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SEC Filings

8-K
FOREST CITY REALTY TRUST, INC. filed this Form 8-K on 12/07/2018
Entire Document
 


Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Pursuant to the Merger Agreement, as of the Effective Time, each of Kenneth J. Bacon, Z. Jamie Behar, Michelle Felman, Jerome J. Lande, David J. LaRue, Adam S. Metz, Gavin T. Molinelli, Marran H. Ogilvie, Mark S. Ordan, James A. Ratner, William R. Roberts and Robert A. Schriesheim ceased serving as a director of the Company. These departures were in connection with the Merger and not due to any disagreement with the Company on any matter.

Pursuant to the Merger Agreement, the directors of Merger Sub as of immediately prior to the Effective Time, Murray Goldfarb, Lowell Baron, Swarup Katuri and Cristiano Machado, became the directors of the Company as of the Effective Time.

In connection with the Merger, effective after December 7, 2018, David LaRue, Robert G. O’Brien, Duane F. Bishop and Brian Ratner will cease to be employed by the Company.

 

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Pursuant to the Merger Agreement, as of the Effective Time, the charter of the Company as in effect immediately prior to the Effective Time was amended. Immediately after the Effective Time, the bylaws of the Company were amended and restated. The foregoing information contained in this Item 5.03 on the amendment to the Company’s charter and amendment and restatement of the Company’s bylaws does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the amendment to the Company’s charter and amended and restated bylaws attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 8.01

Other Events.

On December 7, 2018, the Company issued a press release announcing the completion of the Merger, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

  

Description

  2.1    Agreement and Plan of Merger, dated as of July  30, 2018, by and among Forest City Realty Trust, Inc., Antlia Holdings LLC, and Antlia Merger Sub Inc. (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 31, 2018)
  3.1    Amendment to Charter of Forest City Realty Trust, Inc.
  3.2    Amended and Restated Bylaws of Forest City Realty Trust, Inc.
99.1    Press Release of Forest City Realty Trust, Inc., dated December 7, 2018

 

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