Unassociated Document
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) August 20, 2009
Education
Realty Trust, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
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Maryland
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001-32417
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201352180
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(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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530
Oak Court Drive, Suite 300
Memphis,
Tennessee
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38117
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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
8.01. Other Events.
Education Realty Trust, Inc. (the
“Company”) is reissuing its historical consolidated financial statements
included in its Annual Report on Form 10-K for the year ended December 31, 2008
(“2008 Form 10-K”) filed with the Securities and Exchange Commission (“SEC”) on
March 16, 2009, and the accompanying selected financial data, in connection with
the Company’s adoption of Statement of Financial Accounting Standard (“SFAS”)
No. 160 “Noncontrolling
Interests in Consolidated Financial Statements-An Amendment of ARB No.
51” (“SFAS No. 160”) on January 1, 2009, the retrospective presentation
of discontinued operations under SFAS No. 144 “Accounting for the Impairment or
Disposal of Long-Lived Assets” (“SFAS” No. 144) and the
adoption of FASB Staff Position EITF 03-6-1 “Determining whether Instruments Granted in
Share-Based Payment Transactions are Participating Securities” (“FSP 03-6-1”) on January 1,
2009.
SFAS No. 160 is required to be applied
prospectively as of the beginning of the fiscal year in which the statement is
initially applied, except for the presentation and disclosure requirements,
which are required to be applied retrospectively for all periods
presented. Additionally, SFAS No. 144 requires retrospective
presentation of discontinued operations for all periods presented and FSP
03-6-1 requires certain unvested share-based payment awards to be included in
the computation of earnings per share under the two-class method and also
requires all prior periods to be adjusted retrospectively. The Company
reflected the results of its adoption of SFAS No. 160, the retrospective
presentation of discontinued operations under SFAS No. 144 and the adoption of
FSP 03-6-1 in the Company’s Quarterly Reports on Form 10-Q for the first two
quarters of 2009. The Company is filing this Current Report on Form
8-K to include the retrospective presentation and disclosure requirements on the
audited consolidated financial statements of the Company as of December 31, 2008
and 2007 and for each of the three years in the period ended December 31,
2008.
This Current Report on Form 8-K updates
Items 6, 7 and 8 of the Company’s 2008 Form 10-K to reflect the retrospective
application of SFAS No. 160, the retrospective presentation of discontinued
operations under SFAS No. 144 and the adoption of FSP 03-6-1. This
Current Report on Form 8-K is not being filed to correct any error or omission
in the financial or other information previously filed in the Company’s 2008
Form 10-K. The updated financial information is attached to this
Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference in
the Company’s currently effective registration statements. All
other information in the Company’s 2008 Form 10-K has not been otherwise updated
for events or developments that occurred subsequent to the filing of the 2008
Form 10-K. The information in this Current Report on Form 8-K should
be read in conjunction with the 2008 Form 10-K and any filings made by the
Company with the SEC since March 16, 2009.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits. The
following exhibits are being filed with this Current Report on Form
8-K.
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Exhibit No.
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Description
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23.1
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Consent
of Deloitte & Touche LLP
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99.1
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Updated
financial information under Item 6. Selected Financial Data; Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of
Operations; and Item 8. Financial Statements and Supplementary Data in the
Company’s Annual Report on Form 10-K for the year ended December 31,
2008
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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 hereunto duly
authorized.
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EDUCATION
REALTY TRUST, INC.
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Date:
August 20, 2009
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By:
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/s/ Randall H.
Brown
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Randall
H. Brown
Executive
Vice President, Chief Financial Officer,
Treasurer
and Secretary
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INDEX
TO EXHIBITS
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Exhibit
No.
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Description
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23.1
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Consent
of Deloitte & Touche LLP
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99.1
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Updated
financial information under Item 6. Selected Financial Data; Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of
Operations; and Item 8. Financial Statements and Supplementary Data in the
Company’s Annual Report on Form 10-K for the year ended December 31,
2008
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