EQC LIQUIDATING TRUST Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2014-11-04: Form 8-K; Period of report 2014-11-03; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2014-10-31: Form 8-K; Period of report 2014-10-28; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2014-10-01: Form 8-K; Period of report 2014-09-30; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
- 2014-09-08: Form 8-K; Period of report 2014-09-08; Description 7.01 Regulation FD Disclosure; Details 7.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2014-11-04 | 8-K | 2014-11-03 | 2.02 Results of Operations and Financial Condition | 2.02 On November 3, 2014, Equity Commonwealth, or the Company, issued a press release setting forth the Company’s results of operations and financial condition for the quarter and nine months ended September 30, 2014, and also provided certain supplemental operating and financial data for the quarter and nine months ended September 30, 2014. | a14-23406_18k.htm |
| 2014-10-31 | 8-K | 2014-10-28 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On October 28, 2014, the Board of Trustees (the “Board”) of Equity Commonwealth (the “Company”) approved Amendment No. 1 (“Amendment No. 1”) to the CommonWealth REIT 2012 Equity Compensation Plan (as amended and renamed the Equity Commonwealth 2012 Equity Compensation Plan, the “Plan”). | a14-23476_18k.htm |
| 2014-10-01 | 8-K | 2014-09-30 | 1.01 Entry into a Material Definitive Agreement | 1.01 On September 30, 2014, Equity Commonwealth (the “Company”) entered into a Termination and Cooperation Agreement (the “Termination and Cooperation Agreement”) with Reit Management & Research LLC (“RMR”) and RMR Australia Asset Management Pty Limited (“RMR Australia” and together with RMR, the “Manager”). | a14-21784_18k.htm |
| 2014-09-08 | 8-K | 2014-09-08 | 7.01 Regulation FD Disclosure | 7.01 Equity Commonwealth (the “Company”) intends to use certain printed materials (the “Materials”) in connection with upcoming analyst and investor presentations. | a14-20606_18k.htm |
| 2014-08-06 | 8-K | 2014-08-05 | 2.02 Results of Operations and Financial Condition | 2.02 On August 5, 2014, Equity Commonwealth, or the Company, issued a press release setting forth the Company’s results of operations and financial condition for the quarter and six months ended June 30, 2014, and also provided certain supplemental operating and financial data for the quarter and six months ended June 30, 2014. | a14-18213_28k.htm |
| 2014-08-01 | 8-K | 2014-07-31 | 3.03 Material Modification to Rights of Security Holders; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure | 3.03 With respect to the rights of holders of the common shares of beneficial interest, $0.01 par value per share, of Equity Commonwealth (formerly known as CommonWealth REIT) (the “Company”), the disclosure set forth in Item 5.03 and Item 5.07 is incorporated herein by reference. 5.02 On July 31, 2014, the Compensation Committee of the Company’s Board of Trustees (the “Board”) approved a change to the interim annual base salary of Adam Markman, the Company’s Executive Vice President, Chief Financial Officer and Treasurer, from $400,000 to $450,000, with such change being retroactive to July 14, 2014. 5.03 At the reconvened session of the Company’s Annual Meeting on July 31, 2014, the Company’s shareholders approved, among other things, each of the proposed amendments to the Company’s Third Amendment and Restatement of Declaration of Trust (the “Prior Charter”) described in Item 5.07 below and in Proposals 2 and 3 in the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on June 23, 2014 and supplemented on July 10, 2014 (the “Proxy Statement”), which disclosure is incorporated herein by reference (such amendments, the “Charter Amendments”). 5.07 On July 31, 2014, the Company held the reconvened session of its Annual Meeting. 7.01 In response to a question posed at the Annual Meeting regarding the Company’s common share dividend policy, the Company stated that although management is evaluating its options as to the appropriate common dividend policy and that no decision has been made, it does not believe that continuing to pay a dividend in excess of cash flow is sustainable. | a14-18213_18k.htm |
| 2014-07-23 | 8-K | 2014-07-23 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | a14-17640_18k.htm |
| 2014-07-15 | 8-K/A | 2014-07-09 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 This Current Report on Form 8-K/A amends and supplements the registrant’s Current Report on Form 8-K, as filed on July 9, 2014, to include the pro forma financial information required by Item 9.01(b) with respect thereto as set forth below. | a14-17182_18ka.htm |
| 2014-07-09 | 8-K | 2014-07-08 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.01 The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.01 by reference. 5.02 On July 8, 2014, the Board appointed Mr. Adam S. Markman, age 49, as the Company’s Executive Vice President, Chief Financial Officer and Treasurer. 8.01 On June 27, 2014, the Company completed the portfolio sale of 14 properties with a combined approximate 2.8 million square feet for a gross purchase price of $215.9 million. | a14-16825_38k.htm |
| 2014-06-18 | 8-K | 2014-06-17 | 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 3.03 On June 17, 2014, CommonWealth REIT (the “Company”) entered into an amendment (the “Amendment”) to the Renewed Rights Agreement, dated as of March 10, 2004, as amended on December 23, 2013 (as so amended, the “Rights Agreement”) between the Company and EquiServe Trust Company, N.A., as succeeded in interest by Wells Fargo Bank, National Association (“Wells Fargo”), as rights agent. 5.03 On June 18, 2014, in connection with the amendment and expiration of the Rights Agreement, as described above, the Company filed Articles Supplementary with the Maryland State Department of Assessments and Taxation reclassifying the Company’s 3,500,000 authorized but unissued Junior Participating Preferred Shares, par value $0.01 per share, as authorized preferred shares of beneficial interest, par value $0.01 per share, of the Company without further designation and without any preferences or relative, participating, optional, conversion or other rights appertaining thereto, or voting powers, restrictions, limitations as to dividends, qualifications, terms or conditions or redemption, other than those applicable to preferred shares of the Company generally as set forth in the Company’s Third Amendment of Declaration of Trust. 8.01 As previously disclosed, on March 23, 2014, all members of the Company’s Board of Trustees (the “Board”) were removed, without cause, as trustees of the Company. | a14-15624_18k.htm |
| 2014-06-17 | 8-K | 2014-06-13 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | a14-15525_18k.htm |
| 2014-06-12 | 8-K | 2014-06-06 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. 1.02 The above description of the termination of the Forbearance Agreements under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 1.02 by reference. | a14-15287_18k.htm |
| 2014-06-10 | 8-K | 2014-06-05 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.02 At the Company’s 2014 annual meeting of shareholders, or any adjournment thereof (the “Annual Meeting”), the Company’s shareholders will be asked to vote on, among other things, a proposal to amend the Company’s declaration of trust to declassify the Board of Trustees (the “Board”) and provide for the annual election of trustees (the “Declassifying Proposal”). 5.03 On June 5, 2014, the Board approved the Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”) to replace the Company’s prior bylaws (the “Prior Bylaws”). | a14-14992_38k.htm |
| 2014-06-03 | 8-K | 2014-06-03 | 7.01 Regulation FD Disclosure | 7.01 As previously disclosed, the removal of the Company’s entire Board of Trustees, without cause, on March 25, 2014, constituted an event of default under the Company’s term loan and revolving credit facility agreements. | a14-14724_18k.htm |
| 2014-05-27 | 8-K | 2014-05-23 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 On May 23, 2014, at a special meeting of the shareholders of CommonWealth REIT (the “Company”), the following seven individuals were elected to serve on the Board of Trustees of the Company (the “New Board”): Samuel Zell, who will serve as the Chairman of the New Board, James Corl, Edward Glickman, David Helfand, Peter Linneman, Jim Lozier and Kenneth Shea. 5.07 On May 23, 2014, the Company held a special meeting of shareholders (the “Special Meeting”), at which the Company’s shareholders voted solely on the election of trustees. | a14-13507_18k.htm |
| 2014-05-15 | 8-K | 2014-05-14 | 8.01 Other Events | 8.01 As of the close of business on May 14, 2014, the conversion agent reported that holders of our 6-½% Series D Cumulative Convertible Preferred Shares (the “Series D Preferred Shares”) had elected to exercise the Fundamental Change Conversion Right, as defined in the Articles Supplementary dated October 10, 2006 establishing the terms of the Series D Preferred Shares (the “Articles”), with respect to 10,379,586 Series D Preferred Shares. | a14-12811_18k.htm |
| 2014-05-12 | 8-K | 2014-05-09 | 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 3.02 The disclosure contained in Item 8.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02. 8.01 As previously disclosed, as a result of the removal of our entire Board of Trustees effective March 25, 2014, a Change in Control and Fundamental Change occurred under the terms of our Series D Preferred Shares giving rise to a Fundamental Change Conversion Right (each as defined in the Articles Supplementary dated October 10, 2006 establishing the terms of the Series D Preferred Shares (the “Articles”)) for the Series D Preferred Shares. | a14-12344_18k.htm |
| 2014-05-08 | 8-K | 2014-05-08 | 2.02 Results of Operations and Financial Condition | 2.02 On May 8, 2014, CommonWealth REIT, or the Company, issued a press release setting forth the Company’s results of operations and financial condition for the quarter ended March 31, 2014, and also provided certain supplemental operating and financial data for the quarter ended March 31, 2014. | a14-12118_18k.htm |
| 2014-05-05 | 8-K | 2014-04-23 | 8.01 Other Events | 8.01 As previously disclosed in our definitive information statement, April 23, 2014 was the record date for determining shareholders entitled to vote at our special meeting of shareholders. | a14-11929_18k.htm |
| 2014-04-14 | 8-K | 2014-04-09 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On April 9, 2014, the Company issued a press release and mailed a notice to the holders of our Series D Preferred Shares informing such holders that a Fundamental Change had occurred under the terms of the Series D Preferred Shares. | a14-10271_18k.htm |
| 2014-03-31 | 8-K | 2014-03-25 | 1.02 Termination of a Material Definitive Agreement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 1.02 The disclosure contained in Items 3.01 and 5.02 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.02. 3.01 On March 18, 2014, Related Fund Management, LLC and Corvex Management LP (together, “Related/Corvex”) delivered to the Company correspondence which included written consents from holders of the Company’s outstanding common shares as of the February 18, 2014 record date consenting to the proposal by Related/Corvex to remove, without cause, all of the Company’s Trustees and any other person or persons appointed as a Trustee prior to the effective time of the Related/Corvex proposal. 5.01 The disclosure contained in Items 3.01 and 5.02 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.01. 5.02 The disclosure contained in Item 3.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.02. 8.01 The disclosure contained in Items 3.01 and 5.02 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 8.01. | a14-6421_288k.htm |
| 2014-03-26 | 8-K/A | 2014-03-18 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On March 18, 2014, Related Fund Management, LLC and Corvex Management LP (together, “Related/Corvex”) delivered to the Company correspondence which included written consents from holders of the Company’s outstanding common shares as of the February 18, 2014 record date consenting to the proposal by Related/Corvex to remove, without cause, Ronald J. Artinian, William A. Lamkin, Ann Logan, Joseph L. Morea, Adam D. Portnoy, Barry M. Portnoy and Frederick N. Zeytoonjian as Trustees of the Company and any other person or persons elected or appointed to the Board of Trustees of the Company prior to the effective time of such proposal. | a14-6421_278ka.htm |
| 2014-03-24 | 8-K | 2014-03-18 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On March 18, 2014, Related Fund Management, LLC and Corvex Management LP (together, “Related/Corvex”) delivered to the Company what they have represented to be written consents from holders of 96,560,350, or approximately 81%, of the Company’s outstanding common shares consenting to the proposal by Related/Corvex to remove, without cause, Barry M. Portnoy, Adam D. Portnoy, Joseph L. Morea, William A. Lamkin, Frederick N. Zeytoonjian, Ronald J. Artinian and Ann Logan as Trustees of the Company and any other person or persons elected or appointed to the Board of Trustees of the Company prior to the effective time of the proposal (the “Removal Proposal”). | a14-6421_268k.htm |
| 2014-03-10 | 8-K | 2014-03-09 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 As announced last year and disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 26, 2013, the Board of Trustees of the Company (the “Board”) has determined to recommend that shareholders of the Company approve, at the annual meeting scheduled to be held on June 13, 2014, an amendment to the Company’s Declaration of Trust to declassify the Board and allow for the annual election of all Trustees. | a14-7774_18k.htm |
| 2014-02-27 | 8-K | 2014-02-27 | 2.02 Results of Operations and Financial Condition | 2.02 On February 27, 2014, CommonWealth REIT, or the Company, issued a press release setting forth the Company’s results of operations and financial condition for the quarter and year ended December 31, 2013, and also provided certain supplemental operating and financial data for the quarter and year ended December 31, 2013. | a14-6862_18k.htm |
| 2014-02-20 | 8-K | 2014-02-18 | 8.01 Other Events | 8.01 On February 18, 2014, our Board of Trustees issued a press release confirming the record date of February 18, 2014 for the consent solicitation of Related Fund Management, LLC, Corvex Management LP and others to remove, without cause, all members of our Board. | a14-6335_18k.htm |
| 2014-01-31 | 8-K/A | 2014-01-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 28, 2014, our Board of Trustees appointed each of Ronald J. Artinian and Ann Logan to serve on our Audit, Compensation and Nominating and Governance Committees in addition to the Independent Trustees already serving on those committees. | a14-4812_18ka.htm |
| 2014-01-09 | 8-K | 2014-01-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Our Board of Trustees, at a meeting held on January 4, 2014, increased its size from five to seven Trustees and, pursuant to a recommendation of the Board’s Nominating and Governance Committee, appointed Ronald J. Artinian and Ann Logan to fill the vacancies created by the increase in the size of the Board. | a14-3170_18k.htm |