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): November 19, 2012

CEDAR REALTY TRUST, INC.
(Exact Name of Registrant as Specified in its Charter)

Maryland
(State or Other Jurisdiction of Incorporation)
 
001-31817
 
42-1241468
(Commission File Number)
 
(IRS Employer Identification No.)

44 South Bayles Avenue
Port Washington, New York 11050
(Address of Principal Executive Offices) (Zip Code)

(516) 767-6492
(Registrant’s Telephone Number, Including Area Code)

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:

o
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)

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))
 
 
 
 
Item 5.03
Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year .
 
On November 19, 2012, Cedar Realty Trust, Inc. (the “Company”)  filed Articles Supplementary with the Maryland State Department of Assessments and Taxation (the “Department”) reducing the number of authorized shares of Series A Preferred Stock from 6,400,000 shares to 1,410,000 shares.  On November 20, 2012, the Company filed Articles Supplementary with the Department classifying an additional 1,400,000 shares of the Company’s authorized preferred stock as additional shares of Series B Preferred Stock.  The reclassification increases the number of authorized shares classified as Series B Preferred Stock to 7,500,000 shares.  Copies of the Articles Supplementary are  filed as Exhibits 3.1 and 3.2 to this Current Report and are incorporated herein by reference.  In addition, in connection with the increase in Series B Preferred Stock, Cedar Realty Trust Partnership, L.P. amended its Agreement of Limited Partnership to permit the issuance of additional 7.25% Series B Cumulative Redeemable Preferred Partnership Units (the “Series B Preferred Partnership Units”), and to authorize the issuance of the Series B Preferred Partnership Units to its general partner, from time to time.  A copy of Amendment No. 8 to the Agreement of Limited Partnership of Cedar Realty Trust Partnership, L.P. is filed as Exhibit 3.3 to this Current Report and is incorporated herein by reference.
 
Item 9.01
Financial Statements and Exhibits .
 
(d)
Exhibits
 
Exhibit Number
Description
   
3.1
Articles Supplementary to Articles of Incorporation of the Company decreasing Series A Preferred Stock.
   
3.2
Articles Supplementary to Articles of Incorporation of the Company increasing Series B Preferred Stock.
   
3.3
Amendment No. 8 to Agreement of Limited Partnership of Cedar Realty Trust Partnership, L.P.
 
 
1
 
 
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.
 
Dated: November 20, 2012
   
     
 
CEDAR REALTY TRUST, INC.
 
       
 
By:
/s/ Bruce J. Schanzer
 
   
Bruce J. Schanzer
 
   
President and CEO
 
 
 
2
 
 
Exhibit Index
 
Exhibit Number
Description
   
Articles Supplementary to Articles of Incorporation of the Company decreasing Series A Preferred Stock
   
Articles Supplementary to Articles of Incorporation of the Company increasing Series B Preferred Stock
   
Amendment No. 8 to Agreement of Limited Partnership of Cedar Realty Trust Partnership, L.P.
 
 
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EXHIBIT 3.1
 
CEDAR REALTY TRUST, INC.
 
ARTICLES SUPPLEMENTARY
 
8 7 / 8 % Series A Cumulative Redeemable Preferred Stock
 
Cedar Realty Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that:
 
Article I.        FIRST :  By Articles Supplementary filed with the Department on July 27, 2004 (the “July 2004 Articles Supplementary”), the Corporation classified and designated 2,350,000 shares of Preferred Stock (as defined in the Charter (defined below)) as shares of 8⅞% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”), and set the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, terms and conditions of redemption and other terms and conditions of such Series A Preferred Stock.  By Articles Supplementary filed with the Department on April 1, 2005 (the “April 2005 Articles Supplementary”), the Corporation classified and designated an additional 1,200,000 shares of Preferred Stock as Series A Preferred Stock, forming a single series with and having the same preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of shares of stock as the Series A Preferred Stock established pursuant to the July 2004 Articles Supplementary.  By Articles Supplementary filed with the Department on August 19, 2010  (the “August 2010  Articles Supplementary”), the Corporation classified and designated an additional 2,850,000 shares of Preferred Stock as Series A Preferred Stock, forming a single series with and having the same preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of shares of stock as the Series A Preferred Stock established pursuant to the July 2004 Articles Supplementary and the April 2005 Articles Supplementary.  The Corporation, from time to time prior to the date hereof, has redeemed or repurchased an aggregate of 4,990,000 shares of Series A Preferred Stock (the “Redeemed Preferred Stock”).
 
Article II.      SECOND :  Under a power contained in Article IV of the Articles of Incorporation of the Corporation, as amended and supplemented (the “Charter”), the Board of Directors of the Corporation (the “Board of Directors”), has determined to reduce the number of outstanding shares of Series A Preferred Stock by the number of Redeemed Preferred Stock and to return such Redeemed Preferred Stock to the category of authorized but unissued Preferred Stock.  Upon any restatement of the Charter, Section 1 of this Article SECOND shall become part of Article IV of the Charter, with such changes in enumeration as are necessary to complete such restatement.
 
Section 1.   Number, Preferences and Other Rights.   As the result of the Redeemed Preferred Stock, the  number of authorized shares of  Series A Preferred Stock shall be reduced from 6,400,000 shares to 1,410,000 shares.
 
 
 
 
 
THIRD :  The shares of Series A Preferred Stock have been reduced by the Board of Directors under the authority contained in the Charter.
 
FOURTH :  These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law.
 
FIFTH :  The undersigned President of the Corporation acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned President 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.
 
 
 
 
 
IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be executed on its behalf by its President and attested to by its Secretary on this 19th day of November, 2012.
 
ATTEST:
 
CEDAR REALTY TRUST, INC.
 
       
/s/ Stuart H. Widowski
 
/s/ Bruce J. Schanzer
 
Stuart H. Widowski, Secretary
 
Bruce J. Schanzer, President
 
 
 
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EXHIBIT 3.2
 
CEDAR REALTY TRUST, INC.
 
ARTICLES SUPPLEMENTARY
 
7.25% Series B Cumulative Redeemable Preferred Stock
 
 
Cedar Realty Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that:
 
FIRST :  By Articles Supplementary filed with the Department on May 15, 2012 (the “May 15 Articles Supplementary”), the Corporation classified and designated 400,000 shares of Preferred Stock (as defined in the Charter (defined below)) as shares of 7.25% Series B Cumulative Redeemable Preferred Stock (the “Series B Preferred Stock”), and set the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, terms and conditions of redemption and other terms and conditions of such Series B Preferred Stock.  By Articles Supplementary filed with the Department on May 29, 2012 (the “May 29 Articles Supplementary”), the Corporation classified and designated an additional 5,000,000 shares of Preferred Stock as Series B Preferred Stock, forming a single series with and having the same preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, terms and conditions of redemption of shares of stock as the Series B Preferred Stock established pursuant to the May 15 Articles Supplementary.  By Articles Supplementary filed with the Department on September 13, 2012 (the “September Articles Supplementary”), the Corporation classified and designated an additional 700,000 shares of Preferred Stock as Series B Preferred Stock, forming a single series with and having the same preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, terms and conditions of redemption of shares of stock as the Series B Preferred Stock established pursuant to the May 15 Articles Supplementary and the May 29 Articles Supplementary.
 
SECOND :  Under a power contained in Article IV of the Articles of Incorporation of the Corporation, as amended and supplemented (the “Charter”), the Board of Directors of the Corporation (the “Board of Directors”), by resolution duly adopted, classified and designated an additional 1,400,000 shares of Preferred Stock as Series B Preferred Stock (the “Additional Shares of Series B Preferred Stock”) and provided for the issuance thereof.  The Additional Shares of Series B Preferred Stock form a single series with and have the same preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of shares of stock as the Series B Preferred Stock established pursuant to the May 15 Articles Supplementary, the May 29 Articles Supplementary and the September Articles Supplementary, all as set forth in the May 15 Articles Supplementary, the May 29 Articles Supplementary and the September Articles Supplementary.  Upon any restatement of the Charter, Sections 1 and 2 of this Article SECOND shall become part of Article IV of the Charter, with such changes in enumeration as are necessary to complete such restatement.
 
 
 
 
 
Section 1.   Number, Preferences and Other Rights. The number of Additional Shares of Series B Preferred Stock shall be 1,400,000 and shall form a single series with the 6,100,000 shares of Series B Preferred Stock established pursuant to the May 15 Articles Supplementary, the May 29 Articles Supplementary and the September Articles Supplementary, for a total of 7,500,000 shares of Preferred Stock classified and designated as shares of Series B Preferred Stock. The Additional Shares of Series B Preferred Stock shall have the same preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of shares of stock as the 6,100,000 shares of Series B Preferred Stock established pursuant to the May 15 Articles Supplementary, the May 29 Articles Supplementary and the September Articles Supplementary, all as set forth in the May 15 Articles Supplementary, the May 29 Articles Supplementary and the September Articles Supplementary.  The par value of the Additional Shares of Series B Preferred Stock shall be $.01 per share.
 
Section 2.   Distributions.   Holders of the Additional Shares of Series B Preferred Stock shall be entitled to receive the full amount of all distributions payable in respect of the Series B Preferred Stock from the Distribution Payment Date immediately preceding the date of original issuance of the Additional Shares of Series B Preferred Stock, but shall not be entitled to receive any distributions paid or payable with regard to Series B Preferred Stock prior to such Distribution Payment Date.
 
THIRD :  The Additional Shares of Series B Preferred Stock have been classified and designated by the Board of Directors under the authority contained in the Charter.
 
FOURTH :  These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law.
 
FIFTH :  The undersigned President of the Corporation acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned President 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.
 
 
 
 
 
IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be executed under seal in its name and on its behalf by its President and attested to by its Secretary on this 20th day of November, 2012.
 
ATTEST:
 
CEDAR REALTY TRUST, INC.
 
       
/s/ Stuart H. Widowski
 
/s/ Bruce J. Schanzer
 
Stuart H. Widowski, Secretary
 
Bruce J. Schanzer, President
 

 
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EXHIBIT 3.3
 
AMENDMENT NO. 8
TO
AGREEMENT OF LIMITED PARTNERSHIP
OF
CEDAR REALTY TRUST PARTNERSHIP, L.P.
 
This Amendment No. 8 (this “Amendment”) to Agreement of Limited Partnership (the “Partnership Agreement”) of Cedar Realty Trust Partnership, L.P. (the “Partnership”) is entered into as of November 20, 2012, by and among Cedar Realty Trust, Inc. (the “General Partner”) and the Partnership.  All capitalized terms used herein shall have the meanings given to them in the Partnership Agreement.
 
WHEREAS, Section 4.5 of the Partnership Agreement authorizes the General Partner to cause the Partnership to issue additional Partnership Units in one or more classes or series, with such designations, preferences and relative, participating, optional or other special rights, powers and duties as shall be determined by the Genera l Partner, subject to the provisions of such Section; and
 
WHEREAS, the General Partner established a new class of Partnership Units, designated the 7.25% Series B Cumulative Redeemable Preferred Partnership Units (the “Series B Preferred Partnership Units”) and initially issued 400,000 Series B Preferred Partnership Units to the General Partner; and
 
WHEREAS, the General Partner amended the Partnership Agreement to (i) increase the number of designated Series B Preferred Partnership Units to 5,400,000 units and then further increased it to 6,100,000 units and (ii) authorize the issuance of up to an additional 5,700,000 Series B Preferred Partnership Units  to the General Partner, from time to time.
 
WHEREAS, the General Partner desires to amend the Partnership Agreement to (i) increase the number of designated Series B Preferred Partnership Units to 7,500,000 and (ii) authorize the issuance of up to an additional 1,400,000 Series B Preferred Partnership Units (the “Additional Series B Preferred Partnership Units”) to the General Partner, from time to time.
 
NOW THEREFORE, in consideration of the mutual covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
 
Section 1.        Issuance of Series B Preferred Partnership Units .
 
In consideration of the contribution of the net proceeds from the issue and sale by the General Partner of up to 1,400,000 shares of its 7.25% Series B Cumulative Redeemable Preferred Stock from time to time, the Partnership hereby agrees to issue to the General Partner the applicable number of Additional Series B Preferred Partnership Units, from time to time, as such number of shares of the General Partner’s 7.25% Series B Cumulative Redeemable Preferred Stock are sold.
 
 
 
 
 
Section 2.        Exhibits to Partnership Agreement .
 
(a)      The General Partner shall maintain the information set forth in Exhibit A to the Partnership Agreement, as such information shall change from time to time, in such form as the General Partner deems appropriate for the conduct of the Partnership affairs, and Exhibit A shall be deemed amended from time to time to reflect the information so maintained by the General Partner, whether or not a formal amendment to the Partnership Agreement has been executed amending such Exhibit A.  In addition to the issuance of the Additional Series B Preferred Partnership Units to the General Partner from time to time pursuant to this Amendment, such information shall reflect (and Exhibit A shall be deemed amended from time to time to reflect) the issuance of any additional Partnership Units to the General Partner or any other Person, the transfer of Partnership Units and the redemption of any Partnership Units, all as contemplated herein.
 
(b)      In addition, Section 1 to Exhibit 2 to the Partnership Agreement is hereby amended by deleting the second sentence thereof in its entirety and replacing it with the following:
 
“The number of Series B Preferred Partnership Units shall be 7,500,000.”
 
 
 
 
 
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 8 to the Partnership Agreement to be executed as of the day and year first above written.
 
 
CEDAR REALTY TRUST PARTNERSHIP, L.P.
 
       
 
By:
Cedar Realty Trust, Inc.
 
   
General Partner
 
       
 
By:
/s/ Bruce J. Schanzer
 
    Name:   Bruce J. Schanzer  
    Title:     President  
       
  CEDAR REALTY TRUST, INC.  
       
 
By:
/s/ Bruce J. Schanzer
 
    Name:   Bruce J. Schanzer  
    Title:    President  
 
 
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