SECURITIES AND EXCHANGE COMMISSION FORM 10-K Annual report pursuant to section 13 and 15(d) Filing Date: 2013-04-12 | Period of Report: 2012-12-31 SEC Accession No. 0001171520-13-000284 (HTML Version on secdatabase.com) FILER FSP PHOENIX TOWER CORP Mailing Address Business Address 401 EDGEWATER PLACE 401 EDGEWATER PLACE CIK:1354309| IRS No.: 000000000 WAKEFILED MA 01880 WAKEFILED MA 01880 Type: 10-K | Act: 34 | File No.: 000-52559 | Film No.: 13759131 781-557-1300 SIC: 6500 Real estate Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [X] For the fiscal year ended December 31, 2012 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [_] 1934 For the transition period from to Commission File No. 000-52559* FSP Phoenix Tower Corp. Liquidating Trust (Exact name of registrant as specified in its charter) Delaware 90-6229241 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 401 Edgewater Place, Wakefield, Massachusetts 01880 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (781) 557-1300 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [_] No X . Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.* Yes [_] No [_]. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.* Yes [_] No [_]. Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).* Yes [_] No [_]. Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.* [X] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer [_] Accelerated filer [_] Non-accelerated filer [_] (Do not check if a smaller reporting company) Smaller reporting company [X] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes [_] No [X]. As of June 30, 2012, the aggregate fair market value of common stock held by non-affiliates of FSP Phoenix Tower Corp. was $0. The number of shares of common stock outstanding and preferred stock outstanding of FSP Phoenix Tower Corp. at December 31, 2012 was not applicable. As of December 31, 2012 there were 1,050 units of beneficial interest in FSP Phoenix Tower Corp. Liquidating Trust outstanding. Documents incorporated by reference: None. *FSP Phoenix Tower Corp. Liquidating Trust is the transferee of the assets and liabilities of FSP Phoenix Tower Corp., and files reports under the Commission file number for FSP Phoenix Tower Corp. FSP Phoenix Tower Corp. filed a Form 15 on February 1, 2013, indicating its notice of termination of registration and filing requirements. Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS PART I 1 Item 1. Business. 1 Item 1A. Risk Factors. 4 Item 1B. Unresolved Staff Comments. 4 Item 2. Properties. 5 Item 3. Legal Proceedings. 5 Item 4. Mine Safety Disclosures. 5 PART II 6 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities… 6 Item 6. Selected Financial Data. 6 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 7 Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 11 Item 8. Financial Statements and Supplementary Data. 11 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. 11 Item 9A. Controls and Procedures. 11 Item 9B. Other information. 11 PART III 12 Item 10. Directors, Executive Officers and Corporate Governance 12 Item 11. Executive Compensation. 12 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 12 Item 13. Certain Relationships and Related Transactions, and Director Independence. 13 Item 14. Principal Accounting Fees and Services. 14 PART IV 14 Item 15. Exhibits, Financial Statement Schedules. 14 SIGNATURES 20 Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document As used in this Annual Report on Form 10-K, unless the context otherwise requires, the terms “we,” “us,” “our,” and “the Trust” refer to the FSP Phoenix Tower Corp. Liquidating Trust. The use of “Phoenix Tower” refers to FSP Phoenix Tower Corp., except where the context otherwise requires. Forward-Looking Statements This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements represent our current expectations, assumptions, estimates and projections about the Trust and include, but are not limited to, the following: • any statements regarding the execution, timing and expenses associated with the completion of the Trust; • any statements regarding the disposition of our remaining assets; • any statements regarding the resolution of any outstanding creditor claims and liabilities; and • any statements regarding the amount and timing of any future distributions to our beneficial unit holders. Forward-looking statements involve risks and uncertainties. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of certain factors, as more fully described elsewhere in this report. Readers are urged to carefully review and consider the various disclosures we make, which advise them of the factors that may affect the Trust, including without limitation, the disclosures made under Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included herein and throughout this Annual Report on Form 10-K for the year then ended December 31, 2012. Risk factors are described under Part II, Item 1A of this report. The important factors listed in these disclosures, which could cause our actual results to differ materially from the forward-looking statements contained herein, include but are not limited to, the following: • our ability to accurately estimate the expenses associated with executing our plan of complete liquidation and dissolution; • our ability to successfully resolve all our outstanding or unknown future creditor claims and liabilities; and • our ability to correctly estimate the amount and timing of any future distributions, to our beneficial unit holders. In light of these risks, uncertainties and assumptions, readers are cautioned not to place undue reliance on such forward-looking statements. These forward-looking statements represent beliefs and assumptions only as of the date of this report. We do not intend to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future, except as otherwise required pursuant to our on-going reporting obligations under the Securities Exchange Act of 1934, as amended. Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document PART I Item 1. Business Our principal executive office is located at 401 Edgewater Place, Suite 200, Wakefield, Massachusetts 01880, and our telephone number is (781) 557-1300. Our annual reports on Form 10-K, current reports on Form 8-K and any amendments to those reports and other Securities and Exchange Commission (“SEC”) filings are electronically filed with, or furnished to, the SEC. All reports filed by the Trust with the SEC are available free of charge via EDGAR through the SEC website at www.sec.gov. In addition, the public may read and copy materials filed by the Trust with the SEC at the SEC’s public reference room located at 100 F Street, N.E, Washington, D.C. 20549 or by calling the SEC at 1-202-551-8090. History Phoenix Tower was a Delaware corporation formed to purchase, own, operate, improve and reposition in the marketplace a 34-story multi-tenant office building containing approximately 629,054 rentable square feet of space located on approximately 2.1 acres of land in Houston, Texas (the “Property”). Phoenix Tower operated in a manner intended to qualify as a real estate investment trust, or REIT, for federal income tax purposes.