Date of Report (Date of earliest event reported) January 20, 2006
PS BUSINESS PARKS, INC.
(Exact
name of registrant as specified in its charter)
| California | 1-10709 | 95-4300881 | |||
| (State or Other Jurisdiction | (Commission File | (I.R.S. Employer Identification | |||
| of Incorporation) | Number) | Number) | |||
701 Western Avenue,
Glendale, California 91201-2397
(Address
of principal executive offices ) (Zip Code)
Registrant’s telephone number, including area code: (818) 244-8080
N/A
(Former
name or former address, if changed since last report)
| |_| 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)) |
| On January 20, 2006, the Company announced the tax treatment of the 2005 dividends. The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing. |
(c) Exhibits
The following exhibit relating to Item 7.01 shall be deemed to be furnished, and not filed:
99.1 Press release dated January 20, 2006
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.
PS BUSINESS PARKS, INC.
Date: January 20, 2006
By: /s/ Edward A. Stokx
Edward A. Stokx
Chief Financial Officer
PS Business Parks, Inc.
701 Western
Avenue
Glendale, CA 91201-2349
www.psbusinessparks.com
For Release: Immediately
Date: January 20, 2006
Contact:
Mr. Edward A. Stokx (818) 244-8080, Ext. 649
GLENDALE, California – PS Business Parks, Inc. (AMEX:PSB) announced today the tax treatment of the Company’s 2005 dividends. For the tax year ended December 31, 2005, distributions for the common stock and all the various series of preferred stocks were classified as follows:
2005
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1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
--------------- ---------------- ---------------- ----------------
Ordinary Income 81.6373% 100.0000% 99.2391% 100.0000%
Long-Term Capital Gain 18.3627% 0.0000% 0.7609% 0.0000%
--------------- ---------------- ---------------- ----------------
Total 100.00% 100.00% 100.00% 100.00%
=============== ================ ================ ================
The ordinary income dividends do not constitute "qualified dividend income."
A percentage of the long-term capital gain is unrecaptured section 1250 gain for each quarter of 2005 as follows:
2005 Percentage of Total Long-Term Capital Gain Distribution
-------------------------------------------------------------------
1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
--------------- ---------------- ---------------- ----------------
Unrecaptured Section 1250
Gain 10.3685% 0.0000% 8.0541% 0.0000%
=============== ================ ================ ================
For corporate shareholders, a portion of the total long-term capital gain is required to be recaptured as ordinary income. For each quarter of 2005, the percentages are as follows:
2005 Percentage of Total Long-Term Capital Gain Distribution
-------------------------------------------------------------------
1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
--------------- ---------------- ---------------- ----------------
IRC ss291 Recapture 2.0737% 0.0000% 1.6108% 0.0000%
=============== ================ ================ ================
Alternative Minimum Tax
Alternative minimum tax adjustments are to be apportioned between a real estate investment trust (“REIT”) and its
shareholders under Internal Revenue Code Section 59(d). Although regulations have not yet been issued under that provision,
based on regulations issued pursuant to a similar provision of prior law and the legislative history of the current provision,
it appears that such alternative minimum tax adjustments are to be apportioned to a REIT’s shareholders to the extent that
the REIT distributes its regular taxable income. It is the Company’s policy to distribute all of its regular taxable income
and accordingly, all of the Company’s alternative minimum tax adjustments are being apportioned to the Company’s
shareholders.
The Company has determined that 0.3941% of each distribution to its shareholders for the tax year ended December 31, 2005
consists of alternative minimum tax adjustments (i.e., for each $1 of dividend reportable by a shareholder, 0.3941¢
represents an alternative minimum tax adjustment). To determine your share of the Company’s alternative minimum tax
adjustments, multiply the aggregate dollar amount of your reportable 2005 dividends from the Company (the sum of the
amounts shown in Boxes 1a and 2a of the Company’s 2005 Form 1099-DIV) times 0.3941%.
If you are an individual, please refer to Internal Revenue Service Form 6251, Alternative Minimum Tax — Individuals.
Your share of alternative minimum tax adjustments should be input as a positive amount in Part I, Line 17 (depreciation on
assets placed in service after 1986). If you are a corporation, please refer to Internal Revenue Service Form 4626, Alternative
Minimum Tax — Corporations. Your share of alternative minimum tax adjustments should be input as a positive amount in
Line 2, letter “a” (depreciation of post-1986 property).
If you have questions, please consult your tax advisor for further guidance.
Company Information
PSB is a self-advised and self-managed equity real estate investment trust that acquires, develops, owns and
operates commercial properties, primarily flex, multi-tenant office and industrial space. The Company defines “flex”
space as buildings that are configured with a combination of office and warehouse space and can be designed to fit a number
of uses (including office, assembly, showroom, laboratory, light manufacturing and warehouse space). As of December 31, 2005,
PSB wholly owned approximately 17.6 million net rentable square feet of commercial space with approximately 3,300 customers
located in eight states, concentrated in California (5.4 million sq. ft.), Texas (2.9 million sq. ft.), Florida (3.2 million
sq. ft.), Oregon (1.4 million sq. ft.), Virginia (2.8 million sq. ft.), Maryland (1.2 million sq. ft.), and Arizona
(0.7 million sq. ft.).
Additional information about PS Business Parks, Inc. is available on the Internet. The Company's website is
www.psbusinessparks.com.