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): October 7, 2010
(Exact Name of Registrant as Specified in Charter)
| |
|
|
|
|
|
| California
|
|
1-10709
|
|
95-4300881 |
|
|
|
|
|
|
(State or Other Juris-
diction of Incorporation
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.) |
| |
|
|
|
| 701 Western Avenue, Glendale, California
|
|
91201-2397 |
|
|
|
|
| (Address of Principal Executive Offices)
|
|
(Zip Code) |
Registrant’s telephone number, including area code: 818-244-8080
(Former Name or Former Address, if Changed Since Last Report)
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):
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))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
On October 7, 2010, PS Business Parks, Inc., a California corporation (the “Company”), entered
into an Underwriting Agreement (the “Underwriting Agreement”) among Banc of America Securities LLC
and Wells Fargo Securities, LLC, as representatives of the other underwriters named therein, the
Company and PS Business Parks, L.P., a California limited partnership (the “Operating
Partnership”), relating to a public offering by the Company of 3,000,000 depositary shares,
each representing 1/1,000 of a share of the 6.875% Cumulative Preferred Stock, Series R of the
Company (the “Preferred Stock”). Pursuant to the Underwriting Agreement, the Company granted the
underwriters the option to purchase up to 450,000 additional depositary shares to cover
over-allotments. The Underwriting Agreement is filed as Exhibit 1.1 hereto and incorporated herein
by reference.
The underwriters have performed investment banking and advisory services for the Company from
time to time for which they have received customary fees and expenses. The underwriters may, from
time to time, engage in transactions with and perform services for the Company in the ordinary
course of their business.
The lenders under the Company’s credit facility include Merrill Lynch Bank USA, an affiliate
of Banc of America Securities LLC and Wells Fargo Bank, National Association, an affiliate of Wells
Fargo Securities, LLC. Wells Fargo Bank, National Association is also the agent of the credit
facility.
Item 3.03 Material Modification to Rights of Securityholders
Upon issuance of the Preferred Stock referenced in Item 5.03 below, the ability of the Company
to make distributions with respect to, or redeem, purchase or acquire, or make a liquidation
payment on, any other stock of the Company ranking junior to or on a parity with the Preferred
Stock, will be subject to certain restrictions in the event that the Company does not declare
dividends on the Preferred Stock during any dividend period.
The terms of the Preferred Stock are set forth in the Certificate of Determination filed as
Exhibit 3.1 hereto and incorporated herein by reference. The terms of the depositary shares are set
forth in the Deposit Agreement, dated October 7, 2010, among the Company, American Stock Transfer &
Trust Company, LLC, as depositary, and the holders of the depositary receipts issued thereunder
(the “Deposit Agreement”). The Deposit Agreement is filed as Exhibit 4.1 hereto and incorporated
herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
(a) Under the Company’s Articles of Incorporation, as amended, the Board of Directors is
authorized without further shareholder action to provide for the issuance of up to 50,000,000
shares of preferred stock. On October 11, 2010, the Company filed with the Secretary of State of
the State of California, a Certificate of Determination designating 3,450 shares of the Company’s
preferred stock as “6.875% Cumulative Preferred Stock, Series R.” A copy of the Certificate of
Determination is filed as Exhibit 3.1 hereto and incorporated herein by reference and an opinion of
counsel with respect to the offering of Preferred Stock is filed as Exhibit 5.1 hereto.