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LINCOLN N.C. REALTY FUND ANNOUNCEMENTS

 LINCOLN N.C. REALTY FUND ANNOUNCEMENTS
 PALO ALTO, Calif., Dec. 20 /PRNewswire/ -- Lincoln N.C. Realty


Fund Inc. (AMEX: LRF) (the company) announced today that BB&K/Bernardo Hills Inc., the prospective purchaser of the company's Rancho Bernardo property had received approval from Sumitomo Bank of California to assume the company's first mortgage loan on the property. Sumitomo's approval of the assumption of this loan had been a condition to the closing of the company's sale of the Rancho Bernardo property.
 The company also announced that it will not ask its stockholders to consider a proposed plan of dissolution and liquidation for the company or a proposal to sell the company's assets other than its Rancho Bernardo property at a special meeting of stockholders which the company has called for Jan. 21, 1992.
 The company had announced in April 1991 that it would submit a plan of liquidation to stockholders within 90 days of the completion of the sale of the company's Rancho Bernardo property and the lease-up of its Wrigley Creek property. The Wrigley Creek property became fully leased in the first quarter of 1991. The company subsequently announced that its board of directors had called the special meeting to consider the following matters: A) a proposed plan of dissolution and liquidation of the company; B) the proposed sale of the Rancho Bernardo property; C) the sale of the company's other assets, including its Lincoln Wrigley Creek property, and D) the ratification of certain amendments to the employment agreement and stock option agreement of William F. Garlock which were approved at the company's annual meeting. The board has now decided to ask stockholders to consider at the special meeting only the proposals to sell its Rancho Bernardo property and to ratify amendments to Garlock's employment agreement and stock option agreement. The board decided that it would not be in the stockholders' best interests for the board to commit itself to submit, either at the special meeting or within a pre- determined time period, any specific plan of liquidation for stockholder approval, because the premature consideration and approval of such a plan might place the Ccmpany in a disadvantageous negotiating position with regard to its efforts to sell its Wrigley Creek property on terms favorable to the company.
 The board has therefore decided that it will not necessarily submit a plan of liquidation to stockholders within 90 days of the completion of the sale of the Rancho Bernardo property, as previously announced. Instead, the board will consider submitting a plan of liquidation to stockholders upon the company's receipt of an acceptable offer for its Wrigley Creek property from a bona fide prospective purchaser of such property. The company has listed the Wrigley Creek property for sale and is actively seeking potential purchasers for such property.
 The board still considers the liquidation of the company's assets to be one of the company's primary objectives. The board may submit a plan of liquidation to stockholders at any time in the future (including, but not necessarily, within 90 days of the completion of any sale of the Rancho Bernardo property). However, it is possible that the board might delay submission of a plan of liquidation to stockholders if the company fails to generate serious interest or attractive offers for the sale of the Wrigley Creek property, or if opportunities arise or events occur which would make it prudent for the board to consider alternatives to the company's dissolution and liquidation.
 The company also announced that it has withdrawn the amendments to the employment agreement and stock option agreement of William F. Garlock which were approved and ratified at the company's annual meeting of stockholders held on Nov. 15, 1991, because of allegations that inaccurate information not contained in the company's proxy statement distributed to stockholders prior to the annual meeting may have been used to solicit some of the proxies voted in favor of the amendments. The company withdrew the amendments to foreclose any potential claim that proxies in favor of such approval and ratification may have been solicited improperly. Garlock has agreed to relinquish any rights which he may have had under such amendments.
 The company's board of directors has recently adopted a resolution approving new amendments to the employment agreement and stock option agreement, effective immediately, subject to approval and ratification by the company's stockholders at the special meeting. The new amendments to the employment agreement and the stock option agreement will supersede the amendments approved by the stockholders at the annual meeting. Under the new amendments, Garlock will have an option to purchase 80,000 shares of the company's common stock at an exercise price of $5 per share upon i) the acceptance by the Maryland State Department of Assessments and Taxation of Articles of Dissolution for the company or ii) the approval or acceptance by the company's stockholders of a sale, merger or tender offer which would result in an acquisition of a majority of the shares of the company's common stock by one or more parties acting in concert, provided that none of such parties is affiliated with the officers or directors of the company.
 The company is a real estate investment trust. Its securities are listed on the American and Pacific Stock Exchanges. The company's principal executive offices are located at 698 Emerson Street, Palo Alto, Calif. 94301, and its telephone number is 415-323-4426.
 -0- 12/20/91
 /CONTACT: William F. Garlock of Lincoln N.C. Realty Fund Inc., 415-329-8867/
 (LRF) CO: Lincoln N.C. Realty Fund Inc. ST: California IN: FIN SU:


RM -- SJ008 -- 4638 12/20/91 20:05 EST
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Publication:PR Newswire
Date:Dec 20, 1991
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