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PW > SEC Filings for PW > Form 8-K on 17-Oct-2011All Recent SEC Filings

Show all filings for PITTSBURGH & WEST VIRGINIA RAILROAD

Form 8-K for PITTSBURGH & WEST VIRGINIA RAILROAD


17-Oct-2011

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Ye


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year

On October 17, 2011, the Board of Trustees approved an amendment to the Trust's Third Amended Declaration of Trust, dated August 11, 2011. The amendment was deemed to be in the best interest of the Trust to ensure the Trust's compliance with IRS restrictions on concentrated share ownership of real-estate investment trusts (REITs). The specific amendment was the addition of Article VIII, which prohibits the actual or beneficial ownership by any person of more than 9.9% of the outstanding shares, unless an exception applies or an exemption is granted by the Board of Trustees, in its sole and absolute discretion.The restrictions provide that if, at any time, for any reason, those ownership limitations are violated or more than 50% in value of the Trust's outstanding shares otherwise would be considered owned by five or fewer individuals, then a number of shares necessary to cure the violation will automatically and irrevocably be transferred from the person causing the violation to a designated charitable beneficiary.

The foregoing description is qualified in its entirety by reference to the amendment to our Third Amended Declaration of Trust, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit
No. Description
3.1 Amendment to Third Amended Declaration of Trust, dated October 17, 2011

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