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) March 5, 2004
CEDAR SHOPPING CENTERS, INC.
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(Exact name of registrant as specified in charter)
Maryland 0-14510 42-1241468
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(State or other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
44 South Bayles Avenue, Port Washington, New York 11050
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 767-6492
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(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets
Purchase of Dubois Commons, Dubois, Pennsylvania and Townfair Center, Indiana,
Pennsylvania
On March 5, 2004, pursuant to an Agreement of Purchase and Sale dated as of
December 24, 2003, Cedar Shopping Centers Partnership, L.P. (the "Operating
Partnership"), through a newly created wholly-owned limited liability company,
purchased Dubois Commons, an approximate 190,000 sq. ft. of gross leasable area
("GLA") community shopping center located on approximately 23 acres in Dubois,
Pennsylvania, for approximately $17.4 million plus closing costs of
approximately $280,000. Anchor tenants include a 52,600 sq. ft. SuperValu
Shop `n Save supermarket, and a 54,400 sq. ft. Elder Beerman department store.
Other tenants include Pier 1 Imports, Fashion Bug, Blockbuster, Dollar Tree and
Radio Shack. The property is also anchored by a (non-owned) Lowe's home
improvement center of approximately 117,000 sq. ft. The property was completed
in 1999 and expanded in 2003.
The Dubois Commons property is presently projected to generate net operating
income of approximately $1,475,000 for the year ending December 31, 2004.
Purchase of the property was funded from the Company's floating rate revolving
credit facility which bears interest at the rate of 225 basis points over 30-day
LIBOR (London Inter Bank Offered Rate). Fleet National Bank is the lead arranger
and administrative agent under this facility.
On March 17, 2004, pursuant an Agreement of Purchase and Sale dated as of
December 24, 2003, the Operating Partnership, through two newly created
wholly-owned limited liability companies, purchased Townfair Center, an
approximate 216,000 sq. ft. of GLA community shopping center located on
approximately 20 acres in Indiana, Pennsylvania, for approximately $16.6 million
plus closing costs of approximately $260,000. Anchor tenants include a 95,000
sq. ft. Lowe's home improvement center, a 50,000 sq, ft, SuperValu Shop `n Save
supermarket and a 17,600 sq. ft. Michael's craft store. Other tenants include
CVS pharmacy and Pier 1 Imports. The property was constructed in 1997 and
expanded in 2001-2003. The largest portion, consisting of approximately 191,000
sq. ft. of GLA on approximately 15 acres of land, is encumbered by a first
mortgage, as described below. The balance of the center consists of
approximately 25,000 sq. ft. of GLA leased to Michael's and Pier 1, plus certain
expansion space, on approximately 5 acres of land and is presently unencumbered.
The purchase price for the Townfair Center included assumption of an existing
first mortgage loan on the 15 acre parcel in the amount of approximately $9.99
million. The balance of approximately $6.87 million was funded from the
Company's floating rate revolving credit facility. The first mortgage loan on
the Cedar Townfair, LLC land and buildings is due March 1, 2008, and carries
interest at 6.96% with a 30-year amortization schedule.
The Townfair Center property is presently projected to generate net operating
income of approximately $1,400,000 for the year ending December 31, 2004.
Annualized debt service on the first mortgage is approximately $851,000.
This filing is made with respect to the two properties in a single filing as
each of the properties has been purchased from ownership entities affiliated
with Michael Joseph Development Corporation. The transactions were negotiated on
an arm's length basis. The Company will continue to use the properties as
community shopping centers.
The information contained herein includes summaries, prepared by management, of
written agreements with respect to the described transactions. Such summaries
are intended to reflect and describe the terms and provisions of various
agreements with respect to such transactions and are subject in each case to the
terms and provisions of the underlying agreements, where applicable, filed
together with this Report.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial statements of the property acquired will be filed
separately.
(b) Pro Forma financial information relative to the acquired
property will be filed separately.
(c) Exhibits
The following exhibits are included herein:
(10.1) Loan Agreement by and among Cedar Shopping Centers
Partnership, L.P., Fleet National Bank, Commerzbank AG New
York Branch, PB Capital Corporation, Manufacturers and Traders
Trust Company, Sovereign Bank, Raymond James Bank, FSB,
Citizens Bank and the other lending institutions which are or
may become parties to the Loan Agreement (the "Lenders") and
Fleet National Bank (as Administrative Agent), dated January
30, 2004;
(10.2) Agreement of Purchase and Sale between Dubois Realty Partners,
L.P. and Cedar Shopping Centers Partnership, L.P., dated as of
December 24 2003;
(10.3) Guaranty of Cedar Dubois, LLC by and among Cedar Shopping
Centers Partnership, L.P. and Fleet National Bank, dated
January 30, 2004;
(10.4) Pledge and Security Agreement of Cedar Dubois, LLC by and
between Cedar Shopping Centers Partnership, L.P. and Fleet
National Bank, dated as of March 2004;
(10.5) Open-End Mortgage and Security Agreement of Cedar Dubois, LLC
between Fleet National Bank and Cedar Shopping Centers
Partnership, L.P., dated as of March 2004;
(10.6) Collateral Assignment of Leases and Rents of Cedar Dubois, LLC
by and among Cedar Shopping Centers Partnership, L.P. and
Fleet National Bank, dated as of March 2004;
(10.7) Environmental Compliance and Indemnity Agreement of Cedar
Dubois, LLC by and among Cedar Shopping Centers Partnership,
L.P. and Fleet National Bank, dated January 30, 2004;
(10.8) Limited Liability Company Agreement of Cedar Dubois, LLC by
Cedar Shopping Centers Partnership, L.P. as sole member, dated
March 2004;
(10.9) Agreement of Purchase and Sale between Townfair Center
Associates and Townfair Center Associates, Phase III
(comprised of P.J. Dick Incorporated and Michael Joseph
Limited Partnership) and Cedar Shopping Centers Partnership,
L.P., dated as of December 24, 2003;
(10.10) Loan Agreement between Patrician Financial Company Limited
Partnership as Lender and Townfair Center Associates as
Borrower, dated as of February 13, 1998;
(10.11) Promissory Note (Townfair Center Phases I & II) from Cedar
Shopping Centers Partnership, L.P. to Patrician Financial
Company Limited Partnership, Note Date: February 13, 1998;
(10.12) Open-End Mortgage, Assignment of Leases and Rents and Security
Agreement by Townfair Center Associates in favor of Patrician
Financial Company Limited Partnership, entered into as of
February 13, 1998;
(10.13) Capital Improvement and Tenant Fitout Escrow Agreement between
Wells Fargo Bank, N.A. and Cedar Townfair, LLC, made as of
March 17, 2004;
(10.14) Consent and Assumption Agreement with Limited Release by and
among Townfair Center Associates and Cedar Townfair, LLC,
entered into as of March 17, 2004;
(10.15) Assignment and Assumption of Leases and Security Deposits
between Townfair Center Associates, Phase III, (comprised of
P.J. Dick Incorporated and Michael Joseph Limited Partnership)
and Cedar Townfair Phase III, LLC, dated March 2004;
(10.16) Assignment and Assumption Agreement from Cedar Shopping
Centers Partnership, L.P. to Cedar Townfair Phase III, LLC by
and between Townfair Center Associates and Townfair Center
Associates, Phase III, dated March 2004;
(10.17) Limited Liability Company Agreement of Cedar Townfair, LLC
between Cedar Shopping Centers Partnership, L.P. as sole
member and Frank Ullman as special member, dated March 2004;
(10.18) Limited Liability Company Agreement of Cedar Townfair Phase
III, LLC between Cedar Shopping Centers Partnership, L.P. as
sole member, dated March 2004;
(10.19) Conditional Assignment of Management Agreement by Cedar
Townfair, LLC and Wells Fargo Bank, N.A., made as of March 17,
2004;
(10.20) Deed between Townfair Center Associates and Cedar Townfair,
LLC dated March 16, 2004;
(10.21) Deed between Townfair Center Associates, Phase III and Cedar
Townfair Phase III, LLC dated March 16, 2004;
(10.22) Deed between Dubois Realty Partners and Cedar Dubois, LLC,
dated March 5, 2004;
(10.23) Assignment and Assumption Agreement of Cedar Shopping Centers
Partnership (Assignor), L.P. for Cedar Dubois, LLC
("Assignee") by and between Assignor and Dubois Realty
Partners, L.P., dated March 5, 2004;
(10.24) Assignment and Assumption of Leases and Security Deposits
between Dubois Realty Partners, L.P. and Cedar Dubois, LLC,
dated March 5, 2004;
(10.25) General Instrument of Transfer and Bill of Sale between
Dubois Realty Partners, L.P. and Cedar Dubois, LLC, dated
March 5, 2004; and
(99.1) Press Release issued by Cedar Shopping Centers, Inc. regarding
purchase of Dubois Commons, Dubois, Pennsylvania and Townfair
Center, Indiana, Pennsylvania, dated March 17, 2004.
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 thereunto duly authorized.
CEDAR SHOPPING CENTERS, INC.
By: /s/ Leo S. Ullman
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Leo S. Ullman
Chairman
Dated: March 22, 2004