SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 26, 1998
LEXFORD RESIDENTIAL TRUST
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(Exact Name of Registrant as Specified in Charter)
Maryland 1-13951 31-4427382
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(State of Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
The Huntington Center
24th Floor
41 South High Street, Suite 2410 , Columbus, Ohio 43215
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (614) 242-3850
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ITEM 5. OTHER EVENTS
On March 26, 1998, a special committee of the Registrant's Board of Trustees
comprised of three disinterested Trustees (the "Special Committee") approved a
voluntary retirement program (the "Program") for the non-employee Trustees not
serving on the Special Committee. Under the Program, an eligible Trustee who
elects to resign from the Board will receive the retirement package described
below; provided, however, that the Trustee must make the election to resign
before April 15, 1998 and before the maximum number of non-employee Trustees
(five) has elected to participate. A Trustee participating in the Program will
receive a retirement package consisting of: (1) a cash payment in the amount of
$225,000 (determined by estimating the amount of income taxes payable by a
typical Trustee with respect to the full exercise of the Trustee's non-qualified
stock options, without a gross-up for the taxability of the cash payment); (2)
vesting of (a) the non-vested awards under the Company's 1997 Performance Equity
Plan (being one-third of the shares subject to the original award, or 11,000
shares) and (b) the most recent annual award of stock options for 4,000 shares
granted following the Registrant's October 7, 1997 Annual Shareholders Meeting
that would otherwise vest at the next annual meeting of shareholders; and (3)
the ability to continue the deferral of receipt (and taxation) of amounts
credited under the Registrant's Executive Deferred Compensation Plan and Rabbi
Trust (the "Rabbi Trust") for a period of up to five years. In addition, a
participating Trustee may elect to defer receipt (and taxation) of some or all
of the cash payment (as described in the preceding sentence) through the Rabbi
Trust for a period of up to five years; provided, however, that any amount so
deferred will be required to be invested in Registrant's Common Shares under the
Rabbi Trust for the entire deferral period. The Program is to be administered
and interpreted in accordance with rules established by the Special Committee.
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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 behalf of the
undersigned hereunto duly authorized.
LEXFORD RESIDENTIAL TRUST
Date: March 31, 1998 By: /s/ Mark D. Thompson
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Mark D. Thompson
Executive Vice President and
Chief Financial Officer
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