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): February 9, 2012
CNL Healthcare Trust, Inc.
(Exact name of registrant as specified in its charter)
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| Maryland | | 333-168129 | | 27-2876363 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification no.) |
450 South Orange Ave.
Orlando, Florida 32801
(Address of principal executive offices)
Registrant’s telephone number, including area code: (407) 650-1000
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 9, 2012, CNL Properties Trust, Inc. (the “Company”) filed Articles of Amendment to Amended and Restated Articles of Incorporation with the State Department of Assessments and Taxation of the State of Maryland to change its name to “CNL Healthcare Trust, Inc.” Also on February 9, 2012, the board of directors of the Company approved an amendment to the Company’s bylaws to reflect the name change.
The Articles of Amendment to Amended and Restated Articles of Incorporation and the amendment to the bylaws of the Company are filed as Exhibits 3.1 and 3.2 hereto and are hereby incorporated by reference.
A copy of the press release issued by the Company announcing the change of its name is furnished as Exhibit 99.1 to this report.
Item 9.01. Financial Statements and Exhibits.
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| 3.1 | | Articles of Amendment to Amended and Restated Articles of Incorporation as effective with the State Department of Assessments and Taxation of the State of Maryland on February 9, 2012 |
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| 3.2 | | Amended and Restated Bylaws dated February 9, 2012 |
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| 99.1 | | Press Release dated February 9, 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 hereunto duly authorized.
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| Date: February 9, 2012 | | CNL HEALTHCARE TRUST, INC. |
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| | /s/ Joseph T. Johnson |
| | Name: | | Joseph T. Johnson |
| | Title: | | Senior Vice President and Chief Financial Officer |
