- Current report filing (8-K)
January 16 2009 - 2:10PM
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):
January 12, 2009
TARRAGON
CORPORATION
(Exact
Name of Registrant as Specified in Charter)
Nevada
(State
or Other Jurisdiction
of
Incorporation)
|
0-22999
(Commission
File
Number)
|
94-2432628
(IRS
Employer
Identification
No.)
|
423
West 55
th
Street,
12th Floor
New
York, New York 10019
(Address
of Principal Executive Offices, including zip code)
(212)
949-5000
(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 (
see
General Instruction
A.2. below):
¨
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.
The
information provided in Item 1.03 of this current report on Form 8-K regarding
the DIP Financing (as defined below) is incorporated by reference to this Item
1.01.
Item
1.03. Bankruptcy
or Receivership.
On
January 12, 2009, Tarragon Corporation (“Tarragon”) and certain of its direct
and indirect subsidiaries and affiliates (collectively, the “Company”) filed
voluntary petitions for relief under Chapter 11 of the United States Bankruptcy
Code (the “Code”) in the United States Bankruptcy Court for the District of New
Jersey (the “Court”). These Chapter 11 cases will be jointly
administered under the caption “In re Tarragon Corporation, et al., Case No.
09-10555(DHS).” The Company will continue to operate its business as
a “debtor-in-possession” under the jurisdiction of the Court and in accordance
with applicable provisions of the Code and orders of the Court.
In
connection with the Chapter 11 cases, the Company has filed a motion seeking
Court approval of debtor-in-possession financing (the “DIP Financing”) from
ARKOMD, LLC (the “Lender”). The DIP Financing provides for a senior
secured, super-priority debtor-in-possession revolving loan facility in an
aggregate amount of up to $6,250,000. Subject to the approval of the
Court, the Lender has agreed to make available to the Company loan advances on
certain advance dates (1) in an amount consistent with budgets approved by the
Lender and (2) in connection with a plan acceptable to the Lender. It
is anticipated that the proceeds of the DIP Financing will be used to provide
working capital for the Company and its non-debtor subsidiaries and
affiliates.
On
January 12, 2009, Tarragon issued a press release relating to the foregoing, a
copy of which is attached hereto as Exhibit 99.1.
Item
3.01. Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
On
January 12, 2009, Tarragon received a NASDAQ Staff Determination notice that
Tarragon’s securities will be delisted from The Nasdaq Stock Market as a result
of the Company’s filing of voluntary petitions for reorganization under chapter
11 of the Bankruptcy Code, pursuant to Marketplace Rules 4300, 4450(f) and
IM-4300. Tarragon does not intend to take any action to appeal the
Staff’s determination and therefore expects that trading of Tarragon’s common
stock will be suspended at the opening of business on January 22, 2009 and that
such securities will be removed from listing and registration on The Nasdaq
Stock Market following the filing by Nasdaq of a Form 25-NSE with the Securities
and Exchange Commission.
Item
9.01. Financial
Statements and Exhibits.
(c) Exhibits.
Exhibit No.
|
Description
|
99.1
|
Tarragon
press release dated January 12,
2009.
|
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.
|
TARRAGON
CORPORATION
|
|
|
|
|
|
|
By:
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/s/ ERIN
D. PICKENS
|
|
|
|
Erin
D. Pickens
|
|
|
|
Executive
Vice President and Chief Financial Officer
|
|
Date: January
16, 2009
|
|
|
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EXHIBIT
INDEX
Exhibit No.
|
Description
|
99.1
|
Tarragon
press release dated January 12,
2009
|
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