8-K 1 c97150e8vk.txt 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): July 26, 2005 TOWER PROPERTIES COMPANY -------------------------------------------------------------------------------- (exact name of registrant as specified in its charter) MISSOURI 0-18261 43-1529759 ------------------------------- ------------------------ ------------------------------------ (State or other jurisdiction of (Commission File Number) (I.R.S. employer identification no.) incorporation or organization)
911 MAIN STREET, SUITE 100 KANSAS CITY, MISSOURI 64105 ---------------------------------------- ---------------------------- (address of principal executive offices) (zip code) Registrant's telephone number, including area code: (816) 421-8255 NOT APPLICABLE -------------------------------------------------------------------------------- (former name, former address and former fiscal year, 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)) SECTION 1 -REGISTRANT'S BUSINESS AND OPERATIONS ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On July 26, 2005, the Registrant's Board of Directors authorized the payment of an annual fee in the amount of $100,000 to the Registrant's Non-Executive Chairman of the Board, Jonathan M. Kemper. The $100,000 annual fee is effective as of August 1, 2005, and is payable in quarterly installments on the last business day of each calendar quarter. The annual fee shall be in addition to the regular non-employee director fees and meeting fees. 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, thereunto duly authorized. TOWER PROPERTIES COMPANY DATE: August 1, 2005 By: /s/ Thomas R. Willard --------------------------------------- Thomas R. Willard President and Chief Executive Officer 2