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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): February 21, 2007 (February 20, 2007)
COLUMBIA EQUITY TRUST, INC.
(Exact name of registrant as specified in its charter)
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Maryland
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001-32536
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20-1978579 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
1750 H Street, N.W., Suite 500
Washington, D.C. 20006
(Address and zip code of
principal executive offices)
Registrants telephone number, including area code: (202) 303-3080
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.):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting materials 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
240.13e-4(c)) |
Item 8.01. Other Events.
On February 20, 2007, Columbia Equity Trust, Inc. (Columbia) announced that its Board of
Directors declared a prorated dividend on Columbias common stock, subject to obtaining stockholder
approval of the previously announced merger of Columbia with and into a wholly-owned subsidiary of
the Commingled Pension Trust Fund (Special Situation Property) of JPMorgan Chase Bank, N.A. A copy
of this press release is being filed as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated herein by reference.
Item 9.01(d). Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release, dated February 20, 2007 of Columbia Equity Trust, Inc.
Additional Information About the Merger and Where to Find It
In connection with the proposed merger, Columbia has filed with the United States Securities
and Exchange Commission (the SEC) a definitive proxy statement. INVESTORS AND SECURITY HOLDERS OF
COLUMBIA ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT COLUMBIA, JPMORGAN AND THE PROPOSED
MERGER. Investors can obtain the definitive proxy statement and all other relevant documents filed
by Columbia with the SEC free of charge at the SECs website at www.sec.gov. In addition, investors
and security holders may obtain free copies of the documents filed with the SEC by Columbia by
contacting Columbias Investor Relations liaison at (202) 303-3080 or accessing Columbias investor
relations website at www.columbiareit.com. Investors and security holders are urged to read the
definitive proxy statement and the other relevant materials when they become available before
making any voting or investment decision with respect to the merger.
Columbia and JPMorgan and their respective executive officers, directors, and employees may be
deemed to be participating in the solicitation of proxies from the security holders of Columbia in
connection with the merger. Information about the executive officers and directors of Columbia and
the number of shares of Columbia common stock beneficially owned by such persons is set forth in
the proxy statement for Columbias 2006 Annual Meeting of Shareholders, which was filed with the
SEC on April 10, 2006, and Columbias Annual Report on Form 10-K for the year ended December 31,
2005, which was filed with the SEC on March 31, 2006. Investors and security holders may obtain
additional information regarding the direct and indirect interests of Columbia and JPMorgan and
their respective executive officers, directors and employees in the merger by reading the
definitive proxy statement regarding the merger.
Cautionary Note Regarding Forward Looking Statements
Certain statements in this Current Report on Form 8-K that are not historical fact may
constitute forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995.
1
Numerous risks, uncertainties and other factors may cause actual results to
differ materially from those expressed in any forward-looking statements. These factors include,
but are not limited to, (i) the occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement; (ii) the outcome of any legal proceedings
that may be instituted against Columbia and others following announcement of the merger agreement;
(iii) the inability to complete the merger due to the failure to obtain stockholder approval or the
failure to satisfy other conditions to completion of the merger; (iv) risks that the proposed
transaction disrupts current plans and operations and the potential difficulties in employee
retention as a result of the merger; (v) the ability to recognize the benefits of the merger; and
(vi) the amount of the costs, fees, expenses and charges related to the merger. Although Columbia
believes the expectations reflected in any forward-looking statements are based on reasonable
assumptions, it can give no assurance that its expectations will be attained. For a further
discussion of these and other factors that could impact Columbias future results, performance,
achievements or transactions, see the documents filed by Columbia from time to time with the SEC,
and in particular the section titled Risk Factors in Columbias Annual Report on Form 10-K for
the year ended December 31, 2005 filed on March 31, 2006. Columbia undertakes no obligation to
revise or update any forward-looking statements, or to make any other forward-looking statements,
whether as a result of new information, future events or otherwise.
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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 thereunto duly authorized.
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COLUMBIA EQUITY TRUST, INC.
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Date: February 21, 2007 |
By: |
/s/ John A. Schissel
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John A. Schissel |
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Executive Vice President, Chief Financial
Officer, Secretary and Treasurer |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1
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Press Release, dated February 20, 2007 of Columbia Equity Trust, Inc.
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