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EX-99.1 - EX-99.1 - FIRST POTOMAC REALTY TRUSTd473163dex991.htm











Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

January 24, 2013

Date of Report (Date of Earliest Event Reported)




(Exact Name of Registrant as Specified in Its Charter)




Maryland   001-31824   37-1470730
(State or Other Jurisdiction
of Incorporation)


File Number)

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

7600 Wisconsin Avenue

Bethesda, Maryland 20814

(Address of Principal Executive Offices) (Zip Code)

(301) 986-9200

(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 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 l4a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule l4d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule l3e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 7.01. Regulation FD Disclosure.

On January 24, 2013, First Potomac Realty Trust (the “Company”) issued a press release announcing an update of its strategic and capital plan. In connection with this plan, the Company announced, among other things, that it is exploring the potential sale of its 24 industrial properties, consisting of approximately 4.3 million square feet. The Company can provide no assurances regarding the timing or pricing of the sale of these properties, or that such sales will occur at all. In particular, the Company may not receive offers for such properties at the price or on the terms that it deems acceptable, and any such acceptable offers could involve either the entire industrial portfolio or only a portion thereof. Moreover, if the Company does receive an offer that it considers acceptable, the completion of a definitive transaction would require the successful negotiation of a purchase and sale agreement and the approval of the Company’s Board of Trustees.

A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

In accordance with General Instructions B.2 and B.6 of Form 8-K, the information included in this Current Report on Form 8-K (including Exhibit 99.1 hereto), shall not be deemed “filed” for the purposes of Section 18 of the Securities Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is being furnished with this Current Report on Form 8-K.


Exhibit No.

99.1    Press Release dated January 24, 2013.


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.


January 24, 2013      

/s/ Douglas J. Donatelli

      Douglas J. Donatelli
      Chairman and Chief Executive Officer



Exhibit No.

99.1    Press Release dated January 24, 2013.