0001171520-12-000724.txt : 20120815 0001171520-12-000724.hdr.sgml : 20120815 20120815103142 ACCESSION NUMBER: 0001171520-12-000724 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20120815 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120815 DATE AS OF CHANGE: 20120815 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FSP 303 East Wacker Drive Corp. CENTRAL INDEX KEY: 0001431766 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 208061759 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53165 FILM NUMBER: 121035608 BUSINESS ADDRESS: STREET 1: 401 EDGEWATER PLACE STREET 2: SUITE 200 CITY: WAKEFIELD STATE: MA ZIP: 01880 BUSINESS PHONE: 781-557-1300 MAIL ADDRESS: STREET 1: 401 EDGEWATER PLACE STREET 2: SUITE 200 CITY: WAKEFIELD STATE: MA ZIP: 01880 8-K 1 eps4819.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): August 15, 2012

 

 

FSP 303 EAST WACKER DRIVE CORP.

(Exact name of registrant as specified in its charter)

 

Delaware 000-53165 20-8061759

(State or other jurisdiction

of incorporation)

(Commission
File Number)
(IRS Employer
Identification No.)

 

 

401 Edgewater Place, Suite 200, Wakefield, Massachusetts 01880
(Address of principal executive offices) (Zip Code)

 

 

Registrant’s telephone number, including area code: (781) 557-1300

 

 

(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.

 

On or about August 15, 2012, FSP 303 East Wacker Drive Corp. will be mailing a letter to the holders of its preferred stock regarding the dividend declaration and property updates for the three and six months ended June 30, 2012. The full text of the letter is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information in this Form 8-K (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)Exhibits

 

See Exhibit Index attached hereto.

 

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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.

 

  FSP 303 EAST WACKER DRIVE CORP.
   
Date:  August 15, 2012 By:  /s/ George J. Carter
 

George J. Carter

President

 
       

 

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EXHIBIT INDEX

 

 

Exhibit No. Description
   
99.1 Letter to be mailed by FSP 303 East Wacker Drive Corp. on or about August 15, 2012.

 

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EX-99 2 ex99-1.htm

Exhibit 99.1

August 15, 2012

FSP 303 East Wacker Drive Corp.

 

FSP 303 East Wacker Drive Corp. (the "Company") has declared a dividend in the amount of $859 per share of preferred stock, representing property operations for the quarter ended June 30, 2012. The dividend will be payable on August 29, 2012 and will be paid directly by the Company. NOTE: if your investment is in a retirement account, the dividend will be sent to your custodian or plan administrator.

 

The Company owns a 28-story, multi-tenant office tower located in downtown Chicago, Illinois containing approximately 859,000 square feet of office and retail space and a 294-stall underground parking garage (the “Property”). The Property remained approximately 94% leased as of June 30, 2012. The average occupancy as of June 30, 2012 in the Chicago central business district (“CBD”) office market was approximately 85%. The office market occupancy in the East Loop, the Property’s specific CBD submarket, was approximately 84% as of the same date. The office market in Chicago has had difficulty stabilizing during the past three to four years, with many of its office properties experiencing declining occupancies and rental rates. Tenant improvement and leasing costs have risen during this time; and, consequently, the amount of capital necessary to attract good tenants to sign long-term leases has climbed significantly.

 

During the second quarter, management signed a new lease with Kelly Scott & Madison (“KSM”) for a full floor, or approximately 29,852 square feet. KSM, a marketing and media management company, agreed to a 15-year commitment that will commence in 2013 and expire in 2027. Also during the quarter, management signed AECOM Technology (“AECOM”) to a lease extension commencing in 2014 and expiring in 2024 covering two floors, or approximately 58,424 square feet. AECOM, a professional technical and management support services firm for industries such as transportation, energy and water systems, will downsize during 2013 from space on four floors, or approximately 104,086 square feet. As of July 31, 2012, Groupon’s lease for approximately 226,041 square feet on eight floors expired, and the tenant relocated most employees to its headquarters facility north of the Loop. However, Groupon did decide to keep a foothold in the building and agreed to terms for a one-year extension covering approximately 52,553 square feet on two floors.

 

For the last three years we have known that the Property’s largest tenant, KPMG, currently leasing about 30% of the total square footage, had decided not to renew its lease at the Property and would be vacating during August of this year. Although the Property will likely be approximately 40% to 50% leased at the conclusion of the third quarter, management is encouraged by improved activity in the market and positive feedback from prospective tenants regarding the first impression, overall appearance and condition of the Property. In addition, we believe that the Company has the capital to fund the estimated tenant improvement costs and leasing commissions necessary to re-lease the vacant space. We have been saving rental cash flow over the last few years by keeping dividend levels lower. The Company’s existing cash reserves totaled approximately $17,000,000 as of June 30, 2012. In addition, in August 2011, we secured a $35,000,000 loan from John Hancock Life Insurance Company to be used for just such re-leasing costs.

 
 

 

Management has not been this optimistic about the prospects for leasing the Property’s large upcoming vacancy in some time. If we can stabilize the Property at a high occupancy level with long-term quality rental income streams from credit-worthy tenants, we could create value for all of us as shareholders. It is important to remember that Franklin Street Properties Corp., the Company’s sole common shareholder and the Property’s asset manager, has its largest single property equity investment in the Company totaling $82,813,000, owning the same preferred shares as all other investors. If successful in re-leasing the large upcoming vacancy under favorable terms, the opportunity for increased dividends and/or a sale of the Property at an attractive price could be a real possibility. Of course, any sale of the Property would be subject to a number of conditions, including approval by the Company’s Board of Directors and a majority of the holders of the Company’s preferred stock.

 

The Property continues to be maintained in excellent physical condition and has never looked better. Any shareholder who would like to visit the Property is welcomed and encouraged to do so. Just let us know when you will be in Chicago, and we will arrange a tour.

Please feel free to contact our Investor Services group (800-950-6288) and speak directly with Georgia Touma, Assistant Vice President and Director of Investor Services, or with one of the Investor Services Specialists, Lara Ryan or Michelle Sullivan, with any questions you may have. 

George J. Carter

President – FSP 303 East Wacker Drive Corp.

  

The Company’s quarterly filing on Form 10-Q will be submitted to the SEC within approximately 45 days after the end of the quarter, and you will be able to access the document via the SEC’s website. To view Company filings with the SEC, access the following link:

 

http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001431766

 

If the link does not work properly, go to www.sec.gov, Filings & Forms, Search for Company Filings; Company or fund name, ticker symbol, CIK (Central Index Key), file number, state, country, or SIC (Standard Industrial Classification); Company Name: type FSP 303 East Wacker (no need to type complete name, but be sure to include FSP); click on Find Companies at bottom of page and you should be brought to the correct location to view filings.

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FSP 303 East Wacker Drive Corp. - Dividend Summary

 

QUARTER DIVIDEND DIVIDENDS ANNUALIZED   DIVIDENDS
ENDING PER SHARE PAID YIELD*   PER SHARE
          TOTAL PAID TO DATE
(1/5-3/31)          
3/31/2007 $1,340 $2,961,400 5.6%    
6/30/2007 $1,400 $3,094,000 5.6%    
9/30/2007 $1,400 $3,094,000 5.6%    
12/31/2007 $1,400 $3,094,000 5.6%    
2007         $5,540
3/31/2008 $1,400 $3,094,000 5.6%    
6/30/2008 $1,400 $3,094,000 5.6%    
9/30/2008 $1,400 $3,094,000 5.6%    
12/31/2008 $1,400 $3,094,000 5.6%    
2008         $11,140
3/31/2009 $1,400 $3,094,000 5.6%    
6/30/2009 $1,013 $2,238,730 4.1%    
9/30/2009 $1,013 $2,238,730 4.1%    
12/31/2009 $1,011 $2,234,310 4.0%    
2009         $15,577
3/31/2010 $997 $2,203,370 4.0%    
6/30/2010 $914 $2,019,940 3.7%    
9/30/2010 $914 $2,019,940 3.7%    
12/31/2010 $1,040 $2,298,400 4.2%    
2010         $19,442
3/31/2011 $679 $1,500,590 2.7%    
6/30/2011 $859 $1,898,390 3.4%    
9/30/2011 $859 $1,898,390 3.4%    
12/31/2011 $859 $1,898,390 3.4%    
2011         $22,698
3/31/2012 $859 $1,898,390 3.4%    
6/30/2012 $859 $1,898,390 3.4%    
2012         $24,416

 

*Yield based on original offering amount of $221,000,000 and $100,000/share

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Forward-Looking Statements

 

Statements made in this letter that state the Company’s or management's intentions, beliefs, expectations, or predictions for the future may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. This letter may also contain forward-looking statements based on current judgments and current knowledge of management, which are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those indicated in such forward-looking statements. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements. Readers are cautioned that our forward-looking statements involve risks and uncertainty, including without limitation, disruptions in the debt markets, economic conditions, risks of a lessening demand for the real estate owned by us, changes in government regulations and regulatory uncertainty, uncertainty about governmental fiscal policy, geopolitical events and expenditures that cannot be anticipated such as utility rate and usage increases, unanticipated repairs, additional staffing, insurance increases and real estate tax valuation reassessments. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We will not update any of the forward-looking statements after the date of this letter to conform them to actual results or to changes in our expectations that occur after such date, other than as required by law.

 

4

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