0001193125-12-179112.txt : 20120424 0001193125-12-179112.hdr.sgml : 20120424 20120424170923 ACCESSION NUMBER: 0001193125-12-179112 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120424 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120424 DATE AS OF CHANGE: 20120424 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RETAIL PROPERTIES OF AMERICA, INC. CENTRAL INDEX KEY: 0001222840 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 421579325 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35481 FILM NUMBER: 12776656 BUSINESS ADDRESS: STREET 1: C/O RETAIL PROPERTIES OF AMERICA, INC. STREET 2: 2901 BUTTERFIELD ROAD CITY: OAK BROOK STATE: IL ZIP: 60523 BUSINESS PHONE: 630 368 2863 MAIL ADDRESS: STREET 1: 2901 BUTTERFIELD ROAD CITY: OAK BROOK STATE: IL ZIP: 60523 FORMER COMPANY: FORMER CONFORMED NAME: INLAND WESTERN RETAIL REAL ESTATE TRUST INC DATE OF NAME CHANGE: 20030313 8-K 1 d340010d8k.htm FORM 8-K Form 8-K

 

 

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): April 24, 2012

 

 

RETAIL PROPERTIES OF AMERICA, INC.

(exact name of registrant as specified in charter)

 

 

 

Maryland   001-35481   42-1579325

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

2901 Butterfield Road, Oak Brook, Illinois   60523
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (630) 218-8000

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 (see General Instruction 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 7.01 Regulation FD Disclosure

Attached to this Form 8-K as Exhibit 99.1 is a copy of correspondence from Retail Properties of America, Inc. (the “Company”) to its stockholders in connection with the recommendation of the Company’s Board of Directors that its stockholders reject an unsolicited tender offer for less than 5% of its shares, which mailing the Company will begin to send to its stockholders on or about April 24, 2012 and which mailing is incorporated in its entirety into this report.

The information in this report, including Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

The following Exhibits are included with this Report:

 

99.1 Mailing to stockholders of Retail Properties of America, Inc.

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, thereunto duly authorized.

 

    RETAIL PROPERTIES OF AMERICA, INC.
    (Registrant)
    By:  

/s/ Dennis K. Holland

      Dennis K. Holland
Date: April 24, 2012       Executive Vice President, General Counsel and Secretary
 EX-99.1 2 d340010dex991.htm MAILING TO STOCKHOLDERS OF RETAIL PROPERTIES OF AMERICA, INC. Mailing to stockholders of Retail Properties of America, Inc.

Exhibit 99.1

RETAIL PROPERTIES OF AMERICA, INC.

RECOMMENDS REJECTION OF CMG TENDER OFFER

We are aware that you may have received an unsolicited mini-tender offer by CMG Partners (“CMG”) dated April 17, 2012, to purchase up to 200,000 shares of each class of Retail Properties of America, Inc. (“RPAI”) for a price of $6.50 per share, less the amount of any distributions paid to you on or after May 18, 2012. CMG and its offer are not affiliated with RPAI.

The RPAI Board of Directors has unanimously determined that the offer is not in the best interests of the stockholders. Although each stockholder has his or her individual liquidity needs and must evaluate the offer accordingly, the Board of Directors does not recommend or endorse CMG’s mini-tender offer and suggests that stockholders reject the offer and not tender their shares pursuant to the offer. If you wish to reject the offer and retain your shares, no action is necessary.

As previously communicated, due to a reverse stock split and stock dividend, stockholders of RPAI now own 4 classes of shares of common stock, Class A, Class B-1, Class B-2, and Class B-3 shares of common stock. The Class A shares of common stock are now trading on the New York Stock Exchange (“NYSE”). As previously mentioned, the terms of the Class B-1 common stock, Class B-2 common stock and Class B-3 common stock are identical in all respects to the Class A common stock, except that these classes of stock are not yet listed on a national securities exchange, however:

 

  •  

the Class B-1 common stock will automatically convert into Class A common stock on the date that is six months after the initial listing of the Class A common stock;

 

  •  

the Class B-2 common stock will automatically convert into Class A common stock on the date that is 12 months after the initial listing of the Class A common stock; and

 

  •  

the Class B-3 common stock will automatically convert into Class A common stock on the date that is 18 months after the initial listing of the Class A common stock.

The closing price of the Class A common stock on the NYSE on April 23, 2012 was $9.14 per share; and its trading range on the NYSE since trading began has been between $8.54 and $9.44 per share as of April 23, 2012. The CMG offer price of $6.50 is below this range of trading of the Class A common stock.

Since all shares of Retail Properties of America, Inc. (RPAI) will convert into the publicly listed Class A common stock in 18 months, the estimated value of all classes of common stock should be established with reference to the closing price on the NYSE of the Class A common stock as of the date of such statement. Please remember, there is no public trading market for our Class B common stock and it may be difficult to sell shares of our Class B common stock over the next 18 months. As such, the value of the Class B shares established with reference to such closing price should not be viewed as the amount that would be received in the event of a sale of the Class B shares or the price at which the Class B shares will trade when they are ultimately listed.

 

Please note that CMG clearly states in the offer:

 

  •  

The trading price of the Class A shares is currently higher than the offer price, so you would receive significantly more by transferring your Class A shares to a brokerage account and selling them on the open market.

 

  •  

All dividends made to you with respect to tendered shares on or after May 18, 2012 will belong to CMG and the amount of such dividends will be deducted from your sales proceeds.

Stockholders are urged to consult with their financial advisors and to exercise caution with respect to mini-tender offers. Mini-tender offers are third-party offers to purchase less than 5% of a company’s outstanding shares, thereby avoiding the filing, disclosure and procedural requirements adopted by the Securities and Exchange Commission (“SEC”) for the protection of investors. The SEC has cautioned investors about offers of this nature. Additional information about mini-tender offers is available on the SEC’s website at www.sec.gov/investor/pubs/minitend.htm.

    

If you have any questions, please contact your financial advisor or our Investor Relations Team at 800.541.7661.