UNITED
STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A
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Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
x
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Filed by a Party other than the
Registrant
o
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Check the appropriate box:
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o
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Preliminary Proxy Statement
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o
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Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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o
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Definitive Proxy Statement
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x
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Definitive Additional Materials
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o
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Soliciting Material Pursuant to
§240.14a-12
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GMH
COMMUNITIES TRUST
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the
appropriate box):
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x
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No fee required.
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o
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Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to
which transaction applies:
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(2)
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Aggregate number of securities to
which transaction applies:
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(3)
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Per unit price or other underlying value
of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it was
determined):
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(4)
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Proposed maximum aggregate value of
transaction:
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(5)
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Total fee paid:
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x
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Fee paid previously with preliminary
materials.
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o
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Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration
Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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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):
May 19, 2008
GMH
COMMUNITIES TRUST
(Exact name of registrant as specified in its charter)
Maryland
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001-32290
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201181390
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(State or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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10 Campus Boulevard
Newtown Square, Pennsylvania 19073
(Address of principal executive offices)
(610) 355-8000
(Registrants 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):
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
As previously announced by GMH Communities Trust (GMH
or the Company), in connection with its proposed merger with American Campus
Communities, Inc. (ACC), GMH expects to sell its home office (the Home
Office) immediately prior to the closing of the merger, and has the right, but
not the obligation, to sell, or dispose of, up to 10 additional student housing
assets (the Disposition Assets).
Under the terms of the merger agreement with ACC, a
percentage
of the amount received in connection with the sale of the Home Office and
certain of the Disposition Assets may be paid to GMH shareholders and
unitholders as a special distribution preceding the closing of the merger (the Special
Distribution).
As a result of the transactions described below,
including the anticipated sale of the Home Office, GMH expects that its board
of trustees will authorize the Special Distribution, which will be payable
immediately prior to the proposed merger, to GMH shareholders and unitholders as
of the record date for the Special Distribution (Special Distribution Record
Date). GMH currently estimates that the
aggregate amount of the Special Distribution will be approximately
$51.9 million. Based
on the number of common shares and units outstanding on May 28, 2008, the
Special Distribution is estimated to be approximately $0.728 per
share/unit. The Special Distribution is
in addition to the merger consideration and will be conditioned on the closing
of the merger. The Special Distribution
will be in addition to the remaining distribution to GMH shareholders and
unitholders of approximately $0.98 per share/unit payable immediately prior to
the closing of the proposed merger, which comprises the remaining net proceeds
from the sale of GMHs former military housing division that is being held in
reserve by GMH pending the closing of the merger.
Home Office Sale
As previously announced by GMH, if the Home Office was not sold to a
third party unaffiliated with GMH prior to the closing of the merger, then Gary
M. Holloway, Sr., GMHs chairman, chief executive officer and president was contractually obligated to
purchase the Home Office pursuant to the put option to sell agreement, dated as
of February 11, 2008 (the Put Agreement) for a total of $8.0
million. GMHs board of trustees
established a committee of independent trustees to sell the Home Office and to
decide, if applicable, whether to exercise GMHs rights under the Put
Agreement. After the marketing of the
Home Office by an independent broker to unaffiliated third parties, the special
committee made the decision to exercise GMHs rights under the Put Agreement.
On May 8, 2008, a subsidiary of GMH, entered into an agreement of
sale for the sale of the Home Office with an entity owned by Mr. Holloway. Under the terms of the agreement, Mr. Holloway
placed an initial deposit of $240,000 into escrow. The closing of the sale of the Home Office is
expected to occur immediately prior to, and is contingent upon, the closing of
the proposed merger. The agreement also
provides that either the buyer or seller may terminate the agreement upon
written notice in the event that the merger agreement with ACC is terminated in
accordance with Article IX thereof.
There can be no assurance that the sale of the Home Office will be
completed even if the proposed merger is closed. In that case, based on the number of common
shares and units outstanding on May 28, 2008, the estimated amount of the
Special Distribution will be reduced by approximately $2.0 million or
approximately $0.028 per share/unit.
2
Disposition Assets
Under the terms of the merger agreement, a percentage of the amount
received, if any in connection with the sale of certain Disposition Assets is
allowed to be distributed to GMHs shareholders and unitholders. In addition, under the terms of the merger
agreement, GMH was permitted, if unable to sell certain Disposition Assets, to
initiate discussions with the lenders holding mortgage debt on these properties
in order to reach a work-out of the mortgage debt and/or surrender the
properties to receivership. Currently,
GMH has completed the following transactions with regard to certain of the
Disposition Assets:
·
on May 19. 2008, a subsidiary
of GMH sold University Fields, a student housing property primarily serving the
University of IllinoisUrbana Champaign, which consists of approximately 192
units containing 588 beds;
·
on May 29, 2008, a
subsidiary of GMH sold GrandMarc at University Village, a student housing
property primarily serving the University of CaliforniaRiverside, which
consists of approximately 212 units containing 760 beds; and
·
GMH recently entered into
settlement agreements with each of the respective lenders to work-out the debt
and has surrendered the properties to receivership with regard to Lincoln View,
Campus Connection, University Court, University Estates, and University Lodge.
GMH announced the disposition of the assets referenced above and the
expected Special Distribution in a press release dated May 29, 2008, a
copy of which is filed as Exhibit 99.1 hereto and in incorporated herein
by reference. GMH will issue a further
press release announcing the Special Distribution Record Date and the payment
date for the Special Distribution as and when authorized by GMHs board of
trustees. Only shareholders and
unitholders as of the Special Distribution Record Date will have the right to
receive the Special Distribution.
GMH will file an additional Form 8-K and/or press release in the
event GMH sells any of the remaining Disposition Assets prior to the closing of
the merger if the proceeds from such sales, if any, are permitted under the
merger agreement to be distributed to GMH shareholders and unitholders as an
additional special distribution. There
can be no assurance that there will be any further sales of the remaining
Disposition Assets prior to the closing of the proposed merger.
3
Item 9.01 Financial
Statements and Exhibits
(a)
Financial
Statements of Business Acquired.
Not applicable.
(b)
Pro Forma
Financial Information
Not applicable
(c)
Shell Company
Transactions.
Not applicable.
(d)
Exhibits.
The Exhibit to this Report is listed on the Exhibit Index
attached hereto.
4
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.
Date: May 30, 2008
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GMH
COMMUNITIES TRUST
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By:
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/s/
Joseph M. Macchione
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Name:
Joseph M. Macchione
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Title:
Executive Vice President,
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General Counsel and
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Executive Vice President
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5
EXHIBIT
INDEX
Exhibit
Number
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Title
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99.1
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Press
Release, dated May 29, 2008
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6
Exhibit 99.1
Disposition
of Assets Expected to Result in a Special Distribution to GMH Shareholders and
Unitholders
NEWTOWN
SQUARE, PA GMH Communities Trust (NYSE: GCT) today announced the completion
of the sale of (i) University Fields, a student housing property primarily
serving the University of IllinoisUrbana Champaign, which consists of
approximately 192 units containing 588 beds and (ii) GrandMarc at
University Village, a student housing property primarily serving the University
of CaliforniaRiverside, which consists of approximately 212 units containing
760 beds. In addition, GMH announced that it had recently entered into
settlement agreements with each of the respective lenders to work-out the debt
and has surrendered the properties to receivership with regard to the following
student housing properties: Lincoln
View; Campus Connection; University Court; University Estates; and University
Lodge.
As previously
announced, in connection with its proposed merger with American Campus
Communities, Inc. (ACC), under the terms of the merger agreement with ACC, a
percentage of the amount received in connection with the sale or disposition of
certain student housing properties, which includes the properties described
above (the Disposition Assets), may be paid to GMH shareholders and
unitholders as a special distribution preceding the closing of the merger (the
Special Distribution). In addition, as previously announced, GMH expects to
sell its home office (the Home Office) immediately prior to, and contingent
upon, the closing of the merger to an entity owned by Gary M. Holloway, Sr.,
GMHs chairman, chief executive officer and president. Under the terms of the
merger agreement, the proceeds from the sale of the Home Office may also be
distributed as part of the Special Distribution.
As a result of
the closing of the transactions described above, including the anticipated sale
of the Home Office, GMH expects that its board of trustees will authorize the
Special Distribution, which will be payable immediately prior to the proposed
merger, to GMH shareholders and unitholders as of a record date to be
determined by GMHs board of trustees (the Special Distribution Record Date).
GMH currently estimates that the aggregate amount of the Special Distribution
will be approximately $51.9 million. Based on the number of common shares and
units outstanding on May 28, 2008, the Special Distribution is estimated to be
approximately $0.728 per share/unit. The Special Distribution is in addition to
the merger consideration and will be conditioned on the closing of the merger.
The Special Distribution is also in addition to the remaining distribution to
GMH shareholders and unitholders of approximately $0.98 per share/unit payable
immediately prior to the closing of the proposed merger, which comprises the
remaining net proceeds from the sale of GMHs former military housing division
that is being held in reserve by GMH pending the closing of the merger. There
can be no assurance that the sale of the Home Office will be completed even if
the proposed merger is closed. In that case, based on the number of common
shares and units outstanding on May 28, 2008, the estimated amount of the
Special Distribution will be reduced by approximately $2.0 million or approximately
$0.028 per share/unit.
GMH will issue
a further press release announcing the Special Distribution Record Date and the
payment date for the Special Distribution as and when authorized by GMHs board
of trustees. Only shareholders and unitholders as of the Special Distribution
Record Date will have the right to receive the Special Distribution.
GMH will file
an additional Form 8-K and/or press release in the event GMH sells any of
the remaining three Disposition Assets prior to the closing of the merger if
the proceeds from such sales, if any, are permitted under the merger agreement
to be distributed to GMH shareholders and unitholders as an additional special
distribution. There can be no assurance that there will be any further sales of
the remaining Disposition Assets prior to the closing of the proposed merger.
The Company
has filed a definitive proxy statement with the Securities and Exchange
Commission in connection with the proposed merger with ACC. The
definitive proxy statement was mailed to GMH shareholders on or about April 29,
2008. A special meeting of the Companys shareholders has been scheduled
for June 10, 2008 at 11 a.m. local time, at the Philadelphia Marriott
West, 111 Crawford Avenue, West Conshohocken, PA 19428, to vote on the proposed
merger.
About GMH
Communities Trust
GMH
Communities Trust (www.gmhcommunities.com) is a publicly-traded Maryland real
estate investment trust, or REIT. It is a self-advised, self- managed,
specialty housing company focused on providing housing to college and
university students residing off-campus. GMH Communities also provides property
management services to third-party owners of student housing properties,
including colleges, universities, and other private owners. GMH Communities is
based in Newtown Square, PA.
Forward-Looking Statements
This press
release contains forward-looking statements within the meaning of the Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. Forward-looking statements can be identified by the use of
words such as may, will, should, expect, estimate or other comparable
terminology. Numerous risks, uncertainties and other factors may cause actual
results to differ materially from those expressed in any forward-looking
statement. Such risks, uncertainties, and other factors include, but are not
limited to, (i) the occurrence of any effect, event, development or change
that could give rise to the termination of the merger agreement with ACC, (ii) the
inability to complete the merger, due to the failure of the Companys
shareholders to approve the merger, (iii) the inability to close the sale
of the Home Office, (iv) the failure of any party to satisfy the
conditions to the closing of the merger, (v) the failure of ACC to obtain
the necessary financing arrangements described in the definitive proxy
statement, (vi) risks that the Company will not be able to pay all or any
portion of the estimated Special Distribution to shareholders and unitholders,
or that the actual amount of the Special Distribution will be less than the
estimated amount, (vii) risks that the proposed merger disrupts current
plans and operations and the potential difficulties in employee retention and (viii) risks
relating to the Companys business presented in its filings with the SEC. Forward-looking
statements are made as of the date of this press release, and the Company
undertakes no obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or otherwise.
Additional
Information and Where to Find It
This press
release does not constitute an offer of any securities for sale. In connection
with the merger, ACC has filed with the SEC a registration statement on Form S-4,
which includes a proxy
statement/prospectus of GMH and ACC and other relevant materials in connection
with the proposed transactions. The proxy statement was mailed to GMH
shareholders starting on April 29, 2008. Investors and security holders of
GMH are urged to read the proxy statement/prospectus and the other relevant
material because they contain important information about GMH, ACC and the
proposed transactions. The proxy statement/prospectus and other relevant
materials, and any and all documents filed by GMH or ACC with the SEC, may be
obtained free of charge at the SECs web site at www.sec.gov. In addition,
investors and security holders may obtain free copies of the documents filed
with the SEC by GMH by directing a written request to GMH Communities Trust, 10
Campus Boulevard, Newtown Square, Pennsylvania 19073, Attention: Investor
Relations. Investors and security holders may obtain free copies of the
documents filed with the SEC by ACC by directing a written request to American
Campus Communities, Inc., 805 Las Cimas Parkway, Suite 400, Austin,
Texas 78746 Attention: Investor Relations. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND THE OTHER RELEVANT MATERIALS
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED
TRANSACTIONS.
ACC, GMH and
their respective executive officers, directors and trustees may be deemed to be
participants in the solicitation of proxies from the security holders of GMH in
connection with the merger. Information about those executive officers and
directors of ACC and their ownership of ACC common stock is set forth in the
proxy statement for ACCs 2008 Annual Meeting of Stockholders, which was filed
with the SEC on April 2, 2008. Information about the executive officers
and trustees of GMH and their ownership of GMH common shares is set forth in
GMHs Annual Report on Form 10K/A, which was filed with the SEC on April 29,
2008. Investors and security holders may obtain additional information
regarding the direct and indirect interests of ACC, GMH and their respective
executive officers, directors and trustees in the Merger by reading the proxy
statement and prospectus regarding the merger.
2
For more information contact:
Financial Relations Board
Joe Calabrese
212.827.3772
(Analyst Info)
3
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