Unassociated Document
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 July 21, 2009
Education
Realty Trust, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
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Maryland
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001-32417
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201352180
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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530
Oak Court Drive, Suite 300
Memphis,
Tennessee
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38117
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(Registrant’s
telephone number, including area code)
(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):
¨ 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))
Item
7.01. Regulation FD Disclosure.
Equity
Offering
Education Realty Trust, Inc. (the
“Company”) announced today that it is commencing an underwritten public offering
of 21,000,000 shares of its common stock. The public offering price and other
terms are to be determined by negotiations between the Company and the
underwriters. In addition, the Company expects to grant to the underwriters an
option for 30 days to purchase up to 3,150,000 additional shares of common stock
to cover overallotments, if any, at the public offering price, less the
underwriting discount. A copy of the press release announcing the Company’s
offering is furnished as Exhibit 99.1 to this Current Report on Form
8-K.
Revised
Dividend Policy
The Company’s board of directors has
determined, contingent upon completion of the equity offering described above,
to reduce the quarterly cash dividend per share of common stock from
$0.1025 (an annual rate of $0.41 per share) to $0.05 (an annual rate of $0.20
per share), beginning with the Company’s quarterly dividend for the third
quarter of 2009. The payment of any future dividends is subject to authorization
by the Company’s board of directors, in its sole discretion, out of funds
legally available for the payment of dividends. The actual dividends paid, if
any, may vary from currently expected amounts. The Company reserves the right to
reduce or suspend dividend payments or to pay any or all of its common stock
dividends in a combination of shares of common stock and cash in accordance with
applicable Internal Revenue Service procedures.
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 Exhibit 99.1 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 the Company
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 exhibit is being furnished herewith to this Current Report on Form
8-K.
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Exhibit No.
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Description
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99.1
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Press
Release dated July 21, 2009
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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.
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EDUCATION
REALTY TRUST, INC.
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Date:
July 21, 2009
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By:
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/s/
Randall H. Brown
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Randall
H. Brown
Executive
Vice President, Chief Financial Officer,
Treasurer
and Secretary
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INDEX
TO EXHIBITS
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Exhibit No.
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Description
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99.1
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Press
Release dated July 21, 2009
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