0000020639-13-000047.txt : 20130621 0000020639-13-000047.hdr.sgml : 20130621 20130621161530 ACCESSION NUMBER: 0000020639-13-000047 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20130621 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20130621 DATE AS OF CHANGE: 20130621 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMBASE CORP CENTRAL INDEX KEY: 0000020639 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 952962743 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07265 FILM NUMBER: 13927280 BUSINESS ADDRESS: STREET 1: 100 PUTNAM GREEN CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2035322000 MAIL ADDRESS: STREET 1: 100 PUTNAM GREEN STREET 2: 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 FORMER COMPANY: FORMER CONFORMED NAME: HOME GROUP INC DATE OF NAME CHANGE: 19890608 FORMER COMPANY: FORMER CONFORMED NAME: CITYHOME CORP DATE OF NAME CHANGE: 19780917 8-K 1 frm8kentry111w57.htm FORM 8-K ENTRY INTO AGREEMENT 111 W 57

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): June 21, 2013

AMBASE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-07265	95-2962743
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employment Identification Number)

100 PUTNAM GREEN, GREENWICH, CT 06830-6027

(Address of principal executive offices, including zip code)

(203) 532-2000

(Registrant's telephone number, including area code)

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 1.01 Entry into a Material Definitive Agreement

On June 17, 2013, 111 West 57^th Investment LLC ("Investment LLC"), a newly formed wholly owned subsidiary of AmBase Corporation (the "Company") entered into an Escrow Procedure Letter Agreement (the "Escrow Agreement") with 111 West 57^th Sponsor LLC (the "Sponsor"), an entity affiliated with Michael Stern of JDS Development Group and Kevin Maloney of Property Markets Group, Inc., whereby Investment LLC deposited $56,000,000 (the "Investment") into escrow, representing an initial investment in a joint venture pursuant to which Investment LLC will participate in a real estate development project to purchase, develop, and operate the real property located at 105 through 111 West 57^th Street in New York, New York (the "Property"). The interest of Investment LLC in the Property in consideration for such investment shall be governed by that certain Amended and Restated Limited Liability Company Agreement (the "JV Agreement") of 111 West 57^th JV LLC (the "Joint Venture"). Pursuant to the JV Agreement, Investment LLC will have no obligation to fund more than the Investment, however failure to fund will give rise to remedies available to Sponsor including the right to make a member loan at 20% interest and the right to dilute the capital account of Investment LLC based on the failed capital contribution at a multiple of 1.5. Investment LLC will have rights over certain major decisions with respect to the Property.

The executed JV Agreement was deposited into escrow with the Investment. The release of the escrow is conditioned upon several matters, including, without limitation, the closing of the purchase agreements for the acquisition of the Property, the closing of an acquisition loan, formation of the Property into a single zoning lot and other zoning related matters, delivery of an executed term sheet with respect to the acquisition of certain inclusionary air rights, and admittance of an affiliate of the Company into the ownership structure of the Sponsor in consideration for an additional investment of at least $1,000,000 (collectively, the "Conditions"). Upon the satisfaction of the Conditions, the JV Agreement shall become effective and the Investment will be released from escrow. Due to conditions precedent to closing in the Escrow Agreement, and the risk that these conditions precedent will not be satisfied, there is no assurance that we will be able to close the JV Agreement and acquire an interest in the Property.

The foregoing descriptions of each of the JV Agreement and Escrow Agreement are qualified in their entirety by the contents of the respective agreements, each of which will be filed as exhibits to the Company's next filing on Form 10-Q, providing that the conditions to the release of the JV Agreement from escrow are satisfied prior to such date

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Effective June 17, 2013, the Company agreed to extend the expiration date of Mr. Bianco's (the Company's Chairman, President and Chief Executive Officer) Employment Agreement, as amended to an expiration date of May 31, 2018, from the current expiration date of May 31, 2015, (the "Employment Agreement"). The other provisions of the Employment Agreement remained unchanged. A copy of the amendment to the Employment Agreement is attached as exhibit 10.1 hereto. The Employment Agreement, as amended is incorporated by reference to Exhibit 10D of the Company's Annual Report on Form 10-K for the year ending December 31, 2012.

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.

	AMBASE CORPORATION


	By /s/ John P. Ferrara
	John P. Ferrara
	Vice President and Chief Financial Officer and Controller
	AmBase Corporation
	Date: June 21, 2013

Exhibit Index:
Exhibit	Description
10.1	Amendment to Employment Agreement between Richard A. Bianco and AmBase Corporation dated June 17, 2013
99.1	Copy of Registrant's press release dated June 21, 2013

EX-10 2 rabemploymentagreeamend6-17.htm AMENDMENT TO RAB EMPLOYMENT AGREEMENT

AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN RICHARD A. BIANCO AND AMBASE CORPORATION DATED EFFECTIVE JUNE 17, 2013

THIS AMENDMENT is entered into this 17^th day of June 2013 by and between Richard A. Bianco (the "Executive" or "Mr. Bianco") and AmBase Corporation, a Delaware corporation (the "Company").

WHEREAS, the Company and the Executive entered into an employment agreement dated March 30, 2006 as amended (the "2007 Employment Agreement"), pursuant to which the Executive is employed by the Company as Chairman, President and Chief Executive Officer for an employment period ending May 31, 2015; and

WHEREAS, the parties hereto desire by this writing to amend the Employment Agreement to extend the term of Mr. Bianco's employment to May 31, 2018, or such shorter period as mutually agreed to.

NOW, THEREFORE, it is AGREED that the Employment Agreement shall be amended effective June 17, 2013 as follows:

1.	The 2007 Employment Agreement as amended currently provides for an employment period ending May 31, 2015. Section 1(a) of the Employment Agreement, first sentence, currently states as follows:

"(1) Term of Employment. (a) The Company hereby agrees to continue its employment of Executive and Executive hereby agrees to continue his employment as Chairman, President and Chief Executive Officer of the Company for an additional five-year period commencing June 1, 2007 and ending May 31, 2015, or for such shorter period as may be mutually agreed upon by the Company and Executive (the "Employment Period"), subject to the terms and conditions of this Agreement."

Pursuant to this Amendment, the term of the 2007 Employment Agreement shall be extended for three additional years to May 31, 2018, or such shorter periods as may be mutually agreed upon by the Company and Executive. Therefore, pursuant to this Amendment, Section 1 (a) of the Employment Agreement, first sentence as currently stated shall be deleted in its entirety and replaced with the following:

"(1) Term of Employment. (a) The Company hereby agrees to continue its employment of Executive and Executive hereby agrees to continue his employment as Chairman, President and Chief Executive Officer of the Company for an additional period ending on May 31, 2018, or for such shorter period as may be mutually agreed upon by the Company and Executive (the "Employment Period"), subject to the terms and conditions of this Agreement."

All defined terms used without definitions shall have the meanings provided in the Employment Agreement.

Except as herein amended, all other terms and conditions of the Employment Agreement shall remain the same and the Employment Agreement as herein amended shall remain in full force and effect.

IN WITNESS WHEREOF, the Employment Agreement is hereby amended effective as of June 17, 2013.

Accepted and Agreed:

AmBase Corporation

/s/ Richard A. Bianco By: /s/ John P. Ferrara

Richard A. Bianco Name: John P. Ferrara

Title: Vice President & Chief Financial Officer

EX-99 3 pressrelease.htm PRESS RELEASE 6-21-2013

AmBase Corporation

NEWS RELEASE

FOR RELEASE: Immediately CONTACT: Shareholder Services

(203) 532-2048

AMBASE CORPORATION – ANNOUNCES EXECUTION OF

JOINT VENTURE AGREEMENT FOR REAL ESTATE DEVELOPMENT PROJECT

Greenwich, CT – June 21, 2013 – On June 17, 2013, 111 West 57^th Investment LLC ("Investment LLC"), a newly formed wholly owned subsidiary of AmBase Corporation (the "Company") entered into an Escrow Procedure Letter Agreement (the "Escrow Agreement") with 111 West 57^th Sponsor LLC (the "Sponsor"), an entity affiliated with Michael Stern of JDS Development Group and Kevin Maloney of Property Markets Group, Inc., whereby Investment LLC deposited $56,000,000 (the "Investment") into escrow, representing an initial investment in a joint venture pursuant to which Investment LLC will participate in a real estate development project to purchase, develop, and operate the real property located at 105 through 111 West 57^th Street in New York, New York (the "Property"). The interest of Investment LLC in the Property in consideration for such investment shall be governed by that certain Amended and Restated Limited Liability Company Agreement (the "JV Agreement") of 111 West 57^th JV LLC (the "Joint Venture"). Pursuant to the JV Agreement, Investment LLC will have no obligation to fund more than the Investment, however failure to fund will give rise to remedies available to Sponsor including the right to make a member loan at 20% interest and the right to dilute the capital account of Investment LLC based on the failed capital contribution at a multiple of 1.5. Investment LLC will have rights over certain major decisions with respect to the Property.

The foregoing description of JV Agreement and Escrow Agreement are qualified in their entirety by the contents of the respective agreements.

The Company also announced that effective June 17, 2013, the Company agreed to extend the expiration date of Mr. Bianco's (the Company's Chairman, President and Chief Executive Officer) Employment Agreement, as amended to an expiration date of May 31, 2018, from the current expiration date of May 31, 2015, (the "Employment Agreement"). The other provisions of the Employment Agreement remained unchanged.