UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________________
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): November 1, 2012
FRANKLIN STREET PROPERTIES CORP.
(Exact Name of Registrant as Specified in Charter)
|
Maryland |
001-32470 |
04-3578653 |
|
(State or Other Jurisdiction of Incorporation) |
(Commission File No.) |
(IRS Employer Identification No.) |
401 Edgewater Place, Suite 200, Wakefield, Massachusetts 01880
(Address of Principal Executive Office) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (781) 557-1300
Not Applicable
(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:
☐ 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))
EXPLANATORY NOTE
On November 1, 2012, FSP Westchase LLC (the “Property Owner”), a wholly-owned subsidiary of Franklin Street Properties Corp. (the “Registrant”), completed the acquisition of an office property located at 10370 and 10350 Richmond Avenue, Houston, Texas (the “Property”). The Property consists of two, 14-story, multi-tenant office buildings containing an aggregate of approximately 629,022 rentable square feet of space and a parking garage located on approximately 6.5 acres of land. The purchase price of the Property was $154,750,000 and was paid in cash by the Property Owner at the closing on November 1, 2012. Neither the Property Owner nor the Registrant incurred any mortgage indebtedness to purchase the Property.
The Registrant filed a Current Report on Form 8-K on November 1, 2012 (the “Form 8-K”) to report the completion of the acquisition of the Property. The Registrant hereby amends the Form 8-K to include in Item 9.01 thereof required financial statements, pro forma financial information and the Consent of Braver PC.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Statements of Revenue over Certain Operating Expenses, in accordance with Rule 3-14 of Regulation S-X, of the Property for the Period from January 1, 2012 through September 30, 2012 (unaudited) and for the Year Ended December 31, 2011.
(b) Pro Forma Financial Information.
Combining Condensed Consolidated Pro Forma Balance Sheets as of September 30, 2012 (unaudited), Combining Condensed Consolidated Pro Forma Statements of Income for the Nine Months Ended September 30, 2012 (unaudited) and Combining Condensed Consolidated Pro Forma Statements of Income for the Year Ended December 31, 2011 (unaudited).
(d) Exhibits.
See Exhibit Index attached hereto.
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.
FRANKLIN STREET PROPERTIES CORP.
By: /s/ George J. Carter
George J. Carter
President and Chief Executive Officer
Date: January 11, 2013
EXHIBIT INDEX
| Exhibit No. | Description |
| 10.1 | Contract of Sale, dated October 10, 2012, between FSP Westchase LLC and Granite Westchase Partners, Ltd., together with First Amendment to Contract of Sale, dated October 24, 2012, between FSP Westchase LLC and Granite Westchase Partners, Ltd., incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q, filed on October 30, 2012 (File No. 001-32470). |
| 23.1* | Consent of Braver PC. |
| 99.1* | Statements of Revenue over Certain Operating Expenses, in accordance with Rule 3-14 of Regulation S-X, of the Property for the Period from January 1, 2012 through September 30, 2012 (unaudited) and for the Year Ended December 31, 2011. |
| 99.2* | Combining Condensed Consolidated Pro Forma Balance Sheets as of September 30, 2012 (unaudited), Combining Condensed Consolidated Pro Forma Statements of Income for the Nine Months Ended September 30, 2012 (unaudited) and Combining Condensed Consolidated Pro Forma Statements of Income for the Year Ended December 31, 2011 (unaudited). |
| * Filed herewith |