BRT Apartments Corp. (FRA:WWA) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03.
|
Material Modification to the Rights of Security Holders. |
Upon the consummation of the Conversion on March 18, 2017, each
issued and outstanding share of beneficial interest in the
Predecessor was converted into one share of Common Stock of the
Company, and the rights of stockholders of the Company began to
be governed by the Maryland General Corporation Law and the
Articles of Incorporation and Bylaws of the Company.
The Conversion did not result in any change in our CUSIP, trading
symbol, federal tax identification number, or any material change
in our business, offices, assets, liabilities, obligations or net
worth, or any change in our directors, officers or employees. The
Common Stock has been approved for listing on the New York Stock
Exchange and will commence trading on March 20, 2017 on an
uninterrupted basis under the trading symbol BRT. Stockholders
are not required to exchange their existing certificates
representing shares of beneficial interest in the Predecessor,
which now represent an equivalent number of shares of Common
Stock of the Company. Shares of Common Stock will be issued and
transferred in book entry form.
A description of the Common Stock is set forth on Exhibit 99.1
hereto and incorporated by reference herein. The Description of
Stock set forth in Exhibit 99.1 modifies and supersedes any prior
description of our common securities in any registration
statement filed with the Securities and Exchange Commission (the
Commission) and will be available for incorporation by reference
into certain of the Companys filings with the Commission to the
Securities Act of 1933, as amended, and the Exchange Act,
including registration statements.
The foregoing description of the Conversion and the Plan of
Conversion does not purport to be complete and is qualified in
its entirety by reference to the full text of the Plan of
Conversion, a copy of which is filed herewith as Exhibit 2.1 and
is incorporated herein by reference. Additional information about
the Conversion and a comparison of the rights of shareholders of
the Predecessor and stockholders of the Company can be found in
the Companys proxy statement/prospectus, filed with the
Securities and Exchange Commission on January 20, 2017, under the
headings The Conversion Proposal, Comparison of Rights of
Shareholders of Old BRT and New BRT and Certain Takeover Defense
Provisions of Maryland law and the New BRT Charter and the New
BRT Bylaws, which description is incorporated herein by
reference.
| Item 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information set forth under Item 3.03 of this Current Report
on Form 8-K is incorporated by reference into this Item 5.03. The
Articles of Incorporation and Bylaws of the Company are filed as
Exhibits 3.1 and 3.2 hereto, respectively, and are incorporated
by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 2.1 |
Plan of Conversion dated December 8, 2016 (incorporated by reference to Exhibit 2.1 of the Registrants Registration Statement on Form S-4 (Reg. No. 333-215221). |
|
| 3.1 | Articles of Incorporation of the Registrant. | |
| 3.2 | Bylaws of the Registrant. | |
| 99.1 | Description of Stock |
BRT Apartments Corp. (FRA:WWA) Recent Trading Information
BRT Apartments Corp. (FRA:WWA) closed its last trading session down -0.08 at 7.41 with 0 shares trading hands.
