Unassociated Document
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
PITTSBURGH
& WEST VIRGINIA RAILROAD
(Exact
Name of Registrant as Specified in Its Charter)
|
|
Pennsylvania
|
|
|
|
(State or Other Jurisdiction of
Incorporation)
|
|
|
|
|
|
|
1-5447
|
|
25-6002536
|
|
(Commission
File Number)
|
|
(I.R.S.
Employer Identification No.)
|
|
|
|
|
|
#2
Port Amherst Drive, Charleston, West Virginia
|
|
25306
|
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
|
|
|
|
|
|
(304)
926-1124
|
|
|
(Registrant's
Telephone Number, Including Area Code)
|
|
|
|
|
|
n/a
|
|
(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 obligations of the registrant under any of the following
provisions
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFT|R
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))
|
SECTION
5: CORPORATE GOVERNANCE AND MANAGEMENT
Item
5.02 Departure of
Directors or Principal Officers; Election of Directors; Appointment of Principal
Officers
On
February 14, 2011, the board of trustees of Pittsburgh & West Virginia
Railroad, a Pennsylvania business trust (the “Registrant” or “Company”)
announced the appointment of David H. Lesser, (45), currently our Chairman, as
CEO until the next annual meeting of shareholders. There is no
employment contract or remuneration at this time. Mr. Lesser is a
businessman and investment banker with over 25 years of experience in
real-estate. Mr. Lesser is currently, and has been for the past 15
years, president of Hudson Bay Partners, LP, an investment firm focused on real
estate and real estate-related situations. He also serves as a
trustee of the Town Hall in New York City. Mr. Lesser has previously
held leadership roles with public REITs, having served as a Senior Vice
President of Crescent Real Estate Equities and as a Director of Keystone
Property Trust. Prior to Crescent, Mr. Lesser was a Director in Merrill Lynch’s
real-estate investment banking group. Mr. Lesser holds an M.B.A. from
Cornell University and a B.S. in Applied Management and Economics from Cornell
University.
Item
5.03 Amendments to
Articles of Incorporation or Bylaws; Change in Fiscal Year
On
February 14, 2011, in connection with the Rights Offering (as defined below),
our Trustees approved amendments to our Declaration of Trust and Regulations to
(i) codify the non-classified board structure under which we have been operating
(meaning that it is now codified that each trustee is elected on an annual
basis), and (ii) establish that the number of Trustees shall be three, or such
greater number as may be fixed by the Trustees. Previously, our
Declaration of Trust and Regulations had provided for staggered, three-year
terms for the Trustees, and a Board of Trustees consisting of four members. The
specific provisions amended were Section 4.1 of the Declaration of Trust, and
Sections 1 and 2 of Article I of the Regulations. The foregoing
description is qualified in its entirety by reference to the amendments to our
Declaration of Trust and amendments to our Regulations, copies of which are
attached hereto as Exhibits 3.1 and 3.2 and are incorporated herein by
reference.
SECTION
8: OTHER EVENTS
Item 8.01
(a)
On
February 15, 2011, the Company announced that it filed a registration statement
on Form S-3 (the "Registration Statement") with the Securities and Exchange
Commission (the "SEC") for a rights offering to its existing shareholders
(“Rights Offering”). The Company is distributing at no charge on a
pro rata basis to all existing holders of our common shares of beneficial
interest, non-transferable subscription rights to purchase up to an aggregate of
113,250 common shares of beneficial interest, no par value, at a subscription
price of $9.00 per share, for up to an aggregate purchase price of $1,019,250 in
cash as provided in the Registration Statement. Each
shareholder will receive three (3) subscription rights for every forty (40) of
our common shares owned on February 25, 2011 and each subscription right will
entitle its holder to purchase one (1) common share at the subscription
price. We will not issue fractional rights, but rather will round
down the aggregate number of subscription rights shareholders are entitled to
receive to the nearest whole number.
The
purpose of the Rights Offering is to raise equity capital in a cost-effective
manner that gives all of our shareholders the opportunity to
participate. The net proceeds of the rights offering will be used to
hire employees, advisors and/or consultants that will assist us with developing
and implementing a new broader, business plan, to undertake diligence of
potential business or investment opportunities consistent with our status as a
real-estate investment trust (REIT), and to the extent any proceeds remain, for
general working capital purposes (including expenses related to our status as a
public company).
The
subscription rights will be distributed and exercisable beginning on February
25, 2011, the record date of the Rights Offering, subject to the registration
statement being declared effective by the SEC. The subscription
rights will expire and will have no value if they are not exercised prior to
5:00 p.m., Eastern Time, on March 16, 2011, the expiration date of the Rights
Offering. PW may, in its sole discretion and without notice to
shareholders, extend the Rights Offering one or more times or cancel or modify
the Rights Offering at any time for any reason. If the effective date of the
Rights Offering is delayed for any reason, we will inform shareholders of the
new record date and other relevant changes to the Rights Offering with
appropriate filings on Form 8-K.
A
registration statement relating to these securities has been filed with the SEC
but has not yet become effective. The information in the registration statement
is not complete and may be changed. We may not sell these securities until the
registration statement filed with the Securities and Exchange Commission is
effective. Neither the registration statement nor this filing is an
offer to sell these securities and it is not a solicitation of an offer to buy
or sell these securities in any jurisdiction where the offer or sale is not
permitted. The securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes
effective.
Item 8.01
(b)
On
February 14, 2011, the trustees of the Company declared a quarterly cash
dividend of $0.10 per share, payable on March 31, 2011 to shareholder’s of
record as of February 25, 2011.
A copy of
the press release dated February 15, 2011 relating to the matters set forth
herein is attached to this Current Report on Form 8-K as Exhibit
99.1.
SECTION
9: FINANCIAL
STATEMENTS AND EXHIBITS
|
Item
9.01
|
Financial
Statements and Exhibits
|
(d)
Exhibits
Exhibit
No. Description
|
3.1
|
Amendments
to Declaration of Trust, dated February 14,
2011
|
|
3.2
|
Amendments
to Trust Regulations, dated February 14,
2011
|
|
99.1
|
Press
Release of Pittsburgh & West Virginia Railroad datedFebruary
15, 2011
|
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.
Date:
February 15, 2011
PITTSBURGH
& WEST VIRGINIA RAILROAD
By: /s/ David H.
Lesser
Name: David
H. Lesser
Title: CEO
and Chairman