0001193125-14-159209.txt : 20140425 0001193125-14-159209.hdr.sgml : 20140425 20140425133937 ACCESSION NUMBER: 0001193125-14-159209 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140422 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140425 DATE AS OF CHANGE: 20140425 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Landmark Apartment Trust of America, Inc. CENTRAL INDEX KEY: 0001347523 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 203975609 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52612 FILM NUMBER: 14784772 BUSINESS ADDRESS: STREET 1: 3505 E FRONTAGE ROAD STREET 2: STE 150 CITY: TAMPA STATE: FL ZIP: 33607 BUSINESS PHONE: 813-281-2907 MAIL ADDRESS: STREET 1: 3505 E FRONTAGE ROAD STREET 2: STE 150 CITY: TAMPA STATE: FL ZIP: 33607 FORMER COMPANY: FORMER CONFORMED NAME: Apartment Trust of America, Inc. DATE OF NAME CHANGE: 20110103 FORMER COMPANY: FORMER CONFORMED NAME: Grubb & Ellis Apartment REIT, Inc. DATE OF NAME CHANGE: 20071210 FORMER COMPANY: FORMER CONFORMED NAME: NNN Apartment REIT, Inc. DATE OF NAME CHANGE: 20051221 8-K 1 d718150d8k.htm FORM 8-K Form 8-K

 

 

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): April 22, 2014

 

 

Landmark Apartment Trust of America, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   000-52612   20-3975609

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

3505 E Frontage Road, Suite 150

Tampa, Florida

   33607
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (804) 237-1335

Former name or former address, if changed since last report: Not Applicable

 

 

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 March 20, 2014, the Board of Directors (the “Board”) of Landmark Apartment Trust of America, Inc. (the “Company”) approved an amendment (the “Amendment”) to the Company’s Third Amended and Restated Bylaws (the “Bylaws”) to modify the size of the Board. The Amendment took effect on April 22, 2014 upon the consent of the Company’s preferred stockholders.

Article III, Section 3.2 of the Bylaws was amended to provide that the Board shall consist of a minimum of seven and a maximum of eleven directors. A copy of the Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Exhibits and Financial Statements.

 

  d. Exhibits:

 

Exhibit
Number

   

Description

3.1    Second Amendment to Third Amended and Restated Bylaws, dated April 22, 2014

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.

 

April 25, 2014     Landmark Apartment Trust of America, Inc.
    By:  

/s/ B. Mechelle Lafon

    Name:   B. Mechelle Lafon
    Title:   Assistant Chief Financial Officer, Treasurer and Secretary

EXHIBIT INDEX

 

Exhibit
Number

   

Description

3.1    Second Amendment to Third Amended and Restated Bylaws, dated April 22, 2014
 EX-3.1 2 d718150dex31.htm EX-3.1 EX-3.1

Exhibit 3.1

SECOND AMENDMENT TO

THIRD AMENDED AND RESTATED BYLAWS

OF

LANDMARK APARTMENT TRUST OF AMERICA, INC.

This Second Amendment (this “Amendment”) to the Third Amended and Restated Bylaws (the “Bylaws”) of Landmark Apartment Trust of America, Inc. (the “Company”) is dated this 22nd day of April, 2014.

WITNESSETH:

WHEREAS, the Company is governed, in part, by the Bylaws; and

WHEREAS, pursuant to and in accordance with Article XIV of the Bylaws, the Board of Directors of the Company and certain preferred stockholders of the Company, as required by the Company’s charter, have authorized, approved and adopted this Amendment.

NOW THEREFORE, in accordance with the corporate laws of the State of Maryland, the Bylaws of Landmark Apartment Trust of America, Inc. are amended as follows:

 

  1. The first sentence of Article III, Section 3.2 is hereby deleted, and the following is inserted in lieu thereof:

The Board of Directors shall consist of not fewer than 7 nor more than 11 directors, the exact number to be determined from time to time by a majority vote of the Board of Directors, provided that, except as otherwise provided in the Charter, the number thereof shall never be less than the minimum number required by the MGCL, and further provided that, except as may be provided in the terms of any preferred stock issued by the Company, the tenure of office of a Director shall not be affected by any decrease in the number of Directors.

[Signature Page Follows]

LANDMARK APARTMENT TRUST OF AMERICA, INC.
By:  

/s/ Joseph Lubeck

Name:   Joseph Lubeck
Title:   Chairman of the Board of Directors

[Signature Page to Second Amendment to Third Amended and Restated Bylaws]