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):

November 28, 2007

 

SL GREEN REALTY CORP.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 

 

MARYLAND

(STATE OF INCORPORATION)

 

1-13199

 

13-3956775

(COMMISSION FILE NUMBER)

 

(IRS EMPLOYER ID. NUMBER)

 

420 Lexington Avenue

 

10170

New York, New York

 

(ZIP CODE)

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

 

 

 

(212) 594-2700

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

 

 

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

 



 

Item 2.02.              Results of Operations and Financial Condition

 

The Company is providing its earnings guidance for the year ending December 31, 2008 of FFO per share of $6.10 to $6.20.

 

The information being furnished pursuant to this “Item 2.02 Results of Operations and Financial Condition” shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act regardless of any general incorporation language in such filing.

 

Item 7.01.               Regulation FD Disclosure

 

As discussed in Item 8.01 below, members of senior management of the Company will make a presentation during the Company’s 2007 Annual Investor Conference on Monday, December 3, 2007 (the “Investor Conference”).  The presentation is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 7.01.

 

The information (including the exhibit) being furnished pursuant to this Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, or incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing. This information will not be deemed an admission as to the materiality of such information that is required to be disclosed solely by Regulation FD.

 

Item 8.01.              Other Events

 

The Company previously announced that it will host its Investor Conference to be held in New York City on Monday, December 3, 2007. Members of senior management will make presentations during the management presentation portion of the Investor Conference which will begin at 1:00 p.m. EST. This presentation will be broadcast live on the Company’s website at www.slgreen.com and archived on its website for a thirty day period. The press release announcing the Investor Conference is attached hereto as Exhibit 99.2 and is incorporated by reference into this Item 8.01.

 

On November 28, 2007, the Company issued a press release announcing that its Board of Directors has declared a dividend of $0.7875 per common share for the quarter ending December 31, 2007, an increase of $0.0875 or 12.5% per common share on an annualized basis. The dividend is payable on January 15, 2008 to stockholders of record on the close of business on December 31, 2007. The Company’s Board of Directors also declared dividends on the Company’s Series C and D Preferred Stock for the period October 15, 2007 through and including January 14, 2008, of $0.4766 and $0.4922 per share, respectively. Dividends are payable on January 15, 2008 to stockholders of record on the close of business on December 31, 2007. Distributions reflect the regular quarterly distributions, which are the equivalent of an annualized distribution of $1.90625 and $1.96875, respectively. A copy of the press release announcing the dividends is attached hereto as Exhibit 99.3 and is incorporated by reference herein.

 

On December 3, 2007, the Company announced that it has entered into an agreement to acquire two downtown Manhattan office buildings for $1.575 billion. The Company also announced that it has entered into an agreement with SITQ to form a joint venture simultaneously with the closing of the acquisition, with the Company having a 52.5% interest and SITQ having a 47.5% interest. A copy of the press release announcing the acquisition is attached hereto as Exhibit 99.4 and is incorporated by reference herein.

 

Item 9.01.              Financial Statements and Exhibits

 

99.1

 

Investor presentation

99.2

 

Press release for investor conference

99.3

 

Press release for dividend increase

99.4

 

Press release for office building acquisition

 

 

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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.

 

 

 

SL GREEN REALTY CORP.

 

 

 

By:

 /S/ Gregory F. Hughes

 

 

Name:

Gregory F. Hughes

 

Title:

Chief Financial Officer

 

Date:  December 3, 2007

 

 

 

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