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EX-3.2 - EX-3.2 - Monogram Residential Trust, Inc.a10-4797_1ex3d2.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  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): March 1, 2010 (February 25, 2010)

 

Behringer Harvard Multifamily REIT I, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Maryland

 

000-53195

 

20-5383745

(State or other jurisdiction of
incorporation or organization)

 

(Commission File
Number)

 

(I.R.S. Employer
Identification No.)

 

15601 Dallas Parkway, Suite 600, Addison, Texas
75001

(Address of principal executive offices)
(Zip Code)

 

(866) 655-3600

(Registrant’s telephone number, including area code)

 

None

(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:

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 5.03               Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On February 25, 2010, the board of directors of Behringer Harvard Multifamily REIT I, Inc. (which may be referred to herein as the “Registrant,” the “Company,” “we” or “our”) approved the Fourth Amended and Restated Bylaws (the “Bylaws”) effective as of February 25, 2010.  The Bylaws were amended in order to provide that the annual meeting of stockholders of the Company will be held on any date determined by the board of directors, provided the meeting will be held not less than 30 days after delivery of the Company’s annual report to stockholders.  Prior to the adoption of the amendment, the Bylaws had provided that the annual meeting of stockholders would be held during the month of June.

 

Item 7.01               Regulation FD Disclosure.

 

On February 25, 2010, our board of directors authorized distributions payable to the stockholders of record each day for March 1, 2010 through May 31, 2010.  Distributions payable to each stockholder of record will be paid in cash on or before the 16th day of the following month.  The declared distributions equal a daily amount of $0.0019178 per share of common stock.  If this rate were paid each day for a 365-day period, it would equal a 7.0% annualized rate based on a purchase price of $10.00 per share.  A portion of each distribution may constitute a return of capital for tax purposes.  There is no assurance that we will continue to declare distributions or at this rate.

 

Item 9.01               Financial Statements and Exhibits.

 

(d)           Exhibits.

 

3.2           Fourth Amended and Restated Bylaws of the Company.

 

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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 thereunto duly authorized.

 

 

 

BEHRINGER HARVARD MULTIFAMILY
REIT I, INC.

 

 

 

 

Dated: March 1, 2010

By:

/s/ Gerald J. Reihsen, III

 

 

Gerald J. Reihsen, III

 

 

Executive Vice President — Corporate
Development & Legal

 

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Exhibit Index

 

Exhibit No.

 

Description

 

 

 

3.2

 

Fourth Amended and Restated Bylaws of Behringer Harvard Multifamily REIT I, Inc.

 

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