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): June 11, 2012
| Education Realty Trust, Inc. |
| (Exact Name of Registrant as Specified in Its Charter) |
| Maryland | 001-32417 | 20-1352180 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 999 South Shady Grove Road, Suite 600 Memphis, Tennessee |
38120 | |
| (Address of Principal Executive Offices) | (Zip Code) |
| 901-259-2500 |
| (Registrant’s Telephone Number, Including Area Code) |
| 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 (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 7.01. Regulation FD Disclosure.
On behalf of Education Realty Trust, Inc. (“EdR”), Randall L. Churchey, President and Chief Executive Officer, and Randall H. Brown, Executive Vice President and Chief Financial Officer, will present an overview of EdR to analysts, stockholders and prospective stockholders (the “NAREIT Investor Presentation”) at REITWeek® 2012, NAREIT’s Investor Forum, which will be held June 12-14, 2012 at the Hilton New York in New York City (“REITWeek”). A copy of the NAREIT Investor Presentation is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
In addition, EdR will discuss updated portfolio pre-leasing statistics for the 2012/2013 academic year in connection with the NAREIT Investor Presentation at REITWeek. A copy of such information is furnished herewith as Exhibit 99.2 to this Current Report on Form 8-K.
EdR believes that certain statements in the information attached may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are made on the basis of management’s views and assumptions regarding future events and business performance as of the time the statements are made. Actual results may differ materially from those expressed or implied. Information concerning factors that could cause actual results to differ materially from those in forward-looking statements is contained from time to time in EdR’s filings with the Securities and Exchange Commission.
In accordance with General Instructions B.2 and B.6 of Form 8-K, the information included in this Current Report on Form 8-K (including Exhibits 99.1 and 99.2 hereto), shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by EdR under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being furnished herewith to this Current Report on Form 8-K.
| Exhibit No. | Description | |
| 99.1 | NAREIT Investor Presentation | |
| 99.2 | 2012/2013 Pre-leasing Statistics |
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.
| EDUCATION REALTY TRUST, INC. | ||
| Date: June 11, 2012 | By: | /s/ Randall H. Brown |
| Randall H. Brown | ||
| Executive Vice President, Chief Financial Officer, Treasurer and Secretary | ||
INDEX TO EXHIBITS
| Exhibit No. | Description | |
| 99.1 | NAREIT Investor Presentation | |
| 99.2 | 2012/2013 Pre-leasing Statistics |