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 28, 2005
AMERICAN CAMPUS COMMUNITIES, INC.
(Exact name of Registrant as specified in its Charter)
Maryland 001-32265 760753089
(State or other jurisdiction of (Commission file number) (I.R.S. Employer
incorporation or organization) Identification Number)
805 Las Cimas Parkway Suite 400
Austin, TX 78746
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (512) 732-1000
Not applicable
(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 1.01 Entry into a Material Definitive Agreement
On April 28, 2005, American Campus Communities, Inc. (the "Company")
entered into employment agreements, effective as of May 1, 2005, with James C.
Hopke, Jr. and Greg A. Dowell. The employment agreements provide for Mr. Hopke
to serve as the Company's Executive Vice President and Chief Investment Officer
and for Mr. Dowell to serve as the Company's Executive Vice President and Chief
of Operations. These employment agreements require Messrs. Hopke and Dowell, as
applicable, to devote substantially full-time attention and business time to the
Company's affairs. The term of each agreement will end upon an executive's
termination of employment as discussed below.
The employment agreements provide for:
o an annual base salary of $175,000 for each of Messrs. Hopke and
Dowell, subject in each case to increase in accordance with the
Company's normal executive compensation practices;
o eligibility for annual cash performance bonuses determined by the
Compensation Committee of the Board of Directors of the Company on the
same basis as other executives of the Company (with appropriate
adjustments due to title and salary); and
o participation in other employee benefit plans applicable generally to
the Company's senior executives.
The employment agreements provide that, if an executive's employment is
terminated by the Company without "cause" or by the executive for "good reason"
(each as defined in the applicable employment agreement), the executive will be
generally entitled to the following severance payments and benefits, subject to
his execution and non-revocation of a general release of claims:
o a cash payment equal to 100% times the sum of his then-current annual
base salary plus the average annual bonus paid or payable in respect
of the last prior three years, payable over the remaining term of his
noncompetition agreement;
o his prorated annual bonus for the year in which the termination
occurs; and
o health benefits for the remaining term of his noncompetition agreement
following the executive's termination of employment at the same cost
to the executive as in effect immediately preceding such termination,
subject to reduction to the extent that the executive receives
comparable benefits from a subsequent employer.
In addition, under the employment agreement with Mr. Hopke, subject to
the terms and conditions of the Company's 2004 Outperformance Bonus Program, Mr.
Hopke will be eligible to receive an outperformance award thereunder of 20,000
shares of the Company's common stock.
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Also on April 28, 2005, the Company entered into a First Amendment to
Employment Agreement with Brian B. Nickel pursuant to which, among other things,
Mr. Nickel resigned as Chief Investment Officer of the Company on May 1, 2005
and agreed to serve as Executive Vice President and Secretary of the Company
from May 1, 2005 until May 16, 2005 and as Executive Vice President, Chief
Financial Officer and Secretary of the Company effective as of May 16, 2005.
The employment agreements with Messrs. Hopke and Dowell are attached
hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by
reference. The foregoing summary description of the employment agreements is
qualified in its entirety by reference to the employment agreements.
Concurrently with the execution of the employment agreements, the
Company entered into confidentiality and noncompetition agreements with each of
Messrs. Hopke and Dowell under which they have agreed not to (i) conduct,
directly or indirectly, any business involving the development, acquisition or
management of facilities whose primary function and purpose is student housing
and/or the provision of third party student housing services to providers of
student housing, whether such business is conducted by them individually or as
principal, partner, officer, director, consultant, employee, stockholder or
manager of any person, partnership, corporation, limited liability company or
any other entity; or (ii) own interests in student housing properties that are
competitive, directly or indirectly, with any business carried on by the Company
or its successors, subsidiaries and affiliates. Messrs. Hopke and Dowell will be
bound by his respective noncompetition covenant for so long as he is an employee
of the Company and for a two-year "tail" period thereafter, unless his
employment is terminated by the Company without "cause" or by him with "good
reason" (in each case, as defined in his employment agreement) or by him for any
reason at any time prior to the first anniversary of a change in control of the
Company, in which case his covenant not to compete will lapse upon the first
anniversary of his termination.
The form of confidentiality and noncompetition agreement is attached
hereto as Exhibit 99.3 and is incorporated hereby by reference. The foregoing
summary description of the confidentiality and noncompetition agreement is
qualified in its entirety by reference to the confidentiality and noncompetition
agreement.
On April 28, 2005, the Company entered into a separation agreement with
Mark J. Hager in connection with his resignation as Executive Vice President,
Chief Financial and Accounting Officer and Treasurer of the Company effective as
of May 16, 2005. The agreement provides, among other things, that Mr. Hager will
receive a payment of $350,000, to be paid in 12 equal monthly installments
beginning in July 2005 or, at his option, as a discounted lump sum payment.
The separation agreement is attached hereto as Exhibit 99.4 and is
incorporated hereby by reference. The foregoing summary description of the
separation agreement is qualified in its entirety by reference to the separation
agreement.
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Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officer
James C. Hopke has been appointed as the Company's Executive Vice President
and Chief Investment Officer effective as of May 1, 2005. From November 2002 to
April 2005, Mr. Hopke served as Vice President, Asset Management and Advisory
Services of Wachovia Securities. From February 2000 to November 2002, he served
as Senior Vice President, Acquisitions of the Company's predecessor entity. Mr.
Hopke is 43 years old.
Greg A. Dowell has been appointed as the Company's Executive Vice President
and Chief of Operations effective as of May 1, 2005. Mr. Dowell served as the
Senior Vice President and Chief of Operations of the Company from August 2004
until April 2005. Mr. Dowell joined the Company's predecessor in October 2001 as
Senior Vice President - Management Services. Prior to such time, Mr. Dowell was
employed by Century Development from 1991 to 2001. Mr. Dowell is 41 years old.
Pursuant to the separation agreement discussed in Item 1.01 above, Mark J.
Hager will resign as the Company's Executive Vice President, Chief Financial and
Accounting Officer and Treasurer effective as of May 16, 2005.
Brian B. Nickel has been appointed as the Company's Executive Vice
President, Chief Financial Officer and Secretary effective as of May 16, 2005.
Mr. Nickel served as Executive Vice President, Chief Investment Officer and
Secretary of the Company and its predecessor entities from October 2003 to May
1, 2005, and will serve as Executive Vice President and Secretary from May 1,
2005 until May 16, 2005. Mr. Nickel joined the Company's predecessor in June
1996 as Director of Business Development and has served in various capacities
during his tenure. Mr. Nickel is 32 years old.
The Company has entered into an employment agreement with Mr. Nickel
effective as of August 11, 2004, as amended by First Amendment to Employment
Agreement dated as of April 28, 2005, which provides for Mr. Nickel to serve as
a member of the Board of Directors of the Company and the Company's Executive
Vice President, Chief Financial Officer and Secretary. This employment agreement
requires Mr. Nickel to devote substantially full-time attention and business
time to the Company's affairs. The term of the employment agreement will end
upon Mr. Nickel's termination of employment as discussed below.
The employment agreement provides for:
o an annual base salary of $250,000, subject to increase in accordance
with the Company's normal executive compensation practices;
o eligibility for annual cash performance bonuses determined by the
Compensation Committee of the Board of Directors of the Company on the
same basis as other executives of the Company (with appropriate
adjustments due to title and salary); and
o participation in other employee benefit plans applicable generally to
the Company's senior executives.
Under the terms of his employment agreement, upon the consummation of
the Company's initial public offering, the Company issued Mr. Nickel 29,040
profits interest units (representing a 0.24% limited partnership interest in the
Company's operating partnership and worth $508,200 valued at the initial public
offering price of the Company's common stock), which are not subject to any
vesting period or requirement.
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The employment agreement provides that, if Mr. Nickel's employment is
terminated by the Company without "cause" or by Mr. Nickel for "good reason"
(each as defined in the employment agreement), Mr. Nickel will be entitled to
the following severance payments and benefits, subject to his execution and
non-revocation of a general release of claims:
o a cash payment equal to 200% times the sum of his then-current annual
base salary plus the average annual bonus paid or payable in respect
of the last prior three years, payable over the remaining term of his
noncompetition agreement;
o his prorated annual bonus for the year in which the termination
occurs; and
o health benefits for the remaining term of his noncompetition agreement
following his termination of employment at the same cost to Mr. Nickel
as in effect immediately preceding such termination, subject to
reduction to the extent that his receives comparable benefits from a
subsequent employer.
Jonathan Graf has been appointed as the Company's Senior Vice
President, Chief Accounting Officer and Treasurer effective as of May 16, 2005.
Mr. Graf served as Vice President and Controller of the Company from October
2004 to May 2005. From September 1994 to September 2004, he served in various
capacities at Southern Union Company. Mr. Graf is 39 years old.
The information contained in Item 1.01 is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
The Exhibits to this Report are listed on the Exhibit Index attached
hereto.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: May 2, 2005 AMERICAN CAMPUS COMMUNITIES, INC.
By: /s/ William C. Bayless, Jr.
----------------------------------------
William C. Bayless, Jr.
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit
Number Title
-------- -----
99.1 Employment Agreement, dated as of April 28, 2005, between James C.
Hopke and American Campus Communities, Inc.
99.2 Employment Agreement, dated as of April 28, 2005, between Greg A.
Dowell and American Campus Communities, Inc.
99.3 Form of Confidentiality and Noncompetition Agreement. Incorporated
by reference to Exhibit 10.9 to American Campus Communities, Inc.'s
Registration Statement on Form S-11 (Registration No. 333-114813).
99.4 Separation Agreement, dated as of April 28, 2005, between Mark J.
Hager and American Campus Communities, Inc.
99.5 Employment Agreement, dated as of August 11, 2004, between Brian B.
Nickel and American Campus Communities, Inc. Incorporated by
reference to Exhibit 10.7 to American Campus Communities, Inc.'s
Registration Statement on Form S-11 (Registration No. 333-114813).
99.6 Amendment No. 1 to Employment Agreement, dated as of April 28,
2005, between William C. Bayless, Jr. and American Campus
Communities, Inc.
99.7 Amendment No. 1 to Employment Agreement, dated as of April 28,
2005, between Brian B. Nickel and American Campus Communities, Inc.
99.8 Press Release, dated April 28, 2005.
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