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): March 27, 2019

FSP 303 EAST WACKER DRIVE CORP. LIQUIDATING TRUST

(Exact name of registrant as specified in its charter)

Delaware	000-53165*	30-6629351
(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

*FSP 303 East Wacker Drive Corp. Liquidating Trust is the transferee of the assets and liabilities of FSP 303 East Wacker Drive Corp., and files reports under the Commission file number for FSP 303 East Wacker Drive Corp. FSP 303 East Wacker Drive Corp. filed a Form 15 on October 15, 2018, indicating its notice of termination of registration and filing requirements.

Item 7.01. Regulation FD Disclosure.

On or about March 27, 2019, FSP 303 East Wacker Drive Corp. Liquidating Trust (the “Liquidating Trust”) will be mailing a letter to the beneficiaries (the “Beneficiaries”) of the Liquidating Trust regarding the amount and timing of an additional liquidating distribution to the Beneficiaries. 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

Exhibit No.	Description
99.1	Letter to be mailed by FSP 303 East Wacker Drive Corp. Liquidating Trust on or about March 27, 2019.

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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. LIQUIDATING TRUST
	By: FSP Property Management LLC, its Trustee
Date:  March 27, 2019	By:	/s/ Scott H. Carter
		Scott H. Carter Executive Vice President

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EX-99

Exhibit 99.1

 

March 27, 2019

FSP 303 East Wacker Drive Corp. Liquidating Trust

FSP 303 East Wacker Drive Corp. Liquidating Trust (the "Trust") is making an additional liquidating distribution in the amount of $1,250 per unit of beneficial interest (one unit of beneficial interest in the Trust is equal to one share of preferred stock in the original investment entity, FSP 303 East Wacker Drive Corp.). The liquidation payment will be payable on April 3, 2019 and be paid directly by the Trust. NOTE: if your investment is in a retirement account, the distribution will be sent to your custodian or plan administrator.

The aggregate amount of $2,762,500 ($1,250 per unit of beneficial interest in the Trust multiplied by 2,210 total units of beneficial interest) is being distributed to preferred unitholders on April 3, 2019. The following table shows the components of the liquidation value of the Trust:

	Aggregate		Per Preferred Unit
Liquidation Value	$	161,412,676	$	73,037
Preferred Unitholders: Initial Liquidating Distribution Paid September 27, 2018	$	158,015,000	$	71,500
Additional Liquidating Distribution		2,762,500		1,250
Total Liquidating Distributions through April 3, 2019	$	160,777,500	$	72,750
Expenses paid from Trust since inception	$	54,623		25
Remaining Balance Held in the Trust’s Reserve for  Unknown Contingencies*	$	580,553	$	263

*Pursuant to Delaware law, the Trust has retained the reserves deemed necessary to settle its outstanding obligations and to fund future expenses in connection with carrying out the Plan of Dissolution. Delaware law requires that the Trust continue to exist for at least a three-year period to wind up its activities. During that time, the Trust may make one or more liquidating distributions to the unit holders in amounts and on dates to be determined. However, there can be no assurance that there will be sufficient funds available to make any such future liquidating distributions.

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, Lara Ryan, Manager of Investor Services or Michelle Sullivan, Investor Services Specialist, with any questions you may have.

 

John F. Donahue

President – FSP Property Management LLC, in its capacity as Trustee of FSP 303 East Wacker Drive Corp. Liquidating Trust

401 Edgewater Place - Wakefield, MA 01880-6207 - 800-950-6288

FSPInvestments@fspreit.com

Safe Harbor for Forward-Looking Statements

Statements in this letter regarding the amount or timing of liquidating distributions and any other statements about the Company managements’ future expectations, beliefs, goals, plans or prospects constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions) should also be considered to be forward-looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including the amount of unknown or contingent liabilities and the other factors described in the Information Statement. The Company disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this letter.