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): March 27,
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.
See
Item
2.01 which is incorporated herein by reference.
Item
2.01. Completion
of Acquisition or Disposition of Assets.
On
March
27, 2006, Stratus Properties Inc.’s (Stratus) wholly owned subsidiary, Stratus
7000 West Joint Venture (Seller), sold its two
70,000-square-foot
office buildings at 7000 West William Cannon Drive (7000 West), known as
the
Lantana Corporate Center, to
CarrAmerica Lantana, LP (Purchaser) for
$22.3
million. The Purchaser
paid $10.6 million cash to Stratus at closing and assumed the $11.7 million
principal balance remaining under Stratus’ 7000 West project loan from Teachers
Insurance and Annuity Association of America (TIAA). In connection with the
Purchaser’s assumption of the loan, the Seller entered into a First Modification
Agreement with the Purchaser and TIAA under which TIAA released the Seller’s
$3.5 million letter of credit issued by Comerica Bank that secured certain
re-tenanting obligations and released the Seller from all future obligations
under the loan (see Exhibit 10.1). In addition, TIAA released Stratus from
all
future liabilities under its guaranty of the Seller’s environmental
representations and recourse obligations under the loan. Stratus intends
to use
the net proceeds from the sale to reduce its other outstanding debt. Stratus
will report an approximate $10 million gain on the transaction in its
first-quarter 2006 results.
Item
8.01. Other
Events.
Stratus
issued a press release, dated March 29, 2006, announcing completion of the
sale
of 7000 West (see Exhibit 99.1).
Item
9.01. Financial
Statements and Exhibits.
(c)
Exhibits.
The
Exhibits included as part of this Current Report are 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:
March 29, 2006
Stratus
Properties Inc.
Exhibit
Index
Exhibit
Number
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First
Modification Agreement dated March 27, 2006, by and between Stratus
7000
West Joint Venture, as Old Borrower, and CarrAmerica Lantana, LP,
as New
Borrower, and Teachers Insurance and Annuity Association of America,
as
Lender.
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Press
release dated March 29, 2006, titled “Stratus Properties Inc. Announces
Completion of Sale of 7000 West.”
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