0001171520-13-000396.txt : 20130516 0001171520-13-000396.hdr.sgml : 20130516 20130516090145 ACCESSION NUMBER: 0001171520-13-000396 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20130516 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130516 DATE AS OF CHANGE: 20130516 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: 13849601 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 eps5169.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): May 16, 2013

 

 

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 May 16, 2013, FSP 303 East Wacker Drive Corp. will be mailing a letter to the holders of its preferred stock with property updates for the three months ended March 31, 2013. 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:  May 16, 2013 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 May 16, 2013.
4

EX-99.1 2 ex99-1.htm

May 16, 2013 Exhibit 99.1

 

FSP 303 East Wacker Drive Corp.

 

 

The Board of Directors of FSP 303 East Wacker Drive Corp. (the "Company") has continued its suspension of dividend distributions for the quarter ended March 31, 2013 due to the fact that the Company’s property is not expected to generate positive cash flow for the near term.

 

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 was approximately 57% leased at the end of the first quarter of 2013. Management executed one new lease during the first quarter with Narrative Science for approximately 8,657 square feet. In addition, management is currently attempting to finalize leases with several other prospective tenants that would potentially occupy a full floor in the aggregate. Management continues to be encouraged with the healthy tour activity at the Property by potential tenants, but believes that office buildings in the East Loop, the Property’s specific CBD submarket, continue to struggle with high vacancies and disappointing net absorption. Class “A” and “B” office buildings in the East Loop remained roughly 18% vacant at the end of the first quarter of 2013. The East Loop did incur slightly positive net absorption during the fourth quarter of 2012 and the first quarter of 2013. However, the office market in Chicago, and the East Loop in particular, has had difficulty stabilizing during the past four to five years, with many office properties losing anchor tenants and experiencing declining occupancies. 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.

 

As previously communicated to shareholders, the Property’s two largest tenants departed and/or downsized significantly during calendar 2012 which decreased occupancy and left the Property at approximately 45% leased. During 2012, management signed leases for approximately 176,000 square feet with four companies including XPO Logistics, Maximus, Kelly Scott & Madison and AECOM Technology. During the first quarter of 2013, Groupon notified management that it will completely vacate the balance of its space (approximately 52,553 square feet) by July of this year. Groupon is relocating its employees currently remaining at the Property to its headquarters facility.

 

Although management has plenty of work remaining to stabilize the Property, 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. In anticipation of these future costs, we anticipate no or lower dividend distributions until occupancy levels at the Property recover and we have a better idea of the Property’s actual future capital and leasing needs. The Company’s existing cash reserves totaled approximately $17,000,000 as of March 31, 2013. 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. As of March 31, 2013, the Company had utilized approximately $4,500,000 of the loan proceeds for leasing purposes.

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Due to the slowly-improving market leasing conditions, management continues to be encouraged about the prospects for eventually leasing the Property’s large existing vacancy. 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 one of its largest single property equity investments in the Company totaling $82,813,000, owning the same preferred shares as all other investors. If successful in re-leasing the large 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. 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.

 

RETRAC.JPG

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%    
9/30/2012 $0 $0 0.0%    
12/31/2012 $0 $0 0.0%    
2012         $24,416
3/31/2013 $0 $0 0.0%   $24,416
2013          

 

*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 government 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.

 

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