UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 10, 2011
____________________
TIAA REAL ESTATE ACCOUNT
(Exact Name of Registrant as Specified in its Charter)
New York | | Not Applicable |
(State or Other Jurisdiction of Incorporation) | | (IRS Employer Identification No.) |
33-92990, 333-172900
(Commission File Number)
c/o Teachers Insurance and Annuity Association of America
730 Third Avenue
New York, New York 10017-3206
(Address of principal executive offices) (Zip Code)
(Registrant’s Telephone Number, Including Area Code):(212) 490-9000
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 (see General Instruction A.2. below):
c Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
c Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
c Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
c Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosure.
A copy of a press release issued by Teachers Insurance and Annuity Association of America (“TIAA”) on August 8, 2011 with respect to, among other things, the downgrade by Standard and Poor’s of U.S. AAA-rated insurers, including TIAA, to AA+ with a negative outlook as a result of the recent U.S. sovereign debt rating downgrade, has been furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in Exhibit 99.1 furnished herewith shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in such filing.
Item 9.01 Financial Statements and Exhibits.
| (a) Not Applicable. |
| |
| (b) Not Applicable. |
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| (c) Not Applicable. |
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| (d) Exhibits. |
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| Exhibit No. | Description |
| | |
| 99.1 -- | Press release of TIAA, issued on August 8, 2011. |
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.
| | TIAA REAL ESTATE ACCOUNT |
| | | | |
| | By: | TEACHERS INSURANCE AND ANNUITY |
| | | ASSOCIATION OF AMERICA | |
| | | | |
DATE: August 10, 2011 | | By: | /s/Stewart P. Greene |
| | | | Stewart P. Greene |
| | | | Managing Director and General Counsel,
Investment Advisers |
