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):
August 5, 2011
American Assets Trust, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 001-35030 | 27-3338708 | ||
| (State or other jurisdiction of incorporation) |
(Commission File No.) |
(I.R.S. Employer Identification No.) |
| 11455 El Camino Real, Suite 200 San Diego, California 92130 |
92130 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(858) 350-2600
Registrant’s telephone number, including area code:
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective as of August 5, 2011, pursuant to the bylaws of American Assets Trust, Inc. (the “Company”), the Board of Directors (the “Board”) elected Alan D. Gold to fill the vacancy on the Board. Mr. Gold will serve as a director until our Annual Meeting of Shareholders in 2012, or until his successor is otherwise elected. Additionally, Mr. Gold has been appointed as a member of the Company’s audit committee.
Mr. Gold has served as Chairman and Chief Executive Officer of BioMed Realty Trust, Inc. since its formation in 2004. He served as Chairman, President and Chief Executive Officer of BioMed’s privately-held predecessor, Bernardo Property Advisors, Inc., since August 1998. Mr. Gold was a co-founder and served as President and a director of Alexandria Real Estate Equities, Inc., a publicly traded REIT specializing in acquiring and managing laboratory properties for lease to the life science industry, from its predecessor’s inception in 1994 until he resigned as President in August 1998 and as a director at the end of 1998.
Mr. Gold has been determined by the Board to meet the “independence” standard of the New York Stock Exchange and the Securities and Exchange Commission.
Mr. Gold, like the other non-employee directors of the Company, will participate in the Company’s 2011 Equity Incentive Award Plan (the “Plan”). Under that Plan, Mr. Gold received 1,957 restricted shares of our common stock on August 5, 2011.
Additionally, Larry E. Finger has been designated as chairman of the Company’s audit committee and Robert S. Sullivan has been designated as chairman of the Company’s compensation committee.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
The following exhibits are furnished with this Current Report on Form 8-K:
| Exhibit |
Exhibit Description | |
| 99.1* |
Press Release issued by American Assets Trust, Inc. on August 5, 2011. | |
| * | Furnished herewith |
SIGNATURES
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.
| American Assets Trust, Inc. | ||
| By: | /s/ ADAM WYLL | |
| Adam Wyll Senior Vice President, General Counsel and Secretary | ||
August 5, 2011
EXHIBIT INDEX
| Exhibit Number |
Exhibit Description | |
| 99.1 |
Press Release issued by American Assets Trust, Inc. on August 5, 2011. | |
Exhibit 99.1
American Assets Trust, Inc. Announces Appointment of Alan D. Gold as Director
Company Release – 8/5/11
SAN DIEGO American Assets Trust, Inc. (NYSE: AAT) (the “Company”) announced today that Alan D. Gold has been appointed to the Board of Directors of the Company, effective August 5, 2011. Mr. Gold will serve as an independent director of the Company and become a member of the Company’s audit committee.
Mr. Gold has served as Chairman and Chief Executive Officer of BioMed Realty Trust, Inc. since its formation in 2004. He served as Chairman, President and Chief Executive Officer of BioMed’s privately-held predecessor, Bernardo Property Advisors, Inc., since August 1998. Mr. Gold was a co-founder and served as President and a director of Alexandria Real Estate Equities, Inc., a publicly traded REIT specializing in acquiring and managing laboratory properties for lease to the life science industry, from its predecessor’s inception in 1994 until he resigned as President in August 1998 and as a director at the end of 1998.
“I am pleased to welcome Alan to the Board of Directors of American Assets Trust,” said Ernest Rady, Executive Chairman of the Company. “Alan has considerable experience as a chief executive in the REIT industry and we look forward to benefiting from that experience and his counsel.”
About American Assets Trust, Inc.
American Assets Trust, Inc. is a full service, vertically integrated and self-administered REIT that owns, operates, acquires and develops high quality retail and office, multifamily and mixed-use properties in attractive, high-barrier-to-entry markets primarily in Southern California, Northern California, Hawaii and Oregon. The Company was formed to succeed to the real estate business of American Assets, Inc., a privately held corporation founded in 1967 and, as such, has significant experience, long-standing relationships and extensive knowledge of its core markets, submarkets and asset classes. The Company’s retail portfolio comprises approximately 3.0 million rentable square feet, and its office portfolio comprises approximately 2.4 million square feet. In addition the company owns one mixed-use property (including approximately 97,000 rentable square feet of retail space and a 369-room all-suite hotel) and over 900 multifamily units. The Company intends to elect to be treated as a REIT for U.S. federal income tax purposes, commencing with the taxable year ending December 31, 2011. For additional information, visit www.americanassetstrust.com.
Forward Looking Statements
This press release may contain forward-looking statements within the meaning of the federal securities laws, which are based on current expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. While forward-looking statements reflect the Company’s
good faith beliefs, assumptions and expectations, they are not guarantees of future performance. For a further discussion of these and other factors that could cause the Company’s future results to differ materially from any forward-looking statements, see the section entitled “Risk Factors” in the Company’s annual report on Form 10-K and other risks described in documents subsequently filed by the Company from time to time with the Securities and Exchange Commission. The Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes.
Source: American Assets Trust, Inc.
Investor and Media Contact:
American Assets Trust
Robert F. Barton
Executive Vice President and Chief Financial Officer
858-350-2607