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SEC Filings

PREM14A
FOREST CITY REALTY TRUST, INC. filed this Form PREM14A on 09/21/2018
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thereof to receive (without interest and less any applicable taxes) an amount in cash equal to the higher of target performance and the actual level of performance for such long-term incentive cash award through the effective time, as reasonably determined in good faith by the Compensation Committee of our Board. The long-term incentive cash awards will vest on a prorated basis as follows: one-third of long-term incentive cash awards granted in 2018 will vest, two-thirds of long-term incentive cash awards granted in 2017 will vest and 100% of long-term incentive cash awards granted in 2016 will vest, and in each case, any portion of the award that does not vest will be forfeited without consideration.

 

   

Deferred Compensation Shares. At the effective time, each hypothetical share of common stock (each, a “deferred compensation share”) credited to the account of each participant in the Company’s deferred compensation plans for non-employee directors will automatically be cancelled and converted into the right to receive (without interest) an amount in cash equal to the per share merger consideration, which resulting amount will be payable to such participant in accordance with the same terms, conditions and deferral elections as applied to such deferred compensation share immediately prior to the effective time.

Treatment of Purchase Rights Under the Employee Stock Purchase Plan (page [])

Each outstanding purchase right under the Company’s Employee Stock Purchase Plan (the “ESPP”) will be exercised no later than five business days prior to the effective time. Each share of common stock purchased under the ESPP will be cancelled at the effective time and converted into the right to receive the per share merger consideration.

Treatment of Common Stock (page [])

Pursuant to the terms and subject to the conditions and limitations set forth in the merger agreement, holders of shares of common stock immediately prior to the effective time will receive the per share merger consideration.

The merger agreement provides that, at the effective time, each share of common stock (excluding any restricted shares or performance shares, which will be treated as described above) issued and outstanding immediately prior to the effective time (other than shares owned by Parent, Merger Sub or any other wholly owned subsidiary of Parent not held on behalf of third parties) (i) will be converted into the right to receive the per share merger consideration and (ii) will cease to be outstanding, will be cancelled and will cease to exist. Thereafter, each stock certificate and each book entry account will represent only the right to receive the per share merger consideration.

Special REIT Taxable Income Distribution (page [])

Pursuant to the merger agreement, as of the closing date, we will have distributed 100% of our REIT taxable income in cash, as reasonably estimated by the Company, taking into consideration available taxable attributes, such as net operating losses, prior to the closing date, in accordance with certain distribution requirements set forth in Section 857(a) of the Code (the “special REIT taxable income distribution”).

Effect of Dividends on Per Share Merger Consideration; No Further Quarterly Dividends Expected (page [])

We do not anticipate paying a quarterly dividend prior to the completion of the merger. However, if we do pay a quarterly dividend prior to the completion of the merger, the authorization, declaration and payment of any such dividend will reduce the $25.35 per share in cash that a holder of common stock is entitled to receive in the merger by the per share amount of such dividend.



 

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