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
PITTSBURGH & WEST VIRGINIA RAILROAD
(Exact Name of Registrant as Specified in Its Charter)
Pennsylvania
(State or Other Jurisdiction of Incorporation)
1-5447 25-6002536
(Commission File Number) (I.R.S. Employer Identification No.)
55 Edison Avenue, West Babylon, New York 11704
(Address of Principal Executive Offices) (Zip Code)
(212) 750-0373
(Registrant's Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligations of the registrant
under any of the following provisions
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFT|R 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))
SECTION 8: OTHER EVENTS
Item 8.01
On August 31, Pittsburgh & West Virginia Railroad ("PW" or
"Trust") released a press release announcing the filing of a
preliminary registration statement on Form S-4 (the "Registration
Statement") with the Securities Exchange Commission (the "SEC") to
effect a corporate reorganization (the "Reorganization") as part
of its previously announced expansion of its business plan.
The Board of Trustees believes the Company's broadened
investment strategy should create shareholder value and should enable
the Company to capitalize on its public real estate investment trust
("REIT") status and the significant opportunities that exist in
transportation and energy infrastructure industry. The Company's
real asset infrastructure investment strategy is expected to build
upon on its historical ownership of the Pittsburgh & West Virginia
Railroad, which is currently triple-net leased to Norfolk Southern
Corporation. Currently, the Company is pursuing opportunities in the
energy and transportation sectors.
The Board of Trustees believes the Reorganization is in
the best interest of the Company as it pursues growth as an
infrastructure REIT. The Board of Trustees believe the
Reorganization should provide the Company with greater access
to the capital markets, more flexibility in structuring
transactions and that the "Power REIT" name is aligned with
the Company's business plan.
The Registration Statement is available on the SEC's website
at www.sec.gov. The Registration Statement was filed to effect the
Reorganization which consists of the reincorporation of the Company
from the Commonwealth of Pennsylvania to the State of Maryland and to
establish a corporate form that conforms to current REIT industry.
The Registration Statement has not yet become effective and
the information in the registration statement may be changed by the
Company. The Company currently expects to complete the Reorganization
immediately following the effectiveness of its Registration Statement,
subject to receipt of any required regulatory approvals. It is
possible that factors outside the control of the Company could result
in the Reorganization being completed at a later time, or not at all
or that the Board of Trustees may, in their sole discretion and
without notice to you, cancel or modify the Reorganization at any
time for any reason. Neither the registration statement nor this
press release is an offer to sell securities nor are they
solicitations of an offer to buy or sell securities in any
jurisdiction where the offer or sale is not permitted.
Summary of Reorganization
The Board of Trustees of PW and the Board of Trustees of POWER
REIT, a Maryland REIT trust and wholly-owned subsidiary of PW ("Power
REIT", and together with PW and each of their direct and indirect
subsidiaries, the "Company"), have each approved the reincorporation
of PW from the Commonwealth of Pennsylvania to the State of Maryland,
which will be accomplished through the merger (the "Reincorporation
Merger") of PW with POWER REIT PA, a Pennsylvania limited liability
company and wholly-owned subsidiary of Power REIT ("Power REIT PA").
The Reincorporation Merger will be completed pursuant to an Agreement
and Plan of Merger (the "Merger Agreement") substantially in the form
attached as an exhibit to the Registration Statement.
Upon the completion of the Reincorporation Merger, holders of
PW common shares will receive one newly issued common share, no par
value, of Power REIT for each common share of PW they own, and PW
will survive the Reincorporation Merger as a wholly-owned subsidiary
of Power REIT. Other than the exchange of shares described in the
preceding sentence, no new shares are being issued, and Power REIT
will have the same number of shares outstanding as PW following the
Reincorporation Merger.
Following the consummation of the Reincorporation Merger,
Power REIT intends to reorganize itself into an umbrella partnership
REIT structure (the "UPREIT Reorganization") by contributing the
equity shares of PW to Power REIT LP, a newly-formed Delaware limited
partnership (the "Operating Partnership"). The Operating Partnership
will be controlled by Power REIT through a wholly-owned Delaware
limited liability company to be formed as the sole general partner of
the Operating Partnership (the "General Partner"). Upon the
completion of the UPREIT Reorganization, Power REIT will initially
own, directly and indirectly through the General Partner, all of the
equity interests of the Operating Partnership, and PW will continue
as a wholly-owned subsidiary of the Operating Partnership.
About Pittsburgh & West Virginia Railroad and Power REIT
Pittsburgh & West Virginia Railroad is an infrastructure REIT that is
focused on acquiring and owning transportation and energy
infrastructure assets. PW currently owns 112 miles of railroad
between West Virginia and Ohio that is leased to Norfolk Southern
Corporation. Power REIT is the successor entity to Pittsburgh & West
Virginia Railroad and is domiciled in Maryland as a REIT trust.
Power REIT is seeking to pursue a business plan to create shareholder
value by acquiring additional infrastructure assets consistent with
maintaining REIT status. For more information, please visit
www.pwreit.com.
A copy of this press release is attached to this report as Exhibit
99.1 and is incorporated herein by reference.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. Description
99.1 Press Release of Pittsburgh & West Virginia Railroad
dated August 31, 2011
SIGNATURE
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.
Date: August 31, 2011
PITTSBURGH & WEST VIRGINIA RAILROAD
By: /s/ David H. Lesser
Name: David H. Lesser
Title: CEO and Chairman