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): April 14, 2008
CENTERLINE
HOLDING COMPANY
(Exact
Name of Registrant as Specified in Its Charter)
DELAWARE
(State or
Other Jurisdiction of Incorporation)
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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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
2.05. Costs Associated With Exit or Disposal
Activities.
On
April 14, 2008, Centerline Holding Company ("Centerline" or the "Company")
(NYSE: CHC), committed to a reduction in force of 8% of the Company’s workforce,
resulting in the termination of 37 employees. This reduction in force is one of
several expense reduction efforts being implemented by the
Company. The Company expects to complete the reduction in force
by April 18, 2008. The Company estimates that the reduction in force
may result in a decrease in compensation and employee benefits expense of
approximately $3.3 million for the balance of 2008 and an annual decrease of
approximately $4.7 million thereafter. The Company expects to incur
approximately $0.8 million in cash expenditures for severance payments as a
result of this reduction in force. No material changes are expected
to the amount incurred.
Item
5.02. Departure of
Directors or Certain Officers; Election of Directors; Appointment of
CertainOfficers; Compensatory Arrangements of Certain Officers.
On
April 17, 2008, subsidiaries of the Company entered into amendments to the
employment agreements of each of the principal executive officers of the Company
providing for a reduction in their respective base salaries effective April 21,
2008 for the balance of fiscal year 2008, as follows: (a) Marc D.
Schnitzer, Chief Executive Officer and President of the Company, will incur a
16.67% reduction in base salary; (b) Robert L. Levy, Chief Financial Officer of
the Company, will incur a 10% reduction in base salary; (c) Leonard W. Cotton,
Vice Chairman of the Board of Trustees of the Company, will incur a 10%
reduction in base salary; and (d) James L. Duggins, an Executive Managing
Director of a subsidiary of the Company, will incur a 10% reduction in base
salary. The amendments to the employment agreements of the principal
executive officers are attached hereto as Exhibits 99.1, 99.2, 99.3 and 99.4
(collectively, the “Amendments”). In
addition, seven other officers of a subsidiary of the Company entered into
amendments to their respective employment agreements reducing each of their base
salaries by 10% effective April 21, 2008 for the balance of fiscal year
2008. The salary reductions were implemented as part of the
Company’s
overall cost reduction initiative.
The
terms of the Amendments are incorporated herein by reference. The
foregoing descriptions of the Amendments are qualified in their entirety by
reference to the full text of each such Amendment.
Item
8.01. Other Events.
On April
14, 2008, the Company completed its previously-announced rights offering for
11,216,628 11.0% cumulative convertible preferred shares, series A-1 (the
“Convertible Preferred Shares”) to certain holders of the Company’s equity
securities (the “Rights Offering”), as described in the Company’s prospectus
supplement dated and filed with the SEC on March 7, 2008 (the
“Prospectus”).
As
disclosed in the Prospectus, on January 25, 2008, the Company sold 11,216,628
Convertible Preferred Shares at $11.70 per share for aggregate gross proceeds of
$131,234,548 in a private offering (the “Private Offering”) to Related Special
Assets LLC (“Related”), an entity affiliated with the Company’s Chairman,
Stephen M. Ross, and one of the Company’s trustees, Jeff T. Blau. The
terms of the Private Offering required that the Company conduct the Rights
Offering and that the proceeds from the Rights Offering be used to redeem for
$11.70 per share plus the amount of any accrued and unpaid distributions a
number of Convertible Preferred Shares originally purchased by Related in the
Private Offering equal to the number of Convertible Preferred Shares subscribed
for in the Rights Offering, with Related retaining any Convertible Preferred
Shares not redeemed in connection with the Rights Offering.
Pursuant
to the Rights Offering, eligible security holders subscribed for 373,136
Convertible Preferred Shares. Accordingly, on April 14, 2008, the
Company redeemed 373,136 Convertible Preferred Shares from Related at a price of
11.70 per share, or $4,365,691.20 in the aggregate, and paid Related $105,382.93
in accrued and unpaid distributions. In addition, the Company issued
373,136 Convertible Preferred Shares to persons who subscribed for Convertible
Preferred Shares in the Rights Offering.
The New
York Stock Exchange has advised the Company that, due to the relatively small
number of Convertible Preferred Shares issued pursuant to the Rights Offering,
the Convertible Preferred Shares do not meet
the
requirements for listing on the New York Stock Exchange. The Company
is currently seeking alternative trading markets that may be available for the
Convertible Preferred Shares. To the extent the Convertible Preferred
Shares become listed on a trading market, the Company expects to make a public
announcement to provide holders of Convertible Preferred Shares with information
regarding that trading market.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit
Number
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Description
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99.1
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Amendment
to Executive Employment Agreement of Marc D. Schnitzer, dated April 17,
2008.
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99.2
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Amendment
to Executive Employment Agreement of Robert L. Levy, dated April 17,
2008.
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99.3
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Amendment
to Executive Employment Agreement of Leonard W. Cotton, dated April 17,
2008.
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99.4
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Amendment
to Executive Employment Agreement of James L. Duggins, dated April 17,
2008.
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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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| April 18,
2008 |
By: /s/ Robert
L.
Levy
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Name: Robert L.
Levy |
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Title: Chief Financial Officer |
Exhibit
Index
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Exhibit
Number
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Description
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99.1
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Amendment
to Executive Employment Agreement of Marc D. Schnitzer, dated April 17,
2008.
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99.2
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Amendment
to Executive Employment Agreement of Robert L. Levy, dated April 17,
2008.
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99.3
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Amendment
to Executive Employment Agreement of Leonard W. Cotton, dated April 17,
2008.
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99.4
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Amendment
to Executive Employment Agreement of James L. Duggins, dated April 17,
2008.
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