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BRE > SEC Filings for BRE > Form 8-K on 22-Jan-2014All Recent SEC Filings

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Form 8-K for BRE PROPERTIES INC /MD/


22-Jan-2014

Other Events, Financial Statements and Exhibits


Item 8.01. Other Events.

On January 21, 2014, we announced a Notice of Redemption to all holders of record of our outstanding 6.75% Series D Cumulative Redeemable Preferred Stock (the "Series D Preferred Stock") at a redemption price of $25.23438 per share. The redemption price is equal to the original issuance price of $25.00 per share, plus accrued and unpaid dividends to the redemption date. The redemption date will be February 20, 2014. From the redemption date forward, dividends on the 2,159,715 shares of Series D Preferred Stock, which are called for redemption, will no longer accrue. Holders of shares of Series D Preferred Stock will have no rights as holders of such shares other than the right to receive the $25.23438 redemption price, which includes dividends that will accrue to the redemption date.

In accordance with accounting guidance the initial issuance costs totaling $1.9 million associated with this series of perpetual preferred stock will be recognized as a reduction of earnings in arriving at both net income available to common stockholders and funds from operations (FFO). BRE will record this charge in the first quarter of 2014.

The Notice of Redemption and related materials will be mailed today to holders of record of the Series D Preferred Stock. Questions about the Notice of Redemption and related materials should be directed to the redemption agent:
Wells Fargo Bank, N.A., P.O. Box 64858, St. Paul, MN 55164-0858, Attn: Corporate Actions Department, toll-free telephone number 800.468.9716; or to BRE Properties, Inc., 525 Market Street, 4th Floor, San Francisco, CA 94105, Attn:
Investor Relations, telephone number 415.445.3745. Requests for additional copies of the materials should be directed to Wells Fargo Bank, N.A.

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Except for the historical information contained herein, this report on Form 8-K contains forward-looking statements, including statements regarding the redemption of and payment of dividends on our capital stock and the anticipated preferred dividend charge, and is based on our current expectations and judgment. You should not rely on these statements as predictions of future events because there is no assurance that the events or circumstances reflected in the statements can be achieved or will occur. Forward-looking statements are identified by words such as "believes," "expects," "may," "will," "should," "approximately," "intends," "plans," "pro forma," "estimates," or "anticipates" or their negative form or other variations, or by discussions of strategy, plans or intentions. The following factors, among others, could affect actual results and future events: defaults or non-renewal of leases, increased interest rates and operating costs, failure to obtain necessary outside financing, difficulties in identifying properties to acquire and in effecting acquisitions, failure to successfully integrate acquired properties and operations, inability to dispose of assets that no longer meet our investment criteria under favorable terms and conditions, risks and uncertainties affecting property development and construction (including construction delays, cost overruns, inability to obtain necessary permits and public opposition to such activities), failure to qualify as a real estate investment trust under the Internal Revenue Code of 1986, as amended, and increases in real property tax rates. Our success also depends on general economic trends, including interest rates, tax laws, governmental regulation, legislation, population changes and other factors, including the risk factors discussed in the section entitled "Risk Factors" in our most recent Annual Report on Form 10-K as they may be updated from time to time by our subsequent filings with the Securities and Exchange Commission. You should not rely solely on forward-looking statements, which only reflect management's analysis. We assume no obligation to update this information. For more details, please refer to our SEC filings, including our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.



ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number  Description
99.1    Press release dated January 21, 2014.
99.2    Notice of Redemption dated January 21, 2014.

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