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): December 12,
2006
Stratus
Properties Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
0-19989
|
72-1211572
|
||
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification Number)
|
|
98
San Jacinto Blvd., Suite 220
|
|
|
Austin,
Texas
|
78701
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
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
December 12, 2006, Stratus Properties Inc. (“Stratus”) entered into Amended and
Restated Loan Agreements with each of American Strategic Income Portfolio
Inc.-II and American Select Portfolio Inc. (collectively, the “Amended and
Restated Agreements”), both of which are affiliates of First American Asset
Management. The Amended and Restated Agreements extend the terms of the loans
to
December 31, 2011, and decrease the interest rates applicable to amounts
borrowed under each of the loans to 6.56% per year. The aggregate unsecured
amounts borrowed under the Amended and Restated Agreements remain $10
million.
On
December 12, 2006, Stratus also entered into two separate Loan Agreements
with
Holliday Fenoglio Fowler, L.P. (collectively, the “Loan Agreements”), an
affiliate of First American Asset Management, to borrow an additional $15
million to fund the purchase of the land to be used in connection with Stratus’
Block 21 Project. The Loan Agreements expire and are repayable in full on
December 31, 2011.
The
Loan
Agreements contain customary financial covenants and other restrictions.
Except
in certain events related to a change in control of Stratus, the loans may
not
be prepaid prior to December 31, 2007. Beginning on January 1, 2008, the
loans
may be prepaid subject to certain reinvestment charges as further described
in
the related promissory notes. Amounts borrowed under the Loan Agreements
bear
interest at a rate of 6.56% per year. Repayments under the Loan Agreements
can
be accelerated by the lender upon the occurrence of certain customary events
of
default. Stratus’ obligations under the Loan Agreements are
unsecured.
Item
2.03. Creation
of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet
Arrangement.
See
Item
1.01 which is incorporated herein by reference.
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:
December 18, 2006