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 6, 2013
MPG OFFICE TRUST, INC.
(Exact name of registrant as specified in its charter)
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Maryland (State or other jurisdiction of incorporation) | 001-31717 (Commission File Number) | 04-3692625 (IRS Employer Identification Number) |
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355 South Grand Avenue, Suite 3300 Los Angeles, California (Address of principal executive offices) | 90071 (Zip Code) |
(Registrant’s telephone number, including area code)
213-626-3300
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 obligation of the registrant under any of the following provisions:
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| £ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| £ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| £ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| £ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
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| | Item 8.01 | Other Events. |
| | Item 9.01 | Financial Statements and Exhibits. |
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| Exhibit 23.1 | Consent of KPMG LLP |
| Exhibit 99.1 | Restated 2012 Financial Statements and Supplementary Data |
| Exhibit 99.2 | Restated 2012 Selected Financial Data and Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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| Section 8 – Other Events |
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| Item 8.01 | Other Events. |
Restatement of Item 8 to Annual Report on Form 10-K for the Year Ended December 31, 2012
In conformity with the requirements of Regulation S-X, Rule 3.05 (b)(2), MPG Office Trust, Inc. is filing this Current Report on Form 8-K to restate the consolidated financial statements and related notes of MPG Office Trust, Inc. and its subsidiaries (the “Company”) as of and for the three-year period ended December 31, 2012 as reported in Part II, Item 8 of its Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 18, 2013 (the “2012 Form 10-K”) to reflect the reclassification of the results of operations of US Bank Tower and the Westlawn off-site parking garage reported in the Company’s March 31, 2013 Quarterly Report on Form 10-Q filed with the SEC on May 9, 2013 (the “Q1 2013 Form 10-Q”) and Plaza Las Fuentes reported in the Company’s June 30, 2013 Quarterly Report on Form 10-Q filed with the SEC on August 7, 2013 (the “Q2 2013 Form 10-Q”) to discontinued operations. The restated consolidated financial statements and related notes are attached herewith as Exhibit 99.1. The reclassification of the results of operations of US Bank Tower, the Westlawn off-site parking garage and Plaza Las Fuentes had no effect on the Company’s historical reported consolidated balance sheets, net income (loss), earnings (loss) per share, or statements of comprehensive income/(loss), deficit and cash flows as of and for the three-year period ended December 31, 2012.
Restatement of Items 6 and 7 to Annual Report on Form 10-K for the Year Ended December 31, 2012
The Company is also filing this Current Report on Form 8-K to restate the selected financial data reported in Part II, Item 6 and the management’s discussion and analysis of financial condition and results of operations (“MD&A”) reported in Part II, Item 7 of the 2012 Form 10-K to reflect the reclassification of the results of operations of US Bank Tower and the Westlawn off-site parking garage in the Q1 2013 Form 10-Q and Plaza Las Fuentes in the Q2 2013 Form 10-Q to discontinued operations. The restated selected financial data and MD&A are attached herewith as Exhibit 99.2.
The information set forth in Exhibits 99.1 and 99.2 continues to report and disclose information as of March 18, 2013, the date the 2012 Form 10-K was filed, and the Company has not updated or amended the disclosures contained therein to reflect events that occurred since the filing of the 2012 Form 10-K, or modified or updated those disclosures in any way other than as required to reflect US Bank Tower, the Westlawn off-site parking garage and Plaza Las Fuentes as discontinued operations and subsequent events requiring disclosure through August 6, 2013. Accordingly, Exhibits 99.1 and 99.2 should be read in conjunction with the Company’s filings made with the SEC subsequent to the filing of the 2012 Form 10-K.
Forward-Looking Statements
Certain written and oral statements made or incorporated by reference from time to time by us or our representatives in this Current Report on Form 8-K, other filings or reports filed with the SEC, press releases, conferences, or otherwise, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). In particular, statements relating to our ability to consummate the merger and the timing of the closing of the merger, our liquidity and capital resources, potential asset dispositions and loan modification efforts, portfolio performance and results of operations contain forward-looking statements. Furthermore, all of the statements regarding future financial performance (including market conditions and demographics) are forward-looking statements. We are including this cautionary statement to make applicable and take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any such forward-looking statements. We caution investors that any forward-looking statements presented in this Current Report on Form 8-K, or that management may make
orally or in writing from time to time, are based on management’s beliefs and assumptions made by, and information currently available to, management. When used, the words “anticipate,” “believe,” “expect,” “intend,” “may,” “might,” “plan,” “estimate,” “project,” “should,” “could,” “will,” “result,” “seeks,” variations of such words and similar expressions are intended to identify forward-looking statements, which generally are not historical in nature. Such statements are subject to risks, uncertainties and assumptions and may be affected by known and unknown risks, trends, uncertainties and factors that are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. We expressly disclaim any responsibility to update forward-looking statements, whether as a result of new information, future events or otherwise. Accordingly, investors should use caution in relying on past forward-looking statements, which were based on results and trends at the time they were made, to anticipate future results or trends.
Some of the risks and uncertainties that may cause our actual results, performance, liquidity or achievements to differ materially from those expressed or implied by forward-looking statements include, among others, the following:
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| • | Our ability to consummate the merger and the timing of the closing of the merger; |
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| • | Our liquidity situation, including our failure to obtain additional capital or extend or refinance debt maturities; |
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| • | Our failure to reduce our significant level of indebtedness; |
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| • | Risks associated with the timing and consequences of loan defaults; |
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| • | Risks associated with our loan modification and asset disposition efforts, including potential tax ramifications; |
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| • | Risks associated with our ability to dispose of properties with potential value above the debt, if and when we decide to do so, at prices or terms set by or acceptable to us; |
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| • | Decreases in the market value of our properties; |
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| • | Decreased rental rates, increased lease concessions or failure to achieve occupancy targets; |
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| • | Defaults on or non-renewal of leases by tenants; |
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| • | Our dependence on significant tenants; |
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| • | Adverse economic or real estate developments in Southern California, particularly in the Los Angeles Central Business District; |
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| • | Disruption of credit markets or a global economic slowdown; |
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| • | Potential loss of key personnel (most importantly, members of senior management); |
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| • | Increased interest rates and operating costs; |
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| • | Our failure to maintain our status as a real estate investment trust; |
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| • | Our ability to utilize our net operating loss carryforwards and certain other tax attributes may be limited under certain circumstances; |
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| • | Environmental uncertainties and risks related to earthquakes and other natural disasters; |
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| • | Future terrorist attacks in the U.S.; |
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| • | Risks associated with our organizational structure; and |
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| • | Changes in real estate and zoning laws and increases in real property tax rates. |
Additional material risk factors are discussed in our Q2 2013 Form 10-Q and 2012 Form 10-K. Those risks are also relevant to our performance and financial condition. Moreover, we operate in a highly competitive and rapidly changing environment. New risk factors emerge from time to time, and it is not possible for management to predict all such risk factors, nor can it assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.
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| Section 9 – Financial Statements and Exhibits |
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| Item 9.01 | Financial Statements and Exhibits. |
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| (a) | Financial statements of businesses acquired: None. |
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| (b) | Pro forma financial information: None. |
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| (c) | Shell company transactions: None. |
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| (d) | Exhibits: |
The following exhibits are either filed or furnished with this Current Report on Form 8-K:
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| Exhibit No. | | Description |
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| 23.1* | | Consent of KPMG LLP |
| 99.1* | | Restated 2012 Financial Statements and Supplementary Data |
| 99.2* | | Restated 2012 Selected Financial Data and Management’s Discussion and Analysis of Financial Condition and Results of Operations |
| 101.INS** | | XBRL Instance Document |
| 101.SCH** | | XBRL Taxonomy Extension Schema Document |
| 101.CAL** | | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF** | | XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB** | | XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE** | | XBRL Taxonomy Extension Presentation Linkbase Document |
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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.
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| | MPG OFFICE TRUST, INC. Registrant |
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| | /s/ PEGGY M. MORETTI |
| | Peggy M. Moretti Executive Vice President, Investor and Public Relations & Chief Administrative Officer |
Dated: As of August 7, 2013
