As of November 2,
2007, the Company had entered into a settlement agreement with the lead
plaintiffs in connection with a class action lawsuit alleging violations of
Sections 11, 12(a)(2) and 15 of the Securities Act and Sections 10(b) and
20 of the Exchange Act, and Rule 10b-5.
The class action lawsuit had been filed in the United States District
Court for the Eastern District of Pennsylvania, naming as defendants GMH
Communities Trust, Gary M. Holloway, Sr., and Bradley W. Harris, and was
brought on behalf of a class of purchasers of the Company’s securities between May 5,
2005 and March 10, 2006 based upon the Company’s restatement of certain
financial results. The Court
preliminarily approved the settlement agreement by Order dated February 13,
2008 and scheduled a Settlement Hearing for April 25, 2008. Under the terms of the settlement agreement,
all claims against the Company and related defendants would be dismissed
without admission or presumption of liability or wrongdoing. An order of the Court providing granting
final approval of the settlement agreement was entered on April 28, 2008.
Appeals relating to the settlement must be filed within 30 days of the date of
the order. The Company can provide no assurance that an appeal will not be
filed, and if an appear is filed and the settlement approval is reversed, then
the Company would be required to continue to defend itself.
The Company also is
subject to routine litigation, claims and administrative proceedings arising in
the ordinary course of business. Other than the matters described above, we are
not involved in any other material litigation nor, to our knowledge, is any
material litigation pending or threatened against us.
Item 1A.
Risk Factors
In addition to the other
information set forth in this report, you should carefully consider the factors
discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K
for the year ended December 31, 2007, which could materially affect our
business, financial condition or future results. The risks described in our
Annual Report on Form 10-K are not the only risks facing our Company.
Additional risks and uncertainties not currently known to us or that we
currently deem to be immaterial also may materially adversely affect our
business, financial condition and/or operating results.
Item
2.
Unregistered
Sales of Equity Securities and Use of Proceeds
None.
Item
3.
Defaults Upon
Senior Securities
None.
Item
4.
Submission of
Matters to a Vote of Security Holders
None.
Item
5.
Other
Information
On May 8, 2008, the
Company, through its subsidiary 353 Associates, entered into an Agreement of
Sale with an entity owned by Gary M. Holloway, President and CEO of the
Company, relating to a sale of the corporate headquarters to Mr. Holloway. As
previously announced by the Company in connection with the pending Merger, Mr.
Holloway had entered into a Put Option agreement that allowed the Company to
exercise an option to put the sale of the building to Mr. Holloway prior to the
consummation of the Merger for a total of $8.0 million, in the event that the
Company was unable to identify an unaffiliated third-party buyer. The terms of
the agreement provide that Mr. Holloway is required to place an initial deposit
of $240,000 into escrow within three business days after the effective date of
the agreement and that the closing on the sale of the building will occur
immediately prior to the consummation of the Merger. The agreement also
provides that either the buyer or seller may terminate the agreement upon
written notice in the event that the merger agreement with ACC is terminated in
accordance with Article IX thereof.
37
Item
6.
Exhibits
Exhibit
Description of Document
10.1
Agreement and Plan of Merger, dated as of
February 11, 2008, by and among GMH Communities Trust, GMH
Communities, Inc., GMH Communities, LP, American Campus
Communities, Inc., American Campus Communities Operating Partnership LP,
American Campus Communities Acquisition LLC and American Campus Communities
Acquisition Limited Partnership LP. (Incorporated by reference from the
Registrant’s Current Report on Form 8-K, as filed with the Securities
and Exchange Commission on February 14, 2008).
10.2
Securities Purchase
Agreement, dated as of February 11, 2008, by and among GMH Communities
Trust, GMH Communities, Inc., Balfour Beatty, Inc. and, solely for
purposes of Article 8 therein, Balfour Beatty plc(Incorporated by
reference from the Registrant’s Current Report on Form 8-K, as filed
with the Securities and Exchange Commission on February 14, 2008).
10.3
Put Option to Sell
Agreement, dated as of February 11, 2008, by and between GMH
Communities, LP and Gary M. Holloway, Sr. (Incorporated by reference
from the Registrant’s Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on February 14, 2008).
31.1
Certification of Principal Executive Officer
Required by Rule 13a-14(a) of the Securities Exchange Act of 1934,
as amended. (furnished herewith).
31.2
Certification of Principal Financial Officer
Required by Rule 13a-14(a) of the Securities Exchange Act of 1934,
as amended. (furnished herewith).
32.1
Certification of Principal Executive Officer
Required by Rule 13a-14(b) of the Securities Exchange Act of 1934,
as amended. (This exhibit shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liability of that section. Further, this exhibit
shall not be deemed to be incorporated by reference into any filing under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934,
as amended).
32.2
Certification of Principal Financial Officer
Required by Rule 13a-14(b) of the Securities Exchange Act of 1934,
as amended. (This exhibit shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liability of that section. Further, this exhibit
shall not be deemed to be incorporated by reference into any filing under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934,
as amended).
Next Section
Previous Section