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 14, 2018
EQUITY COMMONWEALTH
(Exact Name of Registrant as Specified in Its Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
|
1-9317 |
|
04-6558834 |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
|
Two North Riverside Plaza,
|
|
60606 |
|
(Address of Principal Executive Offices) |
|
(Zip Code) |
(312) 646-2800
(Registrant’s Telephone Number, Including Area Code)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 o
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 5.03 Amendments to Articles of Incorporation or Bylaws
On March 14, 2018, the Board of Trustees of Equity Commonwealth (the “Company”) approved the filing with the State Department of Assessments and Taxation of the State of Maryland (“SDAT”) of Articles Supplementary (the “Articles Supplementary”) redesignating and reclassifying the Company’s 11,500,000 Series E Preferred Shares as unclassified preferred shares. All of the Company’s outstanding Series E Preferred Shares were redeemed in May of 2016 and no Series E Preferred Shares were issued since that time. The Company filed the Articles Supplementary with SDAT on March 14, 2018.
The foregoing description of the Articles Supplementary is not complete and is subject to and qualified in its entirety by reference to the Articles Supplementary, a copy of which is attached as Exhibit 3.1, and which Articles Supplementary are incorporated herein by reference.
Regulation FD Disclosures
We may use any of the following to comply with our disclosure obligations under Regulation FD: press releases, SEC filings, public conference calls, or our website. We routinely post important information on our website at www.eqcre.com, including information that may be deemed to be material. We encourage investors and others interested in the company to monitor these distribution channels for material disclosures.
Item 9.01. Financial Statements and Exhibit.
(d) Exhibit
|
Exhibit Number |
|
Description |
|
3.1 |
|
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.
|
|
EQUITY COMMONWEALTH |
|
|
|
|
|
|
|
By: |
/s/ Orrin S. Shifrin |
|
|
Name: |
Orrin S. Shifrin |
|
|
Title: |
Executive Vice President, General Counsel and Secretary |
|
|
|
|
|
Date: March 15, 2018 |
|
|
EQUITY COMMONWEALTH
ARTICLES SUPPLEMENTARY
REDESIGNATING AND RECLASSIFYING 11,500,000 SERIES E CUMULATIVE REDEEMABLE PREFERRED SHARES AS UNCLASSIFIED PREFERRED SHARES
Equity Commonwealth, a Maryland real estate investment trust (the “Company”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that:
FIRST : Pursuant to the authority expressly vested in the Board of Trustees of the Company (the “Board of Trustees”) by Section 5.1 of the Declaration of Trust of the Company (as amended and supplemented to date, the “Declaration of Trust”) and pursuant to Section 8-203 of the Corporations and Associations Article of the Annotated Code of Maryland, the Board of Trustees, or a duly authorized committee thereof, classified 11,500,000 authorized but unissued preferred shares of beneficial interest, par value $0.01 per share (“Preferred Shares”), as Series E Cumulative Redeemable Preferred Shares, par value $0.01 per share having the preferences, conversion or other rights, restrictions, including restrictions on transferability or ownership, limitations as to dividends or distributions, qualifications, and terms or conditions of redemption as set forth in the Articles Supplementary filed with the Department on May 31, 2011 (“Series E Preferred Shares”).
SECOND : All of the Series E Preferred Shares have been redeemed or reacquired by the Company, and no Series E Preferred Shares remain issued or outstanding as of the date hereof.
THIRD : Section 8 of the Articles Supplementary establishing the Series E Preferred Shares provides that the Series E Preferred Shares so redeemed or reacquired have become authorized but unissued Series E Preferred Shares, available for future issuance and reclassification by the Company.
FOURTH : Pursuant to the authority expressly vested in the Board of Trustees by Section 5.1 of the Declaration of Trust, the Board of Trustees, by resolutions duly adopted on March 14, 2018 (the “Resolutions”), has reclassified the 11,500,000 Series E Preferred Shares into 11,500,0000 unclassified Preferred Shares, available for future reclassification and issuance by the Company in accordance with the Declaration of Trust.
FIFTH : These Articles Supplementary have been approved by the Board of Trustees in the manner and by the vote required by law.
SIXTH : These Articles Supplementary shall be effective at the time the Department accepts them for record.
SEVENTH : The undersigned Executive Vice President, General Counsel and Secretary of the Company acknowledges these Articles Supplementary to be the corporate act of the Company and, as to all matters or facts required to be verified under oath, the undersigned Executive Vice President, General Counsel and Secretary 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 Company has caused these Articles Supplementary to be executed in its name and on its behalf by its Executive Vice President, General Counsel and Secretary attested to by its Executive Vice President, Chief Financial Officer and Treasurer on this 14th day of March, 2018.
|
|
|
EQUITY COMMONWEALTH |
|
|
|
|
|
|
|
|
|
By: |
/s/ Orrin Shifrin |
|
|
|
Name: |
Orrin Shifrin |
|
|
|
Title: |
Executive Vice President, General Counsel and Secretary |
|
ATTEST |
|
|
|
|
|
|
|
|
|
/s/ Adam Markman |
|
|
|
|
Adam Markman |
|
|
|
|
Executive Vice President, Chief Financial Officer and Treasurer |
|
|
|
[Signature page to Articles Supplementary]