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): April 28, 2006
First Albany Companies Inc.
(Exact name of registrant as specified in its charter)
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| New York |
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0-14140 |
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22-2655804 |
(State of other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
677 Broadway, Albany, New York 12207
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (518) 447-8500
N/A
(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 (see General Instruction
A.2. below):
o 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))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
First Albany Companies Inc. (“First Albany”), as successor in interest to First Albany
Capital, Inc. (“First Albany Capital”), was a tenant under a sublease with Deutsche Bank AG, New
York Branch (“Deutsche Bank”), dated April 6, 2005, for space located at 1301 Avenue of the
Americas, New York, New York (“Premises”). First Albany agreed with Lehman Brothers Holdings Inc.
(“Lehman”) and Deutsche Bank, among others, for First Albany to surrender the Premises and be
released from future liability relating to the sublease which might first arise or accrue after the
sublease is surrendered. As a result of the surrender transaction, First Albany will be released
from further liability for rent and other tenant expenses relating to the Premises, and will be
reimbursed for a portion of its construction costs and various deposits relating to the Premises.
Specifically,
pursuant to that certain Surrender Agreement dated as of April 28, 2006 (the
“Surrender Agreement”) Deutsche Bank has, among other things, reimbursed First Albany for the
remaining outstanding tenant improvement allowance in the amount of $1,275,018.30 and cancelled the
Letters of Credit held by Deutsche Bank, which were held as security for certain construction
obligations and obligations under the lease generally. Also, pursuant to that certain Agreement
between First Albany and Lehman of April 28, 2006, Lehman has paid First Albany $3,746,000.00 in
exchange for First Albany’s agreement to surrender the premises and indemnified First Albany for
all costs in connection with the sublease which first arise or accrue after March 31, 2006, except
for those incurred by reason of First Albany’s breach of certain representations.
The foregoing description is qualified in its entirety by reference to the Surrender Agreement and
the Agreement dated April 28, 2006 executed by and between First Albany and Lehman, each of which
will be attached as an exhibit to First Albany’s next Quarterly Report on Form 10-Q.