0001104659-15-053095.txt : 20150724 0001104659-15-053095.hdr.sgml : 20150724 20150724161439 ACCESSION NUMBER: 0001104659-15-053095 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150724 ITEM INFORMATION: Other Events FILED AS OF DATE: 20150724 DATE AS OF CHANGE: 20150724 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Equity Commonwealth CENTRAL INDEX KEY: 0000803649 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 046558834 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09317 FILM NUMBER: 151004782 BUSINESS ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA STREET 2: SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312.646.2800 MAIL ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA STREET 2: SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: CommonWealth REIT DATE OF NAME CHANGE: 20100702 FORMER COMPANY: FORMER CONFORMED NAME: HRPT PROPERTIES TRUST DATE OF NAME CHANGE: 19980701 FORMER COMPANY: FORMER CONFORMED NAME: HEALTH & RETIREMENT PROPERTIES TRUST DATE OF NAME CHANGE: 19940811 8-K 1 a15-16240_18k.htm 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): July 24, 2015

 

EQUITY COMMONWEALTH

(Exact Name of Registrant as Specified in Its Charter)

 

Maryland

(State or Other Jurisdiction of Incorporation)

 

1-9317

 

04-6558834

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

 

Two North Riverside Plaza,
Suite 600, Chicago, IL

 

60606

(Address of Principal Executive Offices)

 

(Zip Code)

 

(312) 646-2800

(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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

Item 8.01. Other Events

 

On July 24, 2015, Equity Commonwealth (the “Company”) entered into a Settlement and Release Agreement (the “Settlement Agreement”) with William Gore (“Gore”) to resolve the previously disclosed action William Gore v. Portnoy, Case No. 373086-V (the “Gore Action”), filed by Gore individually and derivatively on behalf of the Company, as the nominal defendant, against certain of the Company’s former officers and trustees.

 

As previously disclosed, in the Gore Action, Gore asserted claims against the defendants for breach of fiduciary duty, waste of corporate assets and unjust enrichment. The Company filed a demand for arbitration for the Gore Action, which arbitration remained outstanding as of the date of the Settlement Agreement (the “Gore Arbitration”). The parties in the Gore Action agreed to a voluntary dismissal of the Gore Action without prejudice and entered into an agreement to toll the statute of limitations for the claims asserted in the Gore Action until July 31, 2015.  The parties have now agreed to settle the claims and withdraw the Gore Arbitration.

 

The Settlement Agreement provides that the plaintiffs will dismiss with prejudice all of the claims in the Gore Arbitration with respect to the named plaintiff only. The Company has agreed to pay $125,000 to the plaintiff’s counsel for a portion of the costs and expenses incurred in connection with the Gore Action and the Gore Arbitration.

 

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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.

 

 

 

EQUITY COMMONWEALTH

 

By:

/s/ Orrin S. Shifrin

 

Name:

Orrin S. Shifrin

 

Title:

Executive Vice President, General Counsel and Secretary

 

 

 

Date: July 24, 2015

 

 

 

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