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) July 6, 2009 (June 30, 2009)

Education Realty Trust, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Maryland	001-32417	201352180
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

530 Oak Court Drive, Suite 300 Memphis, Tennessee	38117
(Address of Principal Executive Offices)	(Zip Code)

901-259-2500

(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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 6, 2009, Education Realty Trust, Inc. (the “Company”) announced that its Board of Directors has initiated a search for a new Chief Executive Officer and President in connection with its plan for leadership succession for the Company.  The Company’s Board of Directors is in the process of identifying candidates in preparation for the future retirement of Paul O. Bower, Chief Executive Officer, President and Chairman of the Board of Directors. Mr. Bower has informed the Board of Directors that he desires to retire from active employment with the Company by the end of the first quarter of 2010, subject to the appointment of his successor.  After stepping down as Chief Executive Officer and President, Mr. Bower will continue to serve on the Board of Directors of the Company as its Chairman.

Item 7.01. Regulation FD Disclosure.

On July 6, 2009, the Company issued a press release announcing second quarter 2009 preliminary preleasing statistics for its owned and managed student housing communities.  A copy of this press release is furnished with this Form 8-K as Exhibit 99.2.

A copy of the press release announcing Mr. Bower’s intent to retire is furnished with this Form 8-K as Exhibit 99.1

In accordance with General Instructions B.2 and B.6 of Form 8-K, the information included in Item 7.01 of this Current Report on Form 8-K (including Exhibits 99.1 and 99.2), shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d)  Exhibits.  The following exhibits are being furnished herewith to this Current Report on Form 8-K.

Exhibit No.	Description
99.1	Press Release dated July 6, 2009 Announcing Executive Succession Plan
99.2	Press Release dated July 6, 2009 Announcing Second Quarter 2009 Preleasing Statistics

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.

	EDUCATION REALTY TRUST, INC.
Date: July 6, 2009	By:	/s/ Randall H. Brown
		Randall H. Brown Executive Vice President, Chief Financial Officer, Treasurer and Secretary

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release dated July 6, 2009 Announcing Executive Succession Plan
99.2	Press Release dated July 6, 2009 Announcing Second Quarter 2009 Preleasing Statistics

EX-99.1

Exhibit 99.1

 

Education Realty Trust Announces Executive Succession Plan

MEMPHIS, Tenn., July 6, 2009 — Education Realty Trust, Inc. (NYSE: EDR) announced today that its Board of Directors has initiated a search for a new Chief Executive Officer and President in connection with its plan for leadership succession for the Company.  The Company’s Board of Directors is in the process of identifying candidates in preparation for the future retirement of Paul O. Bower, Chief Executive Officer, President and Chairman of the Board of Directors. Mr. Bower, age 66, has informed the Board of Directors that he intends to retire from active employment with the Company upon appointment of his successor.  Mr. Bower will remain on the Board of Directors, and continue to serve as its Chairman, following his retirement.  Mr. Bower, has led the Company since its initial public offering in 2005, and has been with its predecessor, Allen & O’Hara, Inc., a leader and innovator in the student housing industry, since 1969.

The Company’s Board of Directors will identify and assess potential candidates and determine finalists for consideration. The search will encompass both internal and external candidates, and the Board has retained SpencerStuart, a leading international executive search firm, to assist in the process. The Board expects to complete the search process and appoint Mr. Bower’s successor by the end of the first quarter of 2010.

“Over the past five years, and in the face of a deteriorating economy during unprecedented times, Paul has led the Company’s evolution and transformation into a leading national owner and operator of student housing communities.  We are deeply grateful to Paul for his many contributions and we are pleased that he plans to stay actively involved with the Company,” said Dr. John L. Ford, Chairman of the Nominating and Corporate Governance Committee of the Company’s Board of Directors.

About Education Realty Trust

Education Realty Trust (NYSE: EDR) is a self-administered, self-managed real estate investment trust that owns, develops and manages high-quality student housing communities throughout the United States. Led by a team with over 200 years of shared industry experience, EDR is one of America’s largest owners and operators of collegiate student housing. Its portfolio includes 63 communities in 21 states with 37,152 owned and managed beds. For more information please visit the Company’s website at www.educationrealty.com.

Safe Harbor Statement

Statements about EDR’s business that are not historical facts are “forward-looking statements.” Forward-looking statements are based on current expectations. You should not rely on EDR’s forward-looking statements because the matters they describe are subject to known and unknown risks and uncertainties that could cause EDR’s future results, performance, or achievements to differ significantly from the results, performance, or achievements expressed or implied by such statements. Such risks are set forth under the captions “Item 1A. Risk Factors” and “Forward-Looking Statements” and under the caption “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” (or similar captions) in EDR’s annual report on Form 10-K and quarterly reports on Form 10-Q, and as described in its other filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date on which they are made, and EDR undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments, or otherwise.

Contact:

Brad Cohen

ICR, LLC

203-682-8211

bcohen@icrinc.com

EX-99.2

Exhibit 99.2

 

Education Realty Trust Announces

Second Quarter 2009 Preliminary Preleasing Statistics

MEMPHIS, Tenn., July 6, 2009 — Education Realty Trust, Inc. (NYSE: EDR), a leader in the ownership, management and development of student housing today announced its latest leasing results for the upcoming 2009 fall lease term.

2009 Leasing

As of June 29, 2009, leasing for the combined wholly-owned portfolio on a same community basis reflected approximately 82% of beds applied for and 75% leased compared to 79% and 74%, respectively, at this time last year. Leasing on a same community – legacy portfolio basis reflected approximately 84% of beds applied for and 78% leased compared to 84% and 79%, respectively, at this time last year.  Regarding the former Place portfolio, approximately 75% of the beds have been applied for and 66% have been leased compared to 63% and 58%, respectively, at this time last year.  An application is defined as a signed student lease except for the receipt of an executed parental guarantee or completion of background verification.

The Company has included a detailed, property by property status report on fall leasing for the same-community group, including EDR’s legacy and former Place portfolio. The chart accompanying this release is available at http://media.primezone.com/cache/9749/file/7071.pdf.

About Education Realty Trust

Education Realty Trust (NYSE: EDR) is a self-administered, self-managed real estate investment trust that owns, develops and manages high-quality student housing communities throughout the United States. Led by a team with over 200 years of shared industry experience, EDR is one of America’s largest owners and operators of collegiate student housing. Its portfolio includes 63 communities in 21 states with 37,152 owned and managed beds. For more information please visit the Company’s website at www.educationrealty.com.

Safe Harbor Statement

Statements about EDR’s business that are not historical facts are “forward-looking statements.” Forward-looking statements are based on current expectations. You should not rely on EDR’s forward-looking statements because the matters they describe are subject to known and unknown risks and uncertainties that could cause EDR’s future results, performance, or achievements to differ significantly from the results, performance, or achievements expressed or implied by such statements. Such risks are set forth under the captions “Item 1A. Risk Factors” and “Forward-Looking Statements” and under the caption “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” (or similar captions) in EDR’s annual report on Form 10-K and quarterly reports on Form 10-Q, and as described in its other filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date on which they are made, and EDR undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments, or otherwise.

Contact:

Brad Cohen

ICR, LLC

203-682-8211

bcohen@icrinc.com

EDUCATION REALTY TRUST, INC.

Preleasing Statistics - as of June 29th

																				Fall Occupancy
		Design		Applications*								Fully Executed Leases								as of Sept. 30, 2008
Community	Primary University	Beds		2009	%			2008		%		2009		%		2008		%		Beds		%
The Gables	Western Kentucky University		288	271		94.1	%		254	88.2	%		259	89.9	%		243	84.4	%		288	100.0	%
The Reserve at Athens	University of Georgia		612	597		97.5	%		562	91.8	%		586	95.8	%		547	89.4	%		575	94.0	%
Players Club	Florida State University		336	327		97.3	%		327	97.3	%		315	93.8	%		305	90.8	%		333	99.1	%
NorthPointe	University of Arizona		912	746		81.8	%		779	85.4	%		620	68.0	%		691	75.8	%		879	96.4	%
The Reserve at Clemson	Clemson University		590	564		95.6	%		534	90.5	%		519	88.0	%		502	85.1	%		569	96.4	%
Pointe at South Florida	University of South Florida		1,002	665		66.4	%		622	62.1	%		605	60.4	%		622	62.1	%		875	87.3	%
The Reserve on Perkins	Oklahoma State		732	515		70.4	%		635	86.7	%		498	68.0	%		594	81.1	%		723	98.8	%
The Commons	Florida State University		732	572		78.1	%		492	67.2	%		485	66.3	%		368	50.3	%		598	81.7	%
The Pointe at Western	Western Michigan University		876	656		74.9	%		526	60.0	%		603	68.8	%		450	51.4	%		671	76.6	%
College Station at West Lafayette	Purdue University		960	923		96.1	%		775	80.7	%		895	93.2	%		753	78.4	%		902	94.0	%
Commons on Kinnear	Ohio State University		502	458		91.2	%		499	99.4	%		445	88.6	%		496	98.8	%		501	99.8	%
The Pointe	Penn State		984	984		100.0	%		984	100.0	%		984	100.0	%		976	99.2	%		983	99.9	%
The Reserve at Columbia	University of Missouri		676	674		99.7	%		676	100.0	%		655	96.9	%		652	96.4	%		675	99.9	%
Commons at Knoxville	University of Tennessee		708	688		97.2	%		701	99.0	%		639	90.3	%		677	95.6	%		707	99.9	%
The Reserve on Frankford	Texas Tech		737	556		75.4	%		552	74.9	%		499	67.7	%		498	67.6	%		663	90.0	%
The Reserve at Star Pass	University of Arizona		1,020	604		59.2	%		877	86.0	%		524	51.4	%		782	76.7	%		967	94.8	%
The Lofts	University of Central Florida		730	665		91.1	%		672	92.1	%		622	85.2	%		671	91.9	%		726	99.5	%
The Reserve on West 31st	University of Kansas		714	569		79.7	%		598	83.1	%		477	66.8	%		559	77.6	%		703	97.6	%
Campus Creek	University of Mississippi		636	546		85.8	%		503	79.1	%		499	78.5	%		432	67.9	%		560	88.1	%
Pointe West	University of South Carolina		480	339		70.6	%		399	83.1	%		334	69.6	%		379	79.0	%		444	92.5	%
Campus Lodge	University of Florida		1,116	1,116		100.0	%		875	78.4	%		1,105	99.0	%		853	76.4	%		985	88.3	%
College Grove	Middle Tennessee State Univ.		864	618		71.5	%		703	81.4	%		527	61.0	%		675	78.1	%		851	98.5	%
The Reserve on South College	Auburn University		576	382		66.3	%		557	96.7	%		350	60.8	%		505	87.7	%		562	97.6	%
The Avenue at Southern	Georgia Southern Univ.		624	383		61.4	%		458	73.4	%		317	50.8	%		370	59.3	%		571	91.5	%
Same apartment community - Legacy portfolio			17,407	14,418		82.8	%		14,560	83.6	%		13,362	76.8	%		13,600	78.1	%		16,311	93.7	%
University Towers	North Carolina State		953	953		100.0	%		953	100.0	%		953	100.0	%		953	100.0	%		953	100.0	%
Total same community - Legacy portfolio			18,360	15,371		83.7	%		15,513	84.5	%		14,315	78.0	%		14,553	79.2	%		17,264	94.0	%

Troy Place	Troy State Univ.	408	280	68.6	%	245	60.0	%	278	68.1	%	224	54.9	%	405	99.3	%
The Reserve at Jacksonville	Jacksonville State University	504	291	57.7	%	262	52.0	%	238	47.2	%	262	52.0	%	476	94.4	%
River Place	State Univ. of West GA	504	504	100.0	%	274	54.4	%	464	92.1	%	249	49.4	%	380	75.4	%
Clayton Place	Clayton College & State Univ.	854	265	31.0	%	281	32.9	%	165	19.3	%	239	28.0	%	439	51.4	%
Macon Place	Macon State College	336	159	47.3	%	209	62.2	%	120	35.7	%	158	47.0	%	258	76.8	%
The Chase at Murray	Murray State Univ.	408	408	100.0	%	246	60.3	%	395	96.8	%	227	55.6	%	279	68.4	%
Cape Place	Southeast Missouri State Univ.	360	360	100.0	%	360	100.0	%	356	98.9	%	356	98.9	%	357	99.2	%
Clemson Place	Clemson University	288	280	97.2	%	258	89.6	%	272	94.4	%	224	77.8	%	265	92.0	%
The Reserve at Martin	Univ. of Tenn. - Martin	384	301	78.4	%	208	54.2	%	236	61.5	%	199	51.8	%	265	69.0	%
Carrollton Place	State Univ. of West GA	336	261	77.7	%	329	97.9	%	250	74.4	%	318	94.6	%	333	99.1	%
The Pointe at Southern	Georgia Southern Univ.	528	340	64.4	%	452	85.6	%	255	48.3	%	416	78.8	%	494	93.6	%
Berkeley Place	Clemson University	480	480	100.0	%	347	72.3	%	475	99.0	%	319	66.5	%	445	92.7	%
Western Place	Western Kentucky University	504	469	93.1	%	241	47.8	%	408	81.0	%	211	41.9	%	429	85.1	%
Same apartment community - Former Place Portfolio		5,894	4,398	74.6	%	3,712	63.0	%	3,912	66.4	%	3,402	57.7	%	4,825	81.9	%
Total same community - Wholly-owned portfolio		24,254	19,769	81.5	%	19,225	79.2	%	18,227	75.2	%	17,955	74.0	%	22,089	91.1	%

* An application is defined as a signed student lease without the receipt of an executed parental guarantee, which can take time to obtain.