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) December 12, 2005
PS Business Parks, Inc.
(Exact name of registrant as specified in its charter)
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| California
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1-10709
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95-4300881 |
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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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| 701 Western Avenue, Glendale, California
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91201-2397 |
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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
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(818) 244-8080 |
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):
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Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement
On December 12, 2005, PS Business Parks, Inc., a California corporation (the “Company”),
entered into a contribution agreement (the “Contribution Agreement”) among the Company, PS Business
Parks, L.P., a California limited partnership and a majority owned subsidiary of the Company (the
“Operating Partnership”), GSEP 2005 Realty Corp., a Delaware corporation (“GSEP”) and Goldman Sachs
2005 Exchange Place Fund, L.P., a Delaware limited partnership and GSEP’s parent. The Contribution
Agreement relates to a sale of 7 1/8% Series N Cumulative Redeemable Preferred Units (the “Series N
Preferred Units”) of the Operating Partnership. The sale was completed on December 12, 2005.
Under certain circumstances, the Series N Preferred Units are exchangeable for shares of the
Company’s 7 1/8% Series N Cumulative Redeemable Preferred Stock (the “Series N Preferred Stock”). The
Series N Preferred Stock is registrable under the Securities Act of 1933, as amended (the
“Securities Act”) in the circumstances contemplated by the Registration Rights Agreement dated as
of December 12, 2005 (the “Registration Rights Agreement”) between the Company and GSEP. The
Registration Rights Agreement is attached hereto as Exhibit 4.1.
Item 3.02. Unregistered Sales of Equity Securities
On December 12, 2005, and pursuant to the Contribution Agreement, the Company sold 800,000 7
1/8% Series N Cumulative Redeemable Preferred Units to GSEP for $20 million in a transaction that
was exempt from registration under Section 4(2) of the Securities Act. The Operating Partnership
paid a commission of $500,000 to Goldman, Sachs & Co., which represented GSEP in the transaction.
The terms of the Series N Preferred Units are specified by the Amendment to Agreement of
Limited Partnership Relating to 7 1/8% Series N Cumulative Redeemable Preferred Units, dated as of
December 12, 2005 (the “Amendment to the Agreement of Limited Partnership”), which is attached
hereto as Exhibit 10.1. Under the Amendment to the Agreement of Limited Partnership, the Operating
Partnership has the right to redeem the Series N Preferred Units on or after the fifth anniversary
of the date of issuance at the original capital contribution plus, to the extent not previously
distributed, the cumulative priority return to the redemption date (as those terms are defined in
the Amendment to the Agreement of Limited Partnership). The Series N Preferred Units are
exchangeable for shares of Series N Preferred Stock on or after the tenth anniversary of the date
of issuance at the option of the Operating Partnership or a majority of the holders of the Series N
Preferred Units, at a rate of one Series N Preferred Unit for one share of Series N Preferred
Stock.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Under the Company’s Articles of Incorporation, as amended, the Company’s Board of
Directors is authorized without further shareholder action to provide for the issuance of up to
50,000,000 shares of preferred stock. Effective as of December 12, 2005, the Company filed with
the Secretary of State of the State of California a Certificate of Determination designating
800,000 shares of the Company’s preferred stock as “7 1/8% Series N Cumulative Redeemable Preferred
Stock.” A copy of the Certificate of Determination, which specifies the terms of the Series N
Preferred Stock, is attached hereto as Exhibit 3.1.
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Item 7.01. Regulation FD Disclosure
On December 12, 2005, the Company issued a press release announcing the sale of the Series N
Preferred Units. The information in Item 7.01 of this Form 8-K and 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.
Item 9.01. Financial Statements and Exhibits
Exhibits 3.1, 4.1 and 10.1 shall be deemed to be filed. Exhibit 99.1, relating to Item 7.01,
shall be deemed to be furnished, and not filed:
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Exhibit 3.1 -
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Certificate of Determination of
Preferences of 7 1/8% Series N Cumulative
Redeemable Preferred Stock of PS
Business Parks, Inc. |
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Exhibit 4.1 -
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Registration Rights Agreement, dated
as of December 12, 2005, by and
between the Company and GSEP. |
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Exhibit 10.1 -
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Amendment to Agreement of Limited
Partnership of PS Business Parks L.P.
Relating to 7 1/8% Series N Cumulative
Redeemable Preferred Units, dated as
of December 12, 2005. |
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Exhibit 99.1 -
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Press Release dated December 12, 2005 |
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