8-KThe DealStrategic
Acquisition / Disposition · Reg FD Disclosure
Filed Dec 4, 2012 · 13y ago · Accession 0000003499-12-000022
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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):
November 28,
2012
ALEXANDER’S, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware
No. 001-06064
No. 51-0100517
(State or Other
(Commission
(IRS Employer
Jurisdiction of
File Number)
Identification No.)
Incorporation)
210 Route 4 East
Paramus, New Jersey
07652
(Address of Principal Executive offices)
(Zip Code)
Registrant’s telephone number, including
area code: (201) 587-8541
Former name or former address, if changed since last
report: N/A
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 Instructions A.2.):
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 2.01.
Completion of Acquisition
or Disposition of Assets.
On November 28, 2012, Alexander’s Kings Plaza LLC,
Alexander’s of Kings LLC and Kings Parking LLC, indirect wholly-owned
subsidiaries of Alexander's, Inc. (collectively, the “Contributors”)
contributed, pursuant to a Contribution Agreement (the “Agreement”), their
interests in the 1.2 million square foot Kings Plaza Regional Shopping Center,
Brooklyn, New York, to Brooklyn Kings Plaza, LLC, a wholly owned subsidiary of
The Macerich Company, (the “Contributee”). Pursuant to the Agreement, the
Contributors received aggregated consideration of $751 million, comprised of
$721 million in cash and $30 million in common shares of the
Contributee.
Item 7.01.
Regulation FD
Disclosure.
On November 30, 2012, Alexander’s,
Inc. (the “Company”) issued a press release announcing the completion of the
sale of the Kings Plaza Mall and the declaration of a special long-term capital
gain dividend in connection therewith. A copy of the press release is
furnished as Exhibit 99.1 to this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the press release shall
not be deemed “filed” for the purposes of Section 18 of the Exchange Act of
1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor shall such information and exhibit be deemed incorporated
by reference into any filing under the Securities Act of 1933, as amended, or
the Exchange Act, except as shall be expressly set forth by specific reference
in such a filing.
Item 9.01.
Financial Statements and
Exhibits.
(b)
Pro Forma Financial Information
The following unaudited pro forma financial information to give effect to the
disposition is filed as Exhibit 99.2 to this Current Report on Form 8-K and
is incorporated herein by reference:
·
Unaudited Pro Forma Condensed Consolidated Balance Sheet
as of September 30, 2012;
·
Unaudited Condensed Consolidated Statements of Income for
the Nine Months Ended September 30, 2012 and 2011;
·
Unaudited Pro Forma Condensed Consolidated Statement of
Income for the Year Ended December 31, 2011;
·
Unaudited Pro Forma Condensed Consolidated Statement of
Income for the Year Ended December 31, 2010;
·
Unaudited Pro Forma Condensed Consolidated Statement of
Income for the Year Ended December 31, 2009;
(d)
Exhibits
99.1 Press Release of
Alexander’s, Inc. dated November 30, 2012.
99.2 (i) Unaudited Pro
Forma Condensed Consolidated Balance Sheet as of September 30, 2012, (ii)
Unaudited Condensed Consolidated Statements of Income for the Nine Months Ended
September 30, 2012 and 2011, and (iii) Unaudited Pro Forma Condensed
Consolidated Statements of Income for each of the three years in the period
ended December 31, 2011.
2
SIGNATURE
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.
ALEXANDER’S, INC.
(Registrant)
By:
/s/ Joseph Macnow
Name:
Joseph Macnow
Title:
Executive Vice President and
Chief Financial Officer
Date: December 4, 2012
3
Filing details
- Company
- ALEXANDERS INC
- Ticker
- ALX
- CIK
- 3499
- Form type
- 8-K
- Filing date
- Dec 4, 2012
- Report date
- Nov 28, 2012
- Document
- kpsalecompletion.htm
- Size
- 794 KB