-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GsrSuyXjcZWn+whobaxpxOXPwXoB70p9inprWhyXcOvKY36B7d9pyyrObqKt/d4M 5MH6gHpwDuS7bc1h/N6soA== 0000950144-05-004626.txt : 20050429 0000950144-05-004626.hdr.sgml : 20050429 20050429152742 ACCESSION NUMBER: 0000950144-05-004626 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050428 ITEM INFORMATION: Other Events FILED AS OF DATE: 20050429 DATE AS OF CHANGE: 20050429 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CRT PROPERTIES INC CENTRAL INDEX KEY: 0000835664 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 592898045 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09997 FILM NUMBER: 05785283 BUSINESS ADDRESS: STREET 1: 225 NE MIZNER BLVD STREET 2: SUITE 200 CITY: BOCA RATON STATE: FL ZIP: 33432 BUSINESS PHONE: 561-447-1874 MAIL ADDRESS: STREET 1: 225 NE MIZNER BLVD STREET 2: SUITE 200 CITY: BOCA RATON STATE: FL ZIP: 33432 FORMER COMPANY: FORMER CONFORMED NAME: KOGER EQUITY INC DATE OF NAME CHANGE: 19940520 8-K 1 g94930e8vk.htm CRT PROPERTIES INC. Crt Properties Inc.
 

 
 

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): April 28, 2005

CRT PROPERTIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

FLORIDA

(State or Other Jurisdiction of Incorporation)
     
1-9997   59-2898045
     
Commission File Number)   (IRS Employer Identification No.)
     
225 NE MIZNER BOULEVARD, SUITE 200
BOCA RATON, FLORIDA 		  33432
     
(Address of Principal Executive Offices)   (Zip Code)

(561) 395-9666

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Reports)
 
 

 

 

Item 8.01 Other Events.

On April 18, 2005, CRT Properties, Inc. (the “Company”) filed a definitive Proxy Statement (the “Proxy Statement”) on Schedule 14A with the Securities and Exchange Commission relating to its Annual Meeting of Shareholders to be held on May 18, 2005. The Proxy Statement contains the unanimous recommendation of the Company’s Board of Directors FOR Proposal No. 2 relating to the reincorporation of the Company from Florida to Maryland. The Proxy Statement provides a detailed comparison of Florida and Maryland law, including (on pages 34-35) those laws relating to business combinations with interested shareholders. In this regard, if the reincorporation merger is approved by shareholders and consummated, the Company has undertaken to opt out of the provisions of Section 3-602 of the Maryland General Corporation Law, which otherwise would impose significant restrictions on the ability of the Company to effect a business combinations with an interested shareholder, so long as the transaction is first approved by a majority of disinterested members of the Board of Directors.

The Proxy Statement also contains the unanimous recommendation of the Company’s Board of Directors FOR Proposal No. 3 relating to the 2005 Employee Stock Investment Plan (the “ESIP”). A complete copy of the proposed form of ESIP is attached to the Proxy Statement as Appendix D. As of April 28, 2005, the form of ESIP has been amended to provide that a maximum of 300,000 shares may be issued under the plan.

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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, thereunto duly authorized.
         
  CRT PROPERTIES, INC.
 		  
Dated: April 29, 2005  By:   /s/ William J. Wedge    
    William J. Wedge   
    Title:   Senior Vice President, General Counsel and Corporate Secretary   
 

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