-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DLq/pDWeol0c+TzX2Pd3b4sLbcMlMf52BQMNGtstt1M1E5J97/DAWHEN91JuOzRZ 0QA29JycDL/oKM18jhi0YQ== 0001193125-10-058494.txt : 20100316 0001193125-10-058494.hdr.sgml : 20100316 20100316165509 ACCESSION NUMBER: 0001193125-10-058494 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100316 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100316 DATE AS OF CHANGE: 20100316 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Digital Realty Trust, Inc. CENTRAL INDEX KEY: 0001297996 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-32336 FILM NUMBER: 10686129 BUSINESS ADDRESS: STREET 1: 560 MISSION STREET STREET 2: SUITE 2900 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: (415)738-6500 MAIL ADDRESS: STREET 1: 560 MISSION STREET STREET 2: SUITE 2900 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 8-K/A 1 d8ka.htm FORM 8-K AMENDMENT Form 8-K Amendment

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K/A

 

 

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 16, 2010

 

 

DIGITAL REALTY TRUST, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   001-32336   26-0081711

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

560 Mission Street, Suite 2900

San Francisco, California

  94105
(Address of principal executive offices)   (Zip Code)

(415) 738-6500

(Registrant’s telephone number, including area code)

 

 

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 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 7.01 Regulation FD Disclosure.

The information in this Current Report, including the exhibit attached hereto, is furnished pursuant to Item 7.01 and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.

In our Current Report on Form 8-K filed on March 16, 2010, we announced that on or after March 16, 2010, we will distribute a Notice of Adjustment to Exchange Rate to the holders of our 4.125% Exchangeable Senior Debentures due 2026. The purpose of this amendment to that Current Report on Form 8-K is to correct the adjusted exchange rate listed in the notice. The form of notice with the correct adjusted exchange rate is attached as Exhibit 99.1 to this report. We will distribute this notice to the holders of our 4.125% Exchangeable Senior Debentures due 2026 on or after March 16, 2010.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
Number

  

Description

99.1    Notice of Adjustment to Exchange Rate.


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.

 

Digital Realty Trust, Inc.

By:  

/s/ JOSHUA A. MILLS

  Joshua A. Mills
  General Counsel and Assistant Secretary

Date: March 16, 2010


EXHIBITS

 

Exhibit
Number

  

Description

99.1    Notice of Adjustment to Exchange Rate.
EX-99.1 2 dex991.htm NOTICE OF ADJUSTMENT TO EXCHANGE RATE Notice of Adjustment to Exchange Rate

Exhibit 99.1

DIGITAL REALTY TRUST, INC.

March 16, 2010

The Depository Trust Company

Proxy Department

55 Water Street

New York, NY 10041

        Re: Notice of Adjustment to Exchange Rate of our 4.125% Exchangeable Senior Debentures due 2026

To the Holders of our 4.125% Exchangeable Senior Debentures due 2026:

Reference is made to the Indenture, dated as of August 15, 2006 (the “Indenture”), by and among Digital Realty Trust, L.P., a Maryland limited partnership (the “Operating Partnership”), as issuer, Digital Realty Trust, Inc., a Maryland corporation (the “Corporation”), as guarantor, and Wells Fargo Bank, National Association, as trustee, relating to the Operating Partnership’s 4.125% Exchangeable Senior Debentures due 2026 (the “Debentures”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Indenture.

In each quarter beginning with the quarter ended December 31, 2006 and through the quarter ended March 31, 2010, the Corporation has declared and paid dividends on the Corporation’s common stock in excess of the Reference Dividend set forth in Section 13.05(d) of the Indenture (the “Dividends”). On an aggregate basis, the Dividends have triggered a requirement under Section 13.05(d) of the Indenture that the Exchange Rate of the Debentures be adjusted. Pursuant to Section 13.05 of the Indenture, adjustments to the Exchange Rate are not required until the adjustment would require an increase or decrease of at least 1% of the Exchange Rate; provided that any adjustment that is not made is carried forward and taken into account in any future adjustment.

Pursuant to Section 13.05 of the Indenture, the Corporation hereby gives notice to the holders of the Debentures that, effective March 11, 2010, the Exchange Rate has been adjusted to 31.411 shares of Common Stock per each $1,000 principal amount of the Debentures, subject to adjustment as provided in the Indenture.

 

Very truly yours,

DIGITAL REALTY TRUST, INC.

By:

 

/s/ A. William Stein

Name:

  A. William Stein

Title:

  Chief Financial Officer and
  Chief Investment Officer
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