0001171520-14-000580.txt : 20140813 0001171520-14-000580.hdr.sgml : 20140813 20140813121015 ACCESSION NUMBER: 0001171520-14-000580 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20140813 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140813 DATE AS OF CHANGE: 20140813 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: 141036460 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 eps5797.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 13, 2014

 

 

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 13, 2014, FSP 303 East Wacker Drive Corp. will be mailing a letter to the holders of its preferred stock with property updates for the three and six months ended June 30, 2014. 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 13, 2014 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 13, 2014.
4

EX-99.1 2 ex99-1.htm

Exhibit 99.1

August 13, 2014

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 June 30, 2014 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 860,000 square feet of office and retail space and a 294-stall underground parking garage (the “Property”). The Property was approximately 56% leased at the end of the second quarter of 2014. During the second quarter, management finalized a new lease with FirstService Residential for 13,759 square feet, and an existing tenant, National Tax Search, expanded by approximately 13,000 square feet. Management continues to make slow progress with leasing the existing vacancy. There has been steady touring activity at the Property by smaller prospective tenants (under 20,000 square feet) over the past six months. However, management believes that office buildings in the East Loop, the Property’s specific CBD (central business district) submarket, continue to struggle with attracting larger prospective users. As a result, management believes that the trend of high vacancies and disappointing net absorption has continued within the submarket. The East Loop office market has had difficulty stabilizing since the recession in 2008, with multiple office properties losing anchor tenants and experiencing declining occupancies. During this period of time, users in fields such as the technology sector have absorbed significant amounts of quasi-office and warehouse spaces along the Chicago River in the River North submarket and in locations considered to be on the fringes of downtown Chicago. Many of the retrofitted buildings that have been attracting these tenants were built in the early 20th century with very large floor plates that allow for extremely dense populations on a single floor.

 

As previously communicated to shareholders, the Property’s two largest tenants (KPMG and Groupon) departed during calendar years 2012 and 2013, which significantly decreased occupancy. Management has been able to partially mitigate the impact of those departures by finalizing leases for more than 270,000 square feet, including transactions with XPO Logistics, Senior Lifestyle Management, Maximus, Kelly Scott & Madison, Narrative Science, McGraw Hill Global Education, Smithfield Foods, FirstService Residential, National Tax Search and AECOM Technology.

 

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 a significant portion of the vacant space. We have been saving rental cash flow over the last few years by keeping dividend levels lower. We expect no or lower dividend distributions will continue until occupancy levels at the Property recover, and we have a better idea of the Property’s actual future capital and leasing needs. In August 2011, we secured a $35,000,000 loan from John Hancock Life Insurance Company to further assist in the re-leasing costs.

 
 

 

Management continues to be very focused on leasing the Property’s large existing vacancy. It is important to remember that Franklin Street Properties Corp., the Company’s sole common shareholder and the Property’s asset manager, has a large 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 vacancy under favorable terms, the opportunity for increased dividends and/or a sale of the Property at an attractive price would be targeted objectives. Any sale of the Property would be subject to a number of conditions, including approval by the Company’s Board of Directors and approval by 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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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%    
6/30/2013 $0 $0 0.0%    
9/30/2013 $0 $0 0.0%    
12/31/2013 $0 $0 0.0%    
2013         $24,416
3/31/2014 $0 $0 0.0%    
6/30/2014 $0 $0 0.0%    
2014         $24,416

 

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

 

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.

 

3

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