Rmr F.I.R.E. Fund - Current report filing (8-K)
26 Agosto 2008 - 4:30PM
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
August 26, 2008
Date of Report (Date of
earliest event reported)
RMR F.I.R.E. FUND
(Exact Name of Registrant as
Specified in Charter)
Massachusetts
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811-21616
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20-1458439
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(State or other Jurisdiction of
Incorporation)
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(Commission File No.)
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(IRS Employer Identification No.)
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400 Centre Street, Newton, Massachusetts 02458
(Address of principal
executive offices, including zip code)
(617)
332-9530
(Registrants telephone number, including area code)
(Former Name or Former
Address, if Changed Since Last Report)
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:
x
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
o
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 August 26, 2008,
RMR F.I.R.E. Fund (RFR) and two other publicly traded closed end funds, all
of which are managed by RMR Advisors, Inc. (the Advisor), announced that
their Boards of Trustees had approved proposed mergers of their respective
funds and that a registration statement on Form N-14, including a
preliminary Joint Proxy Statement/Prospectus, was filed with the U.S.
Securities and Exchange Commission (the SEC) in connection with those
mergers, which are referred to in the Form N-14 as reorganizations. Those other two funds affected are RMR Real
Estate Fund (RMR) and RMR Hospitality and Real Estate Fund (RHR). If the mergers proceed, each fund will become
part of RMR Real Estate Income Fund, a newly formed Delaware statutory trust (RIR),
which is also managed by the Advisor. A
copy of the press release is attached as Exhibit 99.1 to this Current
Report on 8-K.
This communication is
being made in respect of the proposed reorganizations of RHR, RFR and RMR into
RIR. In connection with the proposed
reorganizations, RIR has filed with the SEC a Registration Statement on Form N-14
containing a preliminary Joint Proxy Statement/Prospectus, which includes proxy
statement disclosure of RHR and RFR.
Each fund plans to file with the SEC other documents related to the
proposed Reorganizations. RIR, RMR, RHR
and RFR and their respective trustees, officers and employees and the Advisor
and its shareholders, officers and employees and other persons may be deemed to
be participants in the solicitation of proxies with respect to the proposed
reorganizations. Investors and
shareholders may obtain more detailed information regarding the direct and
indirect interests of RIRs, RMRs, RHRs and RFRs respective trustees,
officers and employees and the Advisors shareholders, officers and employees
and other persons by reading the preliminary and definitive Joint Proxy
Statements/Prospectuses regarding the reorganizations, filed with the SEC, when
they become available. The registration
statement has not yet become effective, and the information contained in that
filing, including the preliminary Joint Proxy Statements/Prospectus, is not
complete and is subject to change. This
communication is not intended to, and shall not, constitute an offer to
purchase or sell shares of any of the affected funds; nor is the press release
intended to solicit a proxy from any shareholder of any of the affected
funds. The solicitation of the purchase
or sale of securities or of proxies to effect the reorganizations may only be
made by a final, effective registration statement, which includes a Joint Proxy
Statements/Prospectus, after it is declared effective by the SEC. INVESTORS AND SECURITY HOLDERS OF THE FUNDS
ARE URGED TO READ THE JOINT PROXY STATEMENT/ PROSPECTUS AND OTHER DOCUMENTS
FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
REORGANIZATIONS.
Investors may obtain free
copies of the Registration Statement and the Joint Proxy Statement/Prospectus
and other documents (when they become available) filed with the SEC at the SECs
web site at www.sec.gov. In addition,
free copies of the Joint Proxy Statement/Prospectus and other documents filed
with the SEC may also be obtained after the Registration Statement becomes
effective by directing a request to: RMR Advisors, Inc., 400 Centre
Street, Newton, MA, 02458 or by calling the toll-free number: (866) 790-8165.
2
Item 9.01
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Financial
Statements and Exhibits
(d)
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Exhibits
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Exhibit 99.1
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Press
Release dated August 26, 2008
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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 its behalf by the undersigned hereunto duly
authorized.
Date: August 26, 2008
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RMR F.I.R.E. FUND
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By
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/s/ Adam D. Portnoy
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Adam D. Portnoy
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President
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EXHIBIT INDEX
Exhibit
Number
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Description
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99.1
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Press Release dated
August 26, 2008
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5
Rmr F I R E Fd (AMEX:RFR)
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