0001144204-17-019219.txt : 20170405 0001144204-17-019219.hdr.sgml : 20170405 20170405163305 ACCESSION NUMBER: 0001144204-17-019219 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170405 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170405 DATE AS OF CHANGE: 20170405 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Trinity Place Holdings Inc. CENTRAL INDEX KEY: 0000724742 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 222465228 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08546 FILM NUMBER: 17742965 BUSINESS ADDRESS: STREET 1: 717 5TH AVE STREET 2: SUITE 1303 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 235-2190 MAIL ADDRESS: STREET 1: 717 5TH AVE STREET 2: SUITE 1303 CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: Trinity Place Holdings Inc DATE OF NAME CHANGE: 20120914 FORMER COMPANY: FORMER CONFORMED NAME: SYMS CORP DATE OF NAME CHANGE: 19920703 8-K 1 v463672_8k.htm FORM 8-K

 

 

 

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):  April 5, 2017 (April 5, 2017)

 

Trinity Place Holdings Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

 

001-8546   22-2465228
(Commission File Number)   (IRS Employer Identification No.)

 

717 Fifth Avenue

New York, New York 10022
(Address of principal executive offices and zip code)

 

(212) 235-2190
(Registrant’s telephone number, including area code)

 

N/A

(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:

 

¨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

 

On April 5, 2017, the Company consummated its previously announced common stock rights offering (the “Rights Offering”). The consummation of the Rights Offering resulted in the issuance of 1,884,564 shares of its common stock, par value $0.01 per share, by the Company and gross proceeds to the Company of $14,134,230.

 

A copy of the Company's press release announcing the final results of the Rights Offering is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No. Exhibit Description
   
99.1 Press release dated April 5, 2017

 

 

 

 

SIGNATURES

 

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.

 

 

  Trinity Place Holdings Inc.
   
   
Date: April 5, 2017 /s/ Steven Kahn
  Steven Kahn
  Chief Financial Officer

 

 

 

 

EX-99.1 2 v463672_ex99-1.htm EXHIBIT 99.1

 

 

Exhibit 99.1

 

Trinity Place Holdings Inc. Announces Final Results of Rights Offering

 

NEW YORK, NY April 5, 2017 - Trinity Place Holdings Inc. (the “Company”) (NYSE MKT: TPHS) announced today the final results of its previously announced common stock rights offering at a subscription price of $7.50 per share. An aggregate of 1,884,564 shares are being issued pursuant to the rights offering for aggregate gross proceeds to the Company of $14,134,230. A total of 31,228,005 shares of common stock will be issued and outstanding once all new shares have been delivered.

 

The rights offering was made pursuant to a Registration Statement on Form S-3 that was filed with the Securities and Exchange Commission and became effective on December 1, 2016. For questions about the rights offering, contact D.F. King & Co., Inc., the information agent for the rights offering, at (866) 751-6308.

 

About Trinity Place Holdings Inc.

 

Trinity Place Holdings Inc. is a real estate holding, investment and asset management company. The Company’s business is primarily to own, invest in, manage, develop or redevelop real estate assets and/or real estate related securities. Currently, the Company’s largest asset is a property located at 77 Greenwich Street in Lower Manhattan, sometimes referred to as the Trinity Place Property, and one of Lower Manhattan’s premier development sites. The Company also owns a retail strip center located in West Palm Beach, Florida, former retail properties in Westbury, New York and Paramus, New Jersey, and, through a joint venture, a 50% interest in a newly constructed 95-unit multi-family property, known as The Berkley, located in Brooklyn, New York. In addition, the Company had approximately $230.2 million of federal net operating losses at December 31, 2016. More information on the Company can be found at www.trinityplaceholdings.com.

 

Forward Looking Statements

 

This press release includes forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about our plans, objectives, expectations and intentions that are not historical facts, and other statements identified by words such as “may,” “will,” “expects,” “believes,” “plans,” “anticipates,” “opportunity,” “current,” “seeks,” “estimates,” or “potential,” or the negative thereof or other and similar expressions. These forward-looking statements are based on current expectations and projections about future events. Investors are cautioned that forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties that cannot be predicted or quantified, and, consequently, the actual performance of the Company may differ materially from those expressed or implied by such forward-looking statements.

 

Contacts

 

Trinity Place Holdings Inc.

Linda Flynn, (212) 235-2191

Linda.Flynn@tphs.com