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): July 12, 2007
CENTERLINE
HOLDING COMPANY
(Exact
Name of Registrant as Specified in Its Charter)
(State
or
Other Jurisdiction of Incorporation)
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1-13237
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13-3949418
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(Commission
File Number)
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(IRS
Employer Identification No.)
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625
Madison Avenue, New York, NY 10022
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(Registrant’s
Telephone Number, Including Area Code)
(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):
|_| 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
5.02 Departure of Directors or
Principal Officers; Election of Directors; Appointment of Principal Officers;
Compensatory Arrangements of Certain Officers.
On
July 12, 2007, the Compensation
Committee and the Nominating and Governance Committee (the
“Committees”)
of Centerline Holding Company (the
“Registrant”)
approved the cancellation
of an option to purchase
common shares of beneficial interest (“Common Shares”) of the Registrant issued
to Stephen M. Ross, the Chairman of the Board of Trustees of the Registrant,
on
November 17, 2003 (the “Cancelled Option”) and the substitution of the Cancelled
Option with an option to purchase Common Shares (the “Substitute Option”) on
substantially similar terms as the Cancelled Option.
The
Committees took this action because
Mr. Ross otherwise likely would have been subject to adverse tax consequences
under Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as
amended, that were unforeseen at the time the Registrant granted the Cancelled
Option. The Cancelled Option was issued to Mr. Ross in consideration
of his service as the Chairman of the Board of Trustees of the Registrant
in
connection with the Registrant’s acquisition of Related Capital Company (now
known as Centerline
Affordable Advisors LLC)
(the “RCC Transaction”). The Cancelled Option
had
an exercise price ($17.78 per share)
that
was below the market value of the
Company’s
Common Shares
on November 17, 2003,
the
effective date of the Cancelled Option,
because the parties previously had
agreed that the exercise price would equal the average of the closing price
of
the Company’s Common Shares for the 30 calendar days immediately preceding the
public announcement of the Company’s acquisition of Related Capital
Company. For purposes of Section 409A, the holder of a share option
like the Cancelled Option that has been granted with an exercise
price less than
the fair market value of the underlying common
shares
on the date of the grant, to the
extent not vested as of January 1, 2005, is
subject to adverse tax
consequences.
The
Substitute Option, which was granted
with an exercise price above the market price of the Registrant’s Common Shares
on its grant date, contains the identical exercise price ($17.78 per Common
Share) as the Cancelled Option; expires on the same date (November 17, 2013)
as
the Cancelled Option; grants an option to purchase the same number of Common
Shares (800,000) that remained unexercised under the Cancelled Option; and
provides for the same vesting schedules with respect to the remaining unvested
shares under the Cancelled Option (400,000 of which
are vested immediately,
200,000 of which
are
due to vest on November 17, 2007 and
200,000 of which are
due to vest on November 17,
2008) . Because
the terms of the Cancelled Option and the Substitute Option are substantially
similar, the Registrant anticipates that the cancellation and re-grant will
have
no effect on share-based compensation expenses reported in the Registrant’s
financial statements.
The Substitute Option and a letter agreement providing for the cancellation
of
the Cancelled Option are attached hereto as Exhibit 10.1 and 10.2 respectively,
and are incorporated herein by reference. The foregoing description of the
attached exhibits are qualified in their entirety by reference to the full
text
of such agreements.
Item
9.01.Financial Statements and Exhibits
(a). Financial
Statements
Not
Applicable.
(b). Pro
Forma Financial Information
Not
Applicable.
(c). Exhibits
Exhibit
10.1 Centerline Holding Company Ross Non-Qualified Share
Option Agreement, dated July 13, 2007.
Exhibit
10.2 Letter agreement dated July 12, 2007 between Stephen
M. Ross and Centerline Holding Company.
SIGNATURES
Pursuant
to the requirements of the
Securities and Exchange Act of 1934, the Registrant has duly caused this
report
to be signed on its behalf by the undersigned thereunto duly
authorized.
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CENTERLINE
HOLDING COMPANY |
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(Registrant) |
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By:
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/s/
Robert
L.
Levy
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Robert
L. Levy
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Chief
Financial
Officer
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July
17, 2007