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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): February 28, 2020
RPT Realty
(Exact name of registrant as specified in its Charter)
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Maryland
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1-10093
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13-6908486
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(State of other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S Employer Identification No.)
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19 W 44th Street,
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Suite 1002
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New York,
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New York
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10036
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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: (212) 221-1261
Not applicable
(Former name or former address, if changed since last report)
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))
Securities Registered Pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange
On Which Registered
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Common Shares of Beneficial Interest, ($0.01 Par Value Per Share)
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RPT
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New York Stock Exchange
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7.25% Series D Cumulative Convertible Perpetual Preferred Shares of Beneficial Interest ($0.01 Par Value Per Share)
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RPT.PRD
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 3.03 Material Modification to Rights of Security Holders.
To the extent applicable, the disclosure set forth in Item 5.03 below is incorporated herein by reference.
Item 5.03 Amendments to the Article of Incorporation or Bylaws; Change in Fiscal Year.
Effective February 28, 2020, RPT Realty (the “Trust”), with the prior approval of the Board of Trustees of the Trust, amended the Trust’s Declaration of Trust to increase the number of the Trust’s authorized common shares of beneficial interest, par value$0.01 per share (the “common shares”), from 120,000,000 to 240,000,000 common shares, pursuant to Articles of Amendment to the Declaration of Trust of the Trust (the “Articles of Amendment”), which were filed with the State Department of Assessments and Taxation of Maryland on February 28, 2020.
A copy of the Articles of Amendment is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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 hereunto duly authorized.
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RPT REALTY
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Date:
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February 28, 2020
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By: /s/ MICHAEL P. FITZMAURICE
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Michael P. Fitzmaurice
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Executive Vice President and Chief Financial Officer
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Exhibit 3.1
RPT REALTY ARTICLES OF AMENDMENT
RPT REALTY, a Maryland real estate investment trust (the “Trust”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that:
FIRST: The Declaration of Trust of the Trust (the “Declaration of Trust”) is hereby amended by deleting existing Section 6.1 of Article VI in its entirety and substituting in lieu thereof a new Section 6.1 to read as follows:
“SECTION 6.1 Authorized Shares. The beneficial interest of the Trust shall be divided into shares of beneficial interest (the “Shares”). The Trust has the authority to issue 240,000,000 common shares of beneficial interest, par value $.01 per share (“Common Shares”), and 10,000,000 preferred shares of beneficial interest, par value $.01 per share (“Preferred Shares”).
The Board of Trustees, without the approval of the shareholders of the Trust, may amend the Declaration of Trust from time to time to increase or decrease the aggregate number of Shares or the number of Shares of any class that the Trust has authority to issue.”
SECOND: The amendment to the Declaration of Trust as set forth above has been duly advised and approved by the Board of Trustees of the Trust, and is limited to a change which, under Section 8-203(a)(8) of the Maryland REIT Law and Section 6.1 of the Declaration of Trust, does not require approval by the shareholders of the Trust.
THIRD: The total number of shares of beneficial interest of all classes which the Trust had authority to issue immediately prior to this amendment was 130,000,000 shares, consisting of 120,000,000 Common Shares, par value $.01 per share, and 10,000,000 Preferred Shares, par value $.01 per share, of which 2,000,000 Preferred Shares were designated as 7.25% Series D Cumulative Convertible Perpetual Preferred Shares of Beneficial Interest, par value $.01 per share. The aggregate par value of all such authorized shares of beneficial interest having par value was $1,300,000.
FOURTH: The total number of shares of beneficial interest of all classes which the Trust has authority to issue pursuant to the foregoing amendment is 250,000,000 shares, consisting of 240,000,000 Common Shares, par value $.01 per share, and 10,000,000 Preferred Shares, par value $.01 per share, of which 2,000,000 Preferred Shares are designated as 7.25% Series D Cumulative Convertible Perpetual Preferred Shares of Beneficial Interest, par value $.01 per share. The aggregate par value of all such authorized shares of beneficial interest having par value is $2,500,000.
FIFTH: The information required by Section 2-607(b)(2)(i) of the Maryland General Corporation Law was not changed by the amendment.
SIXTH: The undersigned President and Chief Executive Officer of the Trust acknowledges these Articles of Amendment to be the corporate act of the Trust and, as to all matters or facts required to be verified under oath, the undersigned President and Chief Executive Officer acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Trust has caused these Articles of Amendment to be executed under seal in its name and on its behalf by its President and Chief Executive Officer, and attested to by its Senior Vice President Legal Counsel and Secretary, on this 28th day of February, 2020.
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ATTEST:
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RPT REALTY
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/s/ HEATHER OHLBERG
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/s/ BRIAN L. HARPER
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Name:
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Heather Ohlberg
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Name:
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Brian L. Harper
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Title:
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Senior Vice President Legal Counsel and Secretary
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Title:
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President and Chief Executive Officer
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