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) August 20, 2004
HMG/COURTLAND PROPERTIES, INC.
(Exact Name of Registrant as Specified in Charter
Delaware 1-7865 59-1914299
(State or Other (Commission File Number) (IRS Employer
Jurisdiction Identification No.)
of Incorporation)
1870 S. Bayshore Drive, Coconut Grove, Florida 33133
(Address of Principal Executive Offices) (Zip Code)
(305) 854-6803
(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address,
if Changed Since Last Report)
Item 2.01 Acquisition or Disposition of Assets
On August 20, 2004 the Company, through a 50%-owned limited liability company,
Bayshore Landing, LLC ("Landing"), purchased a restaurant, office/retail and
marina property located in Coconut Grove, Florida for approximately $13.6
million. The other 50% owner of Landing is a The Christoph Family Trust (the
"Trust"). Members of the Trust are experienced real estate and Marina operators.
The purchase price was paid with proceeds from a bank loan in the amount of $10
million plus approximately $3.6 million in cash. The acquired property includes
a two story building with approximately 40,000 rentable square feet. A portion
of the upstairs space is intended to be utilized as a restaurant. The property
also includes approximately 15,000 square feet of outdoor space comprising the
raw bar restaurant ("Raw Bar") and approximately 3.7 acres of submerged land
with approximately 132 dock slips comprising the marina portion of the acquired
property. The acquired property is subject to a ground lease with the City of
Miami, Florida expiring in 2035. The terms of the ground lease call for varying
percentage rent based on rental income and sales. Landing is also responsible
for real estate taxes and other occupancy costs.
The $10 million bank loan is part of a $13.275 million acquisition and
construction loan. The outstanding principal balance of the bank loan shall bear
interest at a rate of 2.45% per annum in excess of the LIBOR Rate. The bank loan
shall be payable as follows: during the first year, monthly payments of accrued
interest will be paid. After the first year and upon conversion to permanent
terms, the loan will be repayable in equal monthly principal payments necessary
to fully amortize the principal amount over the remaining twenty years of the
loan, plus accrued interest.
Concurrently with this acquisition the Raw Bar entered into a management
agreement with a company whose principal was a principal of the seller
("manager") and previously operated the Raw Bar. Raw Bar will pay the manager a
management fee based on sales and operating profits.
Item 7.01 Financial Statements, Pro Forma Financial Information and Exhibits.
Financial Statements
It is not practical to provide the required financial statements at this time.
Such financial statements will be filed as an amendment to this report on Form
8-K no later than 60 days after the deadline for filing this Form 8-K.
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: September 3, 2004 HMG/COURTLAND PROPERTIES, INC.
By: /s/ Lawrence I. Rothstein
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Lawrence I. Rothstein
President & Chief Financial Officer