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As Of Filer Filing For·On·As Docs:Size Issuer Agent 4/11/14 New York REIT, Inc. SC TO-C 3:1.0M New York REIT, Inc. Vintage/FA |
Document/Exhibit Description Pages Size
1: SC TO-C Form 8-K HTML 17K
2: EX-3.1 Articles of Amendment to the Amended and Restated HTML 8K
Charter
3: EX-99.1 Frequently Asked Questions April 2014 HTML 21K
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): April 10, 2014 (April 7, 2014)
New York REIT, Inc.
(Exact Name of Registrant as Specified in Charter)
| Maryland | 000-54689 | 27-1065431 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
405 Park Avenue |
| (Address, including zip code, of Principal Executive Offices) Registrant's telephone number, including area code: (212) 415-6500 American Realty Capital New York Recovery REIT, Inc. (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))
þ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Change of Corporate Name
Effective on April 7, 2014, American Realty Capital New York Recovery REIT, Inc. amended its charter to change its name to New York REIT, Inc. (the “Company”). The name change was effected pursuant to an amendment to the charter of the Company (the “Charter Amendment”), which was filed with the Maryland State Department of Assessments and Taxation on April 7, 2014. The Charter Amendment changes the Company’s name to New York REIT, Inc., was duly approved by at least a majority of the Board of Directors of the Company, and was made without action by the stockholders of the Company pursuant to Section 2-605(a)(1) of the Maryland General Corporation Law. A copy of the Charter Amendment is attached hereto as Exhibit 3.1.
Item 8.01. Other Events.
In connection with the announcement by the Company in its Current Report on Form 8-K, dated April 1, 2014 of its intention to list its common stock on the NYSE on April 15, 2014 and its intention to commence an offer to purchase up to $250.0 million of shares of its common stock from its stockholders, the Company prepared a set of Frequently Asked Questions, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K.
This Current Report on Form 8-K is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities of the Company. The tender offer will be made only pursuant to an offer to purchase, letter of transmittal and related materials the Company intends to distribute to its stockholders and filed with the Securities and Exchange Commission (the “SEC”). The full details of the tender offer, including complete instructions on how to tender shares, will be included in the offer to purchase, the letter of transmittal and related materials, which will become available to stockholders promptly following commencement of the offer. Stockholders should read carefully the offer to purchase, the letter of transmittal and other related materials when they are available because they will contain important information. Stockholders may obtain free copies, when available, of the offer to purchase and other related materials that will be filed by the Company by visiting EDGAR on the SEC website at www.sec.gov. Stockholders also may obtain a copy of these documents, free of charge, from the Company when the materials become available.
The statements in this Current Report on Form 8-K include statements regarding the intent, belief or current expectations of the Company and members of its management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as “may,” “will,” “seeks,” “strives,” “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends,” “should” or similar expressions. Actual results may differ materially from those contemplated by such forward-looking statements, including as a result of those factors set forth in the Risk Factors section of the Company’s most recent annual report on Form 10-K. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Articles of Amendment to the Amended and Restated Charter, effective April 7, 2014 | |
| 99.1 | Frequently Asked Questions April 2014 |
| 2 |
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.
| NEW YORK REIT, INC. | ||
| Date: April 10, 2014 | By: | /s/ Nicholas S. Schorsch |
| Nicholas S. Schorsch | ||
|
Chief Executive Officer and Chairman of the Board of Directors | ||
| 3 |
| This ‘SC TO-C’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 4/15/14 | 4, 8-K, SC TO-I | |||
| Filed as of: | 4/11/14 | 8-A12B, 8-K | ||
| Filed on: | 4/10/14 | |||
| 4/7/14 | 8-K | |||
| 4/1/14 | 8-K, SC TO-C | |||
| List all Filings | ||||