Levitt Corp - Current report filing (8-K)
17 Marzo 2008 - 9:10PM
Edgar (US Regulatory)
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)
March 17, 2008
LEVITT CORPORATION
(Exact name of Registrant as specified in its charter)
Florida
(State or other jurisdiction of incorporation or organization)
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001-31931
(Commission File Number)
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11-3675068
(I.R.S. Employer Identification Number)
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2200 West Cypress Creek Road, Fort
Lauderdale, Florida
(Address of
principal executive offices)
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33309
(Zip Code)
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(954) 958-1800
(Registrants telephone number, including area code)
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Not
Applicable
(Former name or former address, if changed since last report.)
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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 Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13.e-4(c))
TABLE OF CONTENTS
(d)
Exhibit 10.1
Form of Indemnification
Agreement
Exhibit 99.1
Press Release issued by
Levitt Corporation on March 17, 2008
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ITEM 1.01.
ENTRY INTO A
MATERIAL DEFINITIVE AGREEMENT
On March 17, 2008, Levitt Corporation, a Florida corporation (the Company),
is entering into an indemnification agreement (the Indemnification Agreement)
with each of Mark Begelman and Martin E. Hanaka (together, the Nominees) in
connection with the proxy solicitation described in Item 8.01 below.
Pursuant to the Indemnification Agreement, the Company will indemnify
each Nominee against certain losses and expenses which such Nominee may incur
in connection with the proxy solicitation described in Item 8.01 below.
This description of the Indemnification Agreement is qualified in its
entirety by reference to the Indemnification Agreement, the form of which is
attached hereto as Exhibit 10.1 and incorporated herein by reference.
ITEM 8.01.
OTHER
EVENTS
On March 17, 2008, the Company announced that it had delivered
notice (Notice) to Office Depot, Inc. (Office Depot) of the Companys
intent to nominate the two Nominees to stand for election to Office Depots
Board of Directors at Office Depots 2008 Annual Meeting of Shareholders. The press release announcing the delivery of
the Notice is attached hereto as Exhibit 99.1.
Also on March 17, 2008, the Company, together with Woodbridge
Equity Fund LLLP, a newly formed entity wholly-owned by the Company (Woodbridge,
and together with the Company, the Woodbridge Group) and the Nominees filed a
preliminary proxy statement with the Securities and Exchange Commission in
connection with the solicitation of proxies for the Annual Meeting in support
of the election of the Nominees.
As of March 17, 2008, the Woodbridge Group owned approximately 3,000,200
shares of common stock of Office Depot.
Additional Information
Levitt Corporation and
Woodbridge Equity Fund LLLP (together, the Woodbridge Group), and Mark
Begelman and Martin E. Hanaka (together, the "Nominees" and, together
with the Woodbridge Group, the "Proponents") filed a preliminary proxy
statement with the Securities and Exchange Commission on March 17, 2008
containing information about the solicitation of proxies for the 2008 Annual
Meeting of the shareholders of Office Depot, Inc. (the Company).
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INVESTORS AND SECURITY HOLDERS
OF THE COMPANY ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT (AND, WHEN IT
BECOMES AVAILABLE, THE DEFINITIVE PROXY STATEMENT) BECAUSE IT CONTAINS
IMPORTANT INFORMATION. DETAILED INFORMATION
RELATING TO THE PROPONENTS AND ALAN B. LEVAN, JOHN E. ABDO AND SETH WISE, WHO
MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES FROM COMPANY S
hare
HOLDERS (COLLECTIVELY WITH THE
PROPONENTS, THE "PARTICIPANTS"), CAN BE FOUND IN THE PRELIMINARY
PROXY STATEMENT FILED BY THE PROPONENTS.
THE PRELIMINARY PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS RELATING TO
THE SOLICITATION OF PROXIES BY THE PROPONENTS ARE AVAILABLE AT NO CHARGE ON THE
SECS WEBSITE AT HTTP://WWW.SEC.GOV. IN
ADDITION, THE PROPONENTS WILL PROVIDE COPIES OF THE PROXY STATEMENT AND OTHER
RELEVANT DOCUMENTS WITHOUT CHARGE UPON REQUEST.
REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PROPONENTS PROXY
SOLICITOR, GEORGESON INC. AT 1-877-651-8856.
ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
10.1
Form of
Indemnification Agreement
99.1
Press Release
issued by Levitt Corporation on March 17, 2008.
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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 hereunto duly
authorized.
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LEVITT CORPORATION
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Dated: March 17, 2008
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By:
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/s/ Patrick M. Worsham
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Name: Patrick M. Worsham
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Title: Acting Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit Number
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Description
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10.1
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Form of
Indemnification Agreement
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99.1
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Press Release issued by
Levitt Corporation on March 17, 2008
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