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Attachment 1
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 AND EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): December 1, 2008
CENTERLINE HOLDING COMPANY
(Formerly CharterMac)
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or other Jurisdiction of Incorporation)
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1-13237
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13-3949418
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(Commission File Number)
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(IRS Employer Identification Number)
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625 Madison Avenue, New York, NY 10022
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: 212-317-5700
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Not Applicable
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(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:
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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 240.13e-4(c))
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Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing.
On
December 1, 2008, the New York Stock Exchange (the “NYSE”) delivered a written
notice to Centerline Holding Company (the “Registrant”) and issued a press
release (the “Press Release”) announcing that the common shares of beneficial
interest (the “common shares”) of the Registrant would be suspended prior to the
market opening on Monday, December 8, 2008. The NYSE is delisting the
common shares because the Registrant’s market capitalization did not satisfy the
NYSE’s listing standard requiring NYSE listed companies to maintain a market
capitalization of not less than $25 million over a consecutive 30 trading day
period. The Registrant has a right to appeal the NYSE determination,
however, the Registrant has informed the NYSE that it will not challenge the
NYSE’s determination. The Registrant expects to commence trading on
the over-the-counter (“OTC”) market on December 8, 2008 under a yet to be
determined symbol. The new ticker symbol will be published at www.otcbb.com between 4:00 pm and 5:00
pm Eastern time on December 5, 2008.
The Press
Release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference. The foregoing description of the Press Release is qualified in its
entirety by reference to the full text of such press release.
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Leonard
W. Cotton resigned as a member of the Board of Trustees and as Vice Chairman of
the Registrant, effective December 4, 2008, to spend more time on his
personal business and charitable activities. The Registrant has not
yet announced a replacement for Mr. Cotton.
Item
9.01. Financial Statements and Exhibits
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(a)
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Financial
Statements
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Not Applicable.
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(b)
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Pro
Forma Financial Information
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Not Applicable.
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(c)
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Exhibits
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SIGNATURES
Pursuant
to the requirements of the Securities and 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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CENTERLINE
HOLDING COMPANY
(Registrant)
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December
4, 2008
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By:
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/s/ Robert L. Levy
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Robert
L. Levy
Chief
Financial Officer
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