0000912593-17-000131.txt : 20171115 0000912593-17-000131.hdr.sgml : 20171115 20171115161732 ACCESSION NUMBER: 0000912593-17-000131 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20171115 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20171115 DATE AS OF CHANGE: 20171115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUN COMMUNITIES INC CENTRAL INDEX KEY: 0000912593 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 382730780 STATE OF INCORPORATION: MD FISCAL YEAR END: 1115 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12616 FILM NUMBER: 171205379 BUSINESS ADDRESS: STREET 1: 27777 FRANKLIN ROAD STREET 2: SUITE 200 CITY: SOUTHFIELD STATE: MI ZIP: 48034 BUSINESS PHONE: 2482082500 MAIL ADDRESS: STREET 1: 27777 FRANKLIN ROAD STREET 2: SUITE 200 CITY: SOUTHFIELD STATE: MI ZIP: 48034 8-K 1 form8-kseriesaredeemablest.htm FORM 8-K SERIES A 7.125% REDEEMABLE PREFERRED STOCK NOVEMBER 2017 Document



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: November 15, 2017
(Date of earliest event reported)

SUN COMMUNITIES, INC.
(Exact name of registrant as specified in its charter)
Maryland
 
1-12616
 
38-2730780
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)

27777 Franklin Rd.
 
 
Suite 200
 
 
Southfield, Michigan
 
48034
(Address of Principal Executive Offices)
 
(Zip Code)

248 208-2500
(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:
[ ] 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 to Section 13(a) of the Exchange Act. [ ]





Item 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On November 15, 2017, Sun Communities, Inc., a Maryland corporation (the “Company”) filed articles supplementary to the Company’s charter (the “Articles Supplementary”) with the State Department of Assessments and Taxation of Maryland to reclassify and designate all 3,450,000 authorized but unissued shares of the Company’s 7.125% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock” NYSE:SUI-PrA; CUSIP No. 866674 203), as undesignated and unclassified shares of the Company’s preferred stock, $0.01 par value per share.

The foregoing description of the Articles Supplementary does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Articles Supplementary, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated herein by reference.


Item 9.01    Financial Statements and Exhibits

(d)        Exhibits.

Exhibit No.    Description                            Filing Method

3.1        Articles Supplementary Reclassifying Series A Preferred Stock    Filed Herewith






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.


 
 
SUN COMMUNITIES, INC.
Dated: November 15, 2017
 
By:
/s/ Karen J. Dearing
 
 
 
Karen J. Dearing, Executive Vice President,
Chief Financial Officer, Secretary and Treasurer






EXHIBIT INDEX

Exhibit No.
Description
Filing Method
3.1
Filed herewith



 EX-3.1 2 exhibit31articlessupplemen.htm EXHIBIT 3.1 ARTICLES SUPPLEMENTARY Exhibit
EXHIBIT 3.1


SUN COMMUNITIES, INC.

ARTICLES SUPPLEMENTARY


SUN COMMUNITIES, INC. (the “Corporation”), a Maryland corporation, hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST:        Pursuant to the authority expressly vested in the Board of Directors of the Corporation by Article V of the Charter of the Corporation, the Board of Directors has duly classified the three million four hundred fifty thousand (3,450,000) shares of the Corporation’s 7.125% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share, all of which are unissued, into undesignated and unclassified shares of the Corporation’s Preferred Stock, $0.01 par value per share.

SECOND:    The reclassification increases the number of undesignated shares of Preferred Stock from ten million one hundred eighty five thousand two hundred thirty (10,185,230) shares immediately before the reclassification, to thirteen million six hundred thirty five thousand two hundred thirty (13,635,230) shares immediately after the reclassification. The reclassification decreases the number of shares classified as 7.125% Series A Cumulative Redeemable Preferred Stock from three million four hundred fifty thousand (3,450,000) shares immediately prior to the reclassification to zero (0) shares immediately after the reclassification.

THIRD:    Except as otherwise provided by the express provisions of these Articles Supplementary, nothing herein shall limit, by inference or otherwise, the discretionary right of the Board of Directors of the Corporation to classify and reclassify and issue any unissued shares of any series or class of the Corporation’s capital stock and to fix or alter all terms thereof to the full extent provided by the Charter of the Corporation.

FOURTH:    The Board of Directors of the Corporation, by unanimous written consent, authorized and adopted resolutions reclassifying the capital stock of the Corporation as set forth in these Articles Supplementary.


[Signatures on next page]












 




IN WITNESS WHEREOF, Sun Communities, Inc. has caused these Articles Supplementary to be signed and acknowledged in its name and on its behalf by its President and attested to by its Secretary on this 15th day of November, 2017; and its President acknowledges that these Articles Supplementary are the act of Sun Communities, Inc., and he further acknowledges that, as to all matters or facts set forth herein which are required to be verified under oath, such matters and facts are true in all material respects to the best of his knowledge, information and belief, and that this statement is made under the penalties for perjury.

ATTEST:                        SUN COMMUNITIES, INC.

/s/ Karen J. Dearing                    /s/ Gary A. Shiffman            
Karen J. Dearing, Secretary                Gary A. Shiffman, President