0001157523-14-000752.txt : 20140224 0001157523-14-000752.hdr.sgml : 20140224 20140224120217 ACCESSION NUMBER: 0001157523-14-000752 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140220 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140224 DATE AS OF CHANGE: 20140224 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN CAMPUS COMMUNITIES INC CENTRAL INDEX KEY: 0001283630 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 760753089 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32265 FILM NUMBER: 14636049 BUSINESS ADDRESS: STREET 1: 12700 HILL COUNTRY BOULEVARD STREET 2: STE T-200 CITY: AUSTIN STATE: TX ZIP: 78738 BUSINESS PHONE: 512-732-1000 MAIL ADDRESS: STREET 1: 12700 HILL COUNTRY BOULEVARD STREET 2: STE T-200 CITY: AUSTIN STATE: TX ZIP: 78738 FILER: COMPANY DATA: COMPANY CONFORMED NAME: American Campus Communities Operating Partnership LP CENTRAL INDEX KEY: 0001357369 IRS NUMBER: 562473181 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-181102-01 FILM NUMBER: 14636050 BUSINESS ADDRESS: STREET 1: 12700 HILL COUNTRY BOULEVARD STREET 2: SUITE T-200 CITY: AUSTIN STATE: TX ZIP: 78738 BUSINESS PHONE: 5127321000 MAIL ADDRESS: STREET 1: 12700 HILL COUNTRY BOULEVARD STREET 2: SUITE T-200 CITY: AUSTIN STATE: TX ZIP: 78738 8-K 1 a50810468.htm AMERICAN CAMPUS COMMUNITIES, INC. 8-K a50810468.htm
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):  February 20, 2014
 
AMERICAN CAMPUS COMMUNITIES, INC.
 
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP
(Exact name of Registrant as specified in its Charter)
 
Maryland
Maryland
001-32265
333-181102-01
76-0753089
56-2473181
(State or other jurisdiction of
incorporation or organization)
(Commission file number)
 
(I.R.S. Employer
Identification Number)

12700 Hill County Blvd., Suite T-200, Austin, Texas  78738
(Address of Principal Executive Offices)   (Zip Code)
 
Registrant's telephone number, including area code:  (512) 732-1000
 
 
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:
 
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 5.03     Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 20, 2014, American Campus Communities, Inc. adopted the amendment to its Bylaws to require that directors be reelected by a majority, rather than plurality, of the votes cast at a stockholder meeting.  The description herein of such amendment is qualified in its entirety, and the terms therein are incorporated herein, by reference to the Amendment filed as Exhibit 3.1 hereto.

Item 9.01     Financial Statements and Exhibits
 
      (d)           Exhibits
 
       The Exhibits to this Report are listed on the Exhibit Index attached hereto.
 
 
 
 

 
 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: February 24, 2014
AMERICAN CAMPUS COMMUNITIES, INC.
         
 
By:
/s/ Jonathan A. Graf
    Jonathan A. Graf
   
Executive Vice President, Chief Financial
Officer, Secretary and Treasurer
         
         
 
AMERICAN CAMPUS COMMUNITIES
OPERATING PARTNERSHIP LP
         
 
By:
American Campus Communities Holdings
LLC, its general partner
         
   
By:
American Campus Communities,
Inc., its sole member
         
     
By:
/s/ Jonathan A. Graf
       
Jonathan A. Graf
       
Executive Vice President,
Chief Financial Officer,
Secretary and Treasurer
 
 
 

 
 
EXHIBIT INDEX
 
Exhibit
Number
 
3.1
 
Title
 
Amendment to the Bylaws of American Campus Communities, Inc.
 
 
 
EX-3.1 2 a50810468ex3_1.htm EXHIBIT 3.1 a50810468ex3_1.htm
EXHIBIT 3.1
 
AMENDMENT TO THE
 
BYLAWS OF
 
AMERICAN CAMPUS COMMUNITIES, INC.
 
WHEREAS, American Campus Communities, Inc., a Maryland corporation (the "Corporation"), has heretofore adopted the Bylaws of American Campus Communities, Inc. (the "Bylaws"); and
 
WHEREAS, the Corporation desires to amend the Bylaws as set forth herein.
 
NOW, THEREFORE, Section 6 of Article II of the Bylaws is amended and restated to read in its entirety as follows:
 
"Section 6.     VOTING.  Subject to the rights of the holders of any class or series of preferred stock of the Corporation to elect directors under specified circumstances set forth in the Corporation's charter, a majority of all the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to elect a director.  Each share may be voted for as many individuals as there are directors to be elected and for whose election the share is entitled to be voted.  Unless otherwise provided in the charter of the Corporation, each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders."
 
IN WITNESS WHEREOF, the Corporation has caused this Amendment to be executed in its name and on its behalf to be effective as of February 20, 2014.
 
 
   
AMERICAN CAMPUS COMMUNITIES, INC., a
Maryland corporation
     
  By:  /s/ Jonathan A. Graf
   
Jonathan A. Graf
   
Executive Vice President, Chief Financial
Officer, Secretary and Treasurer