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Section 1: 8-K (8-K)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):

February 17, 2015

 

URBAN EDGE PROPERTIES

(Exact Name of Registrant as Specified in Charter)

 

Maryland

 

No. 001-36523

 

No. 47-6311266

(State or Other

 

(Commission

 

(IRS Employer

Jurisdiction of

 

File Number)

 

Identification No.)

Incorporation)

 

 

 

 

 

888 Seventh Avenue
New York, New York

 

10106

(Address of Principal Executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (212) 956-2556

 

Former name or former address, if changed since last report: N/A

 

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 (see General Instructions A.2.):

 

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 7.01                                           Regulation FD Disclosure.

 

On February 17, 2015, Urban Edge Properties (“UE”) issued a press release announcing that Vornado Realty Trust (“Vornado”) announced its fourth quarter 2014 financial results and has filed its Form 10-K for the fiscal year ended December 31, 2014.  As previously announced, Vornado will host a quarterly earnings conference call and an audio webcast on Wednesday, February 18, 2015, at 10:00 a.m. Eastern Time (ET).  Vornado was the parent company of UE until January 15, 2015, when UE completed its separation from Vornado and became an independent public company.  Because Vornado is the former parent company of UE, information that could be of interest to UE shareholders may be present in the fourth quarter 2014 financial results or in the Form 10-K, or may be discussed on the Vornado call.  The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 or furnished with this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of Urban Edge Properties, under the Securities Act of 1933, as amended, or the Exchange Act.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)                                           Exhibits.

 

99.1   Press Release of Urban Edge Properties, dated February 17, 2015.

 

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SIGNATURE

 

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.

 

 

 

URBAN EDGE PROPERTIES

 

(Registrant)

 

 

 

 

By:

/s/ Donald P. Casey

 

Name:

Donald P. Casey

 

Title:

General Counsel and Secretary

 

 

Date:  February 17, 2015

 

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Exhibit Index

 

99.1   Press Release of Urban Edge Properties, dated February 17, 2015.

 

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Section 2: EX-99.1 (EX-99.1)

Exhibit 99.1

 

CONTACT:          DAVID REIFF

(201) 571-3523

 

 

 

 

 

210 Route 4 East

 

Paramus, NJ 07652

 

FOR IMMEDIATE RELEASE — February 17, 2015

 

Urban Edge Properties Announces
Vornado Realty Trust Fourth Quarter 2014 Financial Results

 

PARAMUS, NEW JERSEY — Urban Edge Properties (NYSE:UE) (“UE”) today announced that Vornado Realty Trust (NYSE: VNO) (“Vornado”) has announced its fourth quarter 2014 financial results and has filed its Form 10-K for the fiscal year ended December 31, 2014.  As previously announced, Vornado will host a quarterly earnings conference call and an audio webcast on Wednesday, February 18, 2015, at 10:00 a.m. Eastern Time (ET).  Vornado was the parent company of UE until January 15, 2015, when UE completed its separation from Vornado and became an independent public company.  Because Vornado is the former parent company of UE, information that could be of interest to UE shareholders may be present in the fourth quarter 2014 financial results or in the Form 10-K, or may be discussed on the Vornado call.

 

As previously announced, the Vornado conference call can be accessed by dialing 800-708-4539 (domestic) or 847-619-6396 (international) and indicating to the operator the passcode 38886534.  A telephonic replay of the conference call will be available from 1:00 p.m. ET on February 18 through March 20, 2015.  To access the replay, please dial 888-843-7419 and enter the passcode 38886534#.

 

A live webcast of the conference call will be available on Vornado’s website at www.vno.com and an online playback of the webcast will be available on the website for 90 days following the conference call.  You may review a copy of Vornado’s Form 10-K, including its exhibits and schedules, at the SEC’s public reference room, located at 100 F Street, N.E., Washington, D.C. 20549, by calling the SEC at 1-800-SEC-0330, as well as on the Internet website maintained by the SEC at www.sec.gov.

 

Urban Edge Properties is a real estate investment trust that owns, operates and develops retail properties in high barrier-to-entry markets.

 

Forward-Looking Statements

 

Certain statements contained herein may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements are not guarantees of performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Our future results, financial condition and business may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as “approximates,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “would,” “may” or other similar expressions in this press release.  You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date of this press release. All subsequent written and oral forward-looking statements attributable to us or any person on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statement to reflect events or circumstances occurring after the date of this press release.

 

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