion of Sale of Lantana Property.”
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