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
December
30, 2014
Date
of Report
(Date
of earliest event reported)
American Spectrum Realty, Inc.
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(Exact name of registrant as
specified in its charter)
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Maryland
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001-16785
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52-2258674
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(State or 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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2401 Fountain View, Suite 750, Houston, Texas 77057
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(Address
of principal executive offices)
(Zip Code)
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(713) 706-6200
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(Registrant’s telephone number, including area code)
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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 (see General Instructions A.2.
below):
⃞
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 2.04. Triggering Events That Accelerate or Increase a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement.
Default under Series B Articles Supplementary
On December 1, 2014, American Spectrum Realty, Inc., a Maryland
corporation (the “Company”) failed to make a mandatory dividend
payment in the aggregate amount of $66,904 to the holders (the “Series
B Holders”) of the Company’s 8% Cumulative Preferred Stock, Series B
(“Series B Preferred Stock”), as required by the Company’s Amended and
Restated Articles Supplementary, Series B (the “Series B Articles
Supplementary”) and has not subsequently made any further monthly
mandatory dividend payments. The failure to make the mandatory
dividend payment was not cured within 30 days of December 1, 2014 and
has not been cured, which constitutes an “Event of Default” under the
Series B Articles Supplementary. Additionally, on December 1, 2014, the
Company failed to make a redemption payment in the aggregate amount of
$3,010,686 to the Series B Holders, as required by the Series B
Articles Supplementary, which remains uncured and will constitute an
“Event of Default” if not cured within 90 days of December 1, 2014. The
Company failed to make the mandatory dividend payments and redemption
payments due to a lack of funds.
As a result of the Event of Default, the distribution rate on the Series
B Preferred Stock increased from 8.0% per annum to 15.0% per annum and
remains at such rate until the Event of Default is cured and the Series
B Holders have the right, during the pendency of the Event of Default,
to require the Company to redeem all (but not less than all) of the
outstanding shares of Series B Preferred Stock. In January 2015, the
Company received a redemption notice from the Series B Holders.
As of February 1, 2015 the following amounts are required to redeem the
Series B Preferred:
Series B Preferred Liquidation Value
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$20,071,241
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Cumulative Deferred Dividends
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1,158,150
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Dividends in Arrears
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133,808
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Increased Dividends due to Default
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418,151
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February 1, 2015 Dividend Due
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200,712
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Total Redemption Obligation
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$21,982,062
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Additionally, because the dividend payments and mandatory redemption
payments, are in arrears by more than sixty (60) days, the Series B
Holders (voting together as a single class) are entitled to vote for the
election of a number of directors of the Company constituting a majority
of the Board of Directors (the “Series B Directors”) and the entire
Board of Directors, as applicable, will be increased by the number of
the Series B Directors. The Series B Holders can effect such vote at a
special meeting by requesting the Company to set a record date and call
special meeting. At any such annual or special meeting, the Series B
Holders, by plurality vote, voting together as a single class will be
entitled to elect a number of directors constituting a majority of the
Board of Directors on the basis of one vote per share of Series B
Preferred Stock. On January 30, 2015, the Company received a notice
from the Series B Holders requesting the Company, pursuant to the terms
of the Series B Articles Supplementary, to call a special meeting.
Default under the Series C Articles Supplementary
Under the terms of the Company’s Articles Supplementary, Series C (the
“Series C Articles Supplementary”), if the Company fails to make any
payments required by that certain Contribution Agreement dated as of
December 2013 between the Company, Asset Managers, Inc., American
Spectrum Realty Operating Partnership, L.P., American Spectrum Dunham
Properties, LLC and the initial holders of Series B, as amended by the
Settlement Agreement and Mutual Release dated June 3, 2014 (the
“Contribution Agreement”), an Event of Default will be deemed to have
occurred. The Contribution Agreement provides that, among other
requirements, payments shall be due in accordance with the terms of the
Series B Articles Supplementary.
As a result of the Event of Default, the distribution rate on the Series
C Preferred Stock increased from 8.0% per annum to 15.0% per annum and
remains at such rate until the Event of Default is cured and the Series
C Holders have the right to require the Company to redeem (all but not
less than all) the Series C Preferred Stock upon notice of redemption of
the Series B Preferred Stock.
The Company could cure the Event of Default under the Series B Articles
Supplementary and Series C Articles Supplementary by making the
following dividend and redemption payments to Series B Holders:
December 1, 2014 Redemption Payment
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$3,010,686
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Dividends in Arrears
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133,808
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Increased Dividends due to Default
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418,151
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February 1, 2015 Dividend Due
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200,712
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Total Amount Required to Cure
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$3,763,357
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The occurrence of the Event of Default is related to the Company’s lack
of funds needed to pay the maturing obligations as they come
due. Although there can be no assurances, the Company’s management is
currently contesting the Event of Default and the calling of a special
meeting and working to address these issues through negotiations with
the Series B Holders. Additionally, the Company continues to work on
the sale of its portfolio of properties to raise additional funds to
meet these and other maturing obligations. At this time, management is
uncertain as to the outcome of its negotiations and cannot predict the
ultimate proceeds for any asset sales or the timing of such sales with
any certainty.
Forward-Looking Statements
The Company’s statements contained in this Current Report on Form 8-K
that are not historical facts are forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934, as amended. Actual results may differ
materially from those included in the forward-looking statements. The
Company intends those forward-looking statements to be covered by the
safe-harbor provisions for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995, and the Company is
including this statement for purposes of complying with those
safe-harbor provisions. Forward-looking statements, which are based on
certain assumptions and describe future plans, strategies, intentions
and expectations, are generally identifiable by use of the words
"expect," "project," "may," "will," "should," "could," "would,"
"intend," "plan," "propose," "anticipate," "estimate," "believe,"
"continue," "predict," "potential," or the negative of such terms and
other comparable terminology. The Company’s ability to predict results
or the actual effect of future plans or strategies is inherently
uncertain.
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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AMERICAN SPECTRUM REALTY, INC.
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By:
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/s/ William J. Carden
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William J. Carden
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Chairman of the Board, President
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and Chief Executive Officer
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Date:
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February 12, 2015
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American Spectrum (AMEX:AQQ)
過去 株価チャート
から 6 2024 まで 7 2024
American Spectrum (AMEX:AQQ)
過去 株価チャート
から 7 2023 まで 7 2024