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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A NO. 1
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 19, 1997
SL GREEN REALTY CORP.
(Exact name of Registrant as specified in its Charter)
Maryland
(State of Incorporation)
1-13199 13-3956775
(Commission File Number) (IRS Employer Id. Number)
70 West 36th Street 10018
New York, New York (Zip Code)
(Adress of principal executive offices)
(212) 594-2700
(Registrant's telephone number, including area code)
This Form 8-K/A is being filed to correct the date
of the Amended Agreement referred to in Item 2.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
As discussed in the prospectus dated August 14, 1997
of SL Green Realty Corp. (the "Company") contained in the
Company's registration statement on Form S-11 (333-29329)
relating to the Company's initial public offering of common stock
(the "IPO"), on June 27, 1997, Green 17 Battery LLC ("17 Battery
LLC"), a limited liability company owned by Stephen L. Green,
Chairman, President and Chief Executive Officer of the Company,
contracted to acquire from an unaffiliated seller an interest in
17 Battery Place, New York, New York (the "Property") for an
aggregate purchase price of $59.0 million pursuant to an
agreement of sale (the "Initial Agreement"). On July 25, 1997,
SL Green Operating Partnership, L.P. (the "Operating
Partnership"), of which the Company is the sole general partner,
was granted an option by 17 Battery LLC, exercisable over a 10
year period, to acquire from 17 Battery LLC its interest in 17
Battery Place at a price equal to the aggregate of (i) sums paid
by 17 Battery LLC for such interest, (ii) all financing and other
costs and expenses incurred in connection with the acquisition of
ownership by 17 Battery LLC of such interest and (iii) interest
on all such sums from the date of incurrence.
On September 3, 1997, the Board of Directors of the
Company, including all of the Independent Directors (i.e., the
Directors of the Company who are neither officers of the Company
nor affiliated with the Company), acting in its capacity as sole
general partner of the Operating Partnership, authorized the
Operating Partnership to exercise the option on the terms
described above and the Initial Agreement was assigned to the
Operating Partnership.
The Property contains 1.2 million rentable square
feet and is comprised of two Class B office buildings, 17 Battery
Place North, a 22-story building encompassing approximately
410,000 rentable square feet (the "North Building"), and 17
Battery Place South, a 31-story building encompassing
approximately 800,000 rentable square feet (the "South Building")
located at the intersection of Battery Place and West Street in
the financial district of downtown Manhattan.
On November 5, 1997, the Board of Directors of the
Company, including all of the Independent Directors, acting in
its capacity as sole general partner of the Operating
Partnership, authorized the modification of the Initial Agreement
to provide for the acquisition of the entire Property by the
Operating Partnership and a cotenant for a total purchase price
of $75.0 million, $59.0 million of which would be paid by the
Operating Partnership. In addition, the Board of Directors
approved the loan by the Operating Partnership of up to $18.0
million to the cotenant (secured by a first mortgage on the
cotenant's interest in the Property) on specified terms for a
period expiring on the earlier of the formation of a condominium
or September 30, 1998. The amended and restated agreement of
sale dated as of June 27, 1997 (the "Amended Agreement")
preserved for the Operating Partnership the economic terms of the
Initial Agreement while faciliting the timely acquisition of an
interest in the Property.
The Initial Agreement provided for, during the
contract period, the conversion of the South Building into two
condominium units. One unit was to be comprised of portions of
the basement and the ground floor and floors 2 through 13 and
would continue to function as office space (the "Office Unit").
The second unit was to be comprised of portions of the ground
lease and basement and floors 14 through 31 and would be
redeveloped by the seller into a residential/hotel facility (the
"Hotel Unit"). The Amended Agreement provides for, as approved
by the Board of Directors, the creation of a three unit
condominium consisting of the Hotel Unit, the Office Unit and the
North Building (the "North Building Unit"). The cotenancy
agreement entered into in connection with the Amended Agreement
provides that, pending creation of the condominium, the income
from the floors constituting the Office Unit and the North
Building will be the property of the Operating Partnership and
the income from the floors constituting the Hotel Unit will be
the property of the cotenant, thus preserving the economic
aspects of the Initial Agreement. Pursuant to the Amended
Agreement, upon creation of the condominium and dissolution of
the cotenancy, the Operating Partnership will receive a
distribution consisting of the Office Unit and the North Building
Unit, while the cotenant will receive a distribution of the Hotel
Unit.
The Operating Partnership acquired its interest in 17
Battery Place on December 19, 1997 for an aggregate purchase
price of approximately $57.8 million in cash. The purchase price
was funded with proceeds from a borrowing under the Company's
$140 million senior unsecured revolving credit facility (the
"Credit Facility"). The Company based its determination of the
price to be paid on the expected cash flow, physical condition,
location, competitive advantages, existing tenancy and
opportunities to retain and attract additional tenants. The
Company did not obtain an independent appraisal on the Property.
In addition, the Operating Partnership loaned to the cotenant
$15.5 million on the terms referred to above. The loan amount
was funded with proceeds from a borrowing under the Credit
Facility.
ITEM 5. OTHER EVENTS
On December 18, 1997, the Company entered into a $140
million senior unsecured revolving credit facility with Lehman
Brothers Holdings Inc.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) and (b) Financial Statements of Property Acquired
and Pro Forma Financial Information
The financial statements and pro forma financial
information required by Item 7(a) and 7(b) are currently being
prepared and it is therefor impractical to provide this
information on the date hereof. The Company will file the
required financial statements and information under cover of Form
8-K/A as soon as practicable but in no event later than 60 days
after the date on which the Form 8-K was required to be filed.
(c) Exhibits
None
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.
SL GREEN REALTY CORP.
By: /s/ David J. Nettina
______________________
David J. Nettina
Executive Vice President,
Chief Operating Officer
and Chief Financial
Officer
Date: January 5, 1998