e8vk
 

 
 
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): February 26, 2008
American Campus Communities, Inc.
(Exact Name of Registrant as Specified in its Charter)
Commission File Number: 001-32265
     
MD   760753089
(State or Other Jurisdiction Of   (I.R.S. Employer
Incorporation or Organization)   Identification No.)
805 Las Cimas Parkway Suite 400
Austin, TX 78746
(Address of Principal Executive Offices, Including Zip Code)
512-732-1000
(Registrant’s Telephone Number, Including Area Code)
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):
þ   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(17CFR240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act(17CFR240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17CFR240.13e-4(c))
 
 

 


 

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
     On February 26, 2008, American Campus Communities, Inc. (the “Company”) issued a press release (the “Earnings Release”) announcing, among other things, earnings for the quarter and year ended December 31, 2007. The text of the Earnings Release is included as Exhibit 99.1 to this Current Report.
     The Earnings Release is furnished pursuant to Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
ITEM 7.01 REGULATION FD DISCLOSURE
     On February 26, 2008, the Company disclosed a supplemental analyst package in connection with its earnings conference call for the quarter ended December 31, 2007, which took place on February 27, 2008. A copy of the supplemental analyst package is attached hereto as Exhibit 99.2.
     The supplemental analyst package is furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
ITEM 8.01 OTHER EVENTS
     On February 26, 2008, the Company disclosed an addendum to the investor package furnished on February 12, 2008, which discussed a transaction pursuant to which the Company will acquire GMH Communities Trust. A copy of the addendum to the investor package is being furnished as Exhibit 99.3.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
          The list of exhibits is incorporated herein by reference to the Exhibit Index.

 


 

Signature(s)
     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.
         
    American Campus Communities, Inc.
 
 
Date: February 27, 2008  By:   /s/ Jonathan A. Graf    
    Jonathan A. Graf   
    Executive Vice President, and Chief Financial Officer   

 


 

         
Exhibit Index
     
Exhibit No.   Description
EX-99.1
  Earnings Release Dated February 26, 2008
 
EX-99.2
  Supplemental Analyst Package — Fourth Quarter 2007
 
EX-99.3
  Addendum to Investor Package furnished on February 12, 2008