Attached files
| file | filename |
|---|---|
| EX-23.1 - EXHIBIT 23.1 - PACIFIC OFFICE PROPERTIES TRUST, INC. | exh23_1.htm |
| EX-99.1 - EXHIBIT 99.1 - PACIFIC OFFICE PROPERTIES TRUST, INC. | exh99_1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Amendment
No. 1
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): June 10, 2009
|
PACIFIC
OFFICE PROPERTIES TRUST, INC.
|
|
(Exact
name of registrant as specified in its
charter)
|
|
Maryland
|
001-9900
|
86-0602478
|
|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
|
233
Wilshire Blvd.
Suite
310
Santa
Monica, California
|
90401
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(310)
395-2083
(Registrant’s telephone
number, including area code)
|
233
Wilshire Blvd., Suite 830
Santa
Monica, California 90401
|
|
(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):
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Explanatory
Note
On June 10,
2009, Pacific Office Properties Trust, Inc. (the “Company”) filed with the
Securities and Exchange Commission a Current Report on Form 8-K ( the “Original
Form 8-K”) to update its consolidated financial statements for the year
ended December 31, 2008 to reflect the retrospective effects of the Company’s
adoption, effective January 1, 2009, of Statement of Financial Accounting
Standards No. 160, Noncontrolling Interests in
Consolidated Financial Statements (“SFAS 160”) and the revisions to EITF
Topic D-98, Classification and
Measurement of Redeemable Securities, which became effective upon our
adoption of SFAS 160. This Current Report on Form 8-K/A amends
Exhibit 99.1 to the Original Form 8-K to correct the errors in the previously
filed consolidated financial statements by reinstating the rebalancing of equity
and to reflect the recording of certain non-cash fair value measurements of the
common units of our operating partnership, Pacific Office Properties, L.P., and
restates amounts previously reported in the non-controlling interests,
additional paid in capital and retained deficit of our consolidated balance
sheets. The effect of this restatement is as
follows
|
As
of December 31, 2008
|
As
Previously Reported
|
As
Restated
|
||||||
|
Non-controlling
interests
|
71,878 | 133,250 | ||||||
|
Additional
paid in capital
|
12,089 | - | ||||||
|
Retained
deficit
|
(7,044 | ) | (56,327 | ) | ||||
Item
8.01 Other Events.
Effective January 1, 2009, Pacific
Office Properties Trust, Inc. (the “Company”) retrospectively adopted Statement
of Financial Accounting Standards No. 160, Noncontrolling
Interests in Consolidated Financial Statements (“SFAS 160”) and the revisions to EITF
Topic D-98, Classification
and Measurement of
Redeemable Securities,
which became effective upon our adoption of SFAS 160. This
resulted in the recording of certain adjustments to amounts previously reported,
including changes that affected our previously reported minority interests now
referred to as noncontrolling interests and additional paid in capital. These adjustments are described in
further detail in Note 2 to the consolidated financial statements (as adjusted)
included in Exhibit 99.1 hereto.
These
updates to the consolidated financial statements for the year ended December 31,
2008 do not modify or update any other disclosures set forth in the 2008 Form
10-K other than the retrospective adoption of Statement of Financial
Accounting Standards No. 160, Noncontrolling Interests in
Consolidated Financial Statements (“SFAS 160”) and the revisions to EITF
Topic D-98, Classification
and Measurement of
Redeemable Securities, which became effective upon our adoption of SFAS
160 and do not update or discuss any other developments affecting the Company
subsequent to December 31, 2008.
Item
9.01. Financial Statements and Exhibits.
|
(d)
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Exhibits.
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Exhibit No.
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Description
|
|
| 23.1 | Consent of PricewaterhouseCoopers, LLP | |
|
99.1
|
Consolidated
Financial Statements and Schedule III included in Item
8.
|
SIGNATURE
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.
| PACIFIC OFFICE PROPERTIES TRUST, INC. | |||
|
Dated:
November 23, 2009
|
By:
|
/s/ Lawrence J. Taff | |
| Lawrence J. Taff | |||
| Chief Financial Officer | |||
EXHIBIT
INDEX
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Exhibit No.
|
Description
|
|
| 23.1 | Consent of PricewaterCoopers, LLP | |
|
99.1
|
Consolidated
Financial Statements and Schedule III included in Item
8.
|