UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 18, 2012 (July 12, 2012)
AMERICAN REALTY CAPITAL TRUST, INC.
(Exact name of Registrant as specified in its charter)
| Maryland | 001-35439 | 71-1036989 |
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
|
405 Park Avenue New York, New York 10022 |
| (Address, including zip code, of principal executive offices) |
| (646) 937-6900 |
| Registrant’s telephone number, including area code: |
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 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))
Explanatory Note
American Realty Capital Trust, Inc. previously filed a Current Report on Form 8-K on July 13, 2012 (the “Original Form 8-K”). This Current Report on Form 8-K/A is being filed for the purposes of filing a press release with this Form 8-K/A. The press release was listed as Exhibit 99.1 to the Original Form 8-K, but, due to an administrative error, was not included in the filing. No other changes have been made to the Original Form 8-K, which is restated in its entirety below.
| Item 5.02. | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers. |
On July 12, 2012, the Board of Directors of American Realty Capital Trust, Inc. (the “Company”) appointed Leslie D. Michelson, currently one of the Company’s independent directors and chairman of the audit committee, as the lead independent director of the Company. The Board of Directors has appointed a lead independent director to provide an additional measure of balance, ensure the Board’s independence, and enhance the Board’s ability to fulfill its management oversight responsibilities.
The lead independent director chairs meetings or executive sessions of the independent directors, reviews and comments on Board of Directors’ meeting agendas, represents the views of the independent directors to management, facilitates communication among the independent directors and between management and the independent directors, acts as a liaison with service providers, officers, attorneys, and other directors generally between meetings, serves as a representative and speaks on behalf of the Company at external seminars, conferences, in the media and otherwise and otherwise assumes such responsibilities as may be assigned to him by the Board. Consistent with current practices, the Company will compensate Mr. Michelson for acting as lead independent director.
The Company’s management believes that having a majority of independent, experienced directors, including a lead independent director with specified responsibilities on behalf of the Board, provides the right leadership structure for the Company and is best for the Company and its stockholders at this time.
Item 8.01. Other Events.
On July 12, 2012, the Company issued a press release announcing that it has placed approximately $64.0 million worth of acquisitions under contract, consisting of 32 properties. The properties include a Shaw’s grocery store, seven Ruby Tuesday restaurants, sixteen Family Dollar stores, five Dollar General stores, a Walgreens pharmacy, a FedEx distribution facility and a Fresenius distribution facility.
The acquisitions will increase the diversity of the Company’s portfolio to 64 distinct tenants and increase the portfolio size to 518 properties. The acquisitions are aligned with the Company’s investment objectives as the properties are leased by corporate credit single tenants and allow the Company to maintain a 60% concentration in the retail sector.
A copy of the press release announcing the Company’s placement of $64.0 million worth of acquisitions under contract is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 |
Press Release dated July 12, 2012
|
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, thereunto duly authorized.
| AMERICAN REALTY CAPITAL TRUST, INC. | ||
| July 18, 2012 | By: | /s/ William M. Kahane |
| Name: | William M. Kahane | |
| Title: | Chief Executive Officer and President | |