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
March 1, 2013 (February 26, 2013)
Date of Report (date of earliest event reported)
_________________________
TAU ACQUISITION, LLC
(Exact name of Registrant as specified in its charter)
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| Maryland | 000-54690 | 27-3715929 |
| (Commission File Number) | (IRS Employer Identification No.) | (State or other jurisdiction of incorporation) |
405 Park Avenue
New York, New York 10022
(Address of principal executive offices, including zip code)
(212) 415-6500
(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:
| ¨ | 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 5.07. Submission of Matters to a Vote of Security Holders.
A special meeting of the stockholders (the “Special Meeting”) of American Realty Capital Trust III, Inc. (the “Company”) was held on February 26, 2013. Set forth below are the voting results from the Special Meeting.
| 1. | To approve the merger of the Company with and into Tau Acquisition, LLC (“Merger Sub”) pursuant to the merger agreement (“Merger Agreement”), dated December 14, 2012, by and among American Realty Capital Properties, Inc., ARC Properties Operating Partnership, L.P., Merger Sub, the Company and American Realty Capital Operating Partnership III, L.P. and the other transactions contemplated by the Merger Agreement. |
| For | Against | Abstain | Broker Non-Votes | |||
| 122,052,434 | 640,063 | 1,358,253 | 0 |
| 2. | To adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the merger and the other transactions contemplated by the Merger Agreement. |
| For | Against | Abstain | Broker Non-Votes | |||
| 117,593,458 | 2,053,690 | 4,403,602 | 0 |
No other proposals were submitted to a vote of the Company’s stockholders at the Special Meeting.
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.
| TAU ACQUISITION, LLC | ||
| BY: AMERICAN REALTY CAPITAL PROPERTIES, INC., its sole member | ||
| Date: March 1, 2013 | By: /s/ Nicholas S. Schorsch | |
| Name: Nicholas S. Schorsch | ||
| Title: Chief Executive Officer and Chairman of the Board of Directors | ||