0001193125-12-103771.txt : 20120308 0001193125-12-103771.hdr.sgml : 20120308 20120308161139 ACCESSION NUMBER: 0001193125-12-103771 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120308 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120308 DATE AS OF CHANGE: 20120308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CNL Healthcare Trust, Inc. CENTRAL INDEX KEY: 0001496454 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 272876363 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 333-168129 FILM NUMBER: 12677426 BUSINESS ADDRESS: STREET 1: 450 SOUTH ORANGE AVENUE CITY: ORLANDO STATE: FL ZIP: 32801 BUSINESS PHONE: (407) 650-1000 MAIL ADDRESS: STREET 1: 450 SOUTH ORANGE AVENUE CITY: ORLANDO STATE: FL ZIP: 32801 FORMER COMPANY: FORMER CONFORMED NAME: CNL Properties Trust, Inc. DATE OF NAME CHANGE: 20110301 FORMER COMPANY: FORMER CONFORMED NAME: CNL Diversified Lifestyle Properties, Inc. DATE OF NAME CHANGE: 20100713 8-K/A 1 d315519d8ka.htm AMENDMENT NO. 1 TO FORM 8-K Amendment No. 1 to Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K/A

(Amendment No. 1)

 

 

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 8, 2012 (February 9, 2012)

 

 

CNL Healthcare Trust, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   333-168129   27-2876363

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification no.)

450 South Orange Ave.

Orlando, Florida 32801

(Address of principal executive offices)

Registrant’s telephone number, including area code: (407) 650-1000

 

 

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.

This Form 8-K/A amends and supplements the Current Report on Form 8-K of CNL Healthcare Trust, Inc. (the “Company”) filed with the Securities and Exchange Commission on February 9, 2012 (the “Initial Form 8-K”).

The Initial Form 8-K stated that Exhibit 3.2 contained an amendment to the Company’s bylaws to reflect the Company’s change in its name to “CNL Healthcare Trust, Inc.” which was approved by the board of directors of the Company on February 9, 2012 (the “Amendment to the Bylaws”). However, the Amendment to the Bylaws attached as Exhibit 3.2 to the Initial Form 8-K was a form of Amended and Restated Bylaws of CNL Healthcare Trust, Inc. dated May 20, 2011, which attachment was in error. The Amended and Restated Bylaws of CNL Healthcare Trust, Inc. dated May 20, 2011, which were filed as Exhibit 3.2 to the Initial Form 8-K were never adopted or approved by the board of directors of the Company.

This Form 8-K/A is being filed solely to delete as Exhibit 3.2 to the Initial Form 8-K the Amended and Restated Bylaws of CNL Healthcare Trust, Inc. dated May 20, 2011 and to replace the same with that certain Amendment to the Bylaws of CNL Properties Trust, Inc. dated February 9, 2012. There are no other changes to the information provided by the Company in the Initial Form 8-K.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

3.1 Articles of Amendment to Amended and Restated Articles of Incorporation as effective with the State Department of Assessments and Taxation of the State of Maryland on February 9, 2012 (Filed as an exhibit of the same number to the Initial Form 8-K.)

 

3.2. Amendment No. 1 to Amended and Restated Bylaws of CNL Properties Trust, Inc. dated February 9, 2012 (Filed herewith.)

 

99.1 Press Release dated February 9, 2012 (Filed as an exhibit of the same number to the Initial Form 8-K.)

 

2

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.

 

Date: March 8, 2012   CNL HEALTHCARE TRUST, INC.
 

/s/ Joseph T. Johnson

  Name:   Joseph T. Johnson
  Title:   Senior Vice President and Chief Financial Officer

 

3

EX-3.2 2 d315519dex32.htm AMENDMENT NO. 1 TO AMENDED AND RESTATED BYLAWS Amendment No. 1 to Amended and Restated Bylaws

Exhibit 3.2

AMENDMENT NO. 1

TO

AMENDED AND RESTATED BYLAWS

OF

CNL PROPERTIES TRUST, INC.

THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED BYLAWS OF CNL PROPERTIES TRUST, INC., a corporation organized under the laws of the State of Maryland (the “Company”), was made and entered into on the 9th day of February, 2012.

WHEREAS, the name of the Company was changed from “CNL Properties Trust, Inc.” to “CNL Healthcare Trust, Inc.” pursuant to Articles of Amendment filed with the Secretary of State of the State of Maryland on February 9, 2012 (the “Company Name Change”); and

WHEREAS, pursuant to resolution adopted by the Board of Directors of the Company, the Board of Directors has authorized that the Amended and Restated Bylaws of the Company dated June 8, 2011 (the “Bylaws”) be amended to reflect the Company Name Change.

NOW, THEREFORE, the Bylaws of the Company are hereby amended as follows:

1. Amendment. All references in the Bylaws to the name “CNL Properties Trust, Inc.” are hereby amended to read “CNL Healthcare Trust, Inc.”

2. Effect of Amendment. The Bylaws remain in full force and effect, as amended by this Amendment No. 1 to Amended and Restated Bylaws, which shall be effective as of the date hereof.

IN WITNESS WHEREOF, Sharon A. Yester, as Senior Vice President of the Company, has executed this Amendment No. 1 to Amended and Restated Bylaws below as of the effective date specified above.

 

/S/ SHARON A. YESTER

Sharon A. Yester, Senior Vice President