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): November 23,
2005
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
November 23, 2005, our wholly owned subsidiary, Stratus Properties Operating
Co., L.P., entered into an Agreement of Sale and Purchase (“Purchase Agreement”)
with Advanced Micro Devices, Inc. (“Purchaser”), under which we have agreed to
sell approximately 58 acres at our Lantana property in Travis County, Texas,
for
total consideration of approximately $21.25 million. In addition, upon closing
under the terms of the Purchase Agreement, we have agreed to grant to Purchaser
three independent options to purchase any or all of three additional tracts
at
Lantana (approximately 100 acres in the aggregate). Each of the three options
will be granted for initial terms ranging from two to four years. Prior to
expiration of each option, Purchaser will have successive annual options to
extend each option for periods ranging from one to three years. All options
will
expire no later than five years after the sale of the 58 acre
tract.
Purchaser
has deposited $4 million in an escrow account, which will be credited to the
purchase price payable at closing. Both parties have agreed to a review period
during which Purchaser shall have the right to inspect the land and conduct
due
diligence and may elect to terminate the Purchase Agreement. The Purchase
Agreement contains customary covenants, representations and warranties. Subject
to certain conditions, including obtaining a site development permit and a
building permit from the City of Austin, the sale is expected to close during
the first half of 2006.
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:
November 30, 2005