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EXCEL - IDEA: XBRL DOCUMENT - AmREIT Monthly Income & Growth Fund III Ltd | Financial_Report.xls |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Form 10-K/A
Amendment No. 1
(Mark One)
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2011
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _________ to _________
Commission file number 000-52619
AmREIT MONTHLY INCOME & GROWTH FUND III, LTD.
(Exact Name of Registrant as Specified in Its Charter)
Texas | 20-2964630 |
(State or other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
8 Greenway Plaza, Suite 1000 Houston, TX |
77046 |
(Address of Principle Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code (713) 850-1400
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. | Yes ☐ No ☒ |
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 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 Web site, 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 ☐
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 the 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. ☒
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. (Check one):
Large Accelerated Filer ☐ | Accelerated Filer ☐ | |
Non-accelerated Filer ☐ | (Do not check if a smaller reporting company) | Smaller Reporting Company ☒ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). | Yes ☐ No ☒ |
As of March 27, 2012, the Registrant had 2,844 Units of limited partnership outstanding. There is no established trading market for such units.
Our Annual Report on Form 10-K for the year ended December 31, 2011, initially filed on March 30, 2012 (“Form 10-K”), is revised by this Amendment No. 1 on Form 10-K/A to our Form 10-K (“Amendment No. 1”) solely to furnish a complete Interactive Data File furnished as Exhibit 101 to the Form 10-K, as required by Rule 405 of Regulation S-T. In the previously-furnished Interactive Data File, Financial Statement Schedule III – Consolidated Real Estate Owned and Accumulated Depreciation was not included in the Interactive Data File.
Except as described above, no other revisions are being made to the Form 10-K. This Amendment No. 1 does not update or modify the disclosure contained in the Form 10-K in any way other than as required to reflect the exhibit discussed above and does not reflect events occurring after the March 30, 2012 filing of the Form 10-K.
Pursuant to Rule 406T of Regulation S-T, the Interactive Data File on Exhibit 101 is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise is not subject to liability under those sections.
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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
1. | Financial Statements. The list of our financial statements filed as part of this Annual Report on Form 10-K is set forth on page F-1. |
2. | Financial Statement Schedules. The list of our financial statement schedules filed as part of this Annual Report is set forth on page F-1. |
3. | Exhibits. |
It is inappropriate for readers to assume the accuracy of, or rely upon any covenants, representations or warranties that may be contained in agreements or other documents filed as Exhibits to, or incorporated by reference in, this report. Any such covenants, representations or warranties may have been qualified or superseded by disclosures contained in separate schedules or exhibits not filed with or incorporated by reference in this report, may reflect the parties’ negotiated risk allocation in the particular transaction, may be qualified by materiality standards that differ from those applicable for securities law purposes, and may not be true as of the date of this report or any other date and may be subject to waivers by any or all of the parties. Where exhibits and schedules to agreements filed or incorporated by reference as Exhibits hereto are not included in these exhibits, such exhibits and schedules to agreements are not included or incorporated by reference herein.
The following exhibits are filed as part of or incorporated by reference in this Annual Report on Form 10-K:
Incorporated
by Reference or Previously Filed or Furnished |
||||||
Exhibit Number |
Description | Form | Exhibit | Filing Date | Filed Herewith |
Furnished Herewith |
3.1 | Certificate of Limited Partnership of AmREIT Monthly Income & Growth Fund III, Ltd., dated April 19, 2005. | 10-SB | 3.1 | 4/30/2007 | ||
3.2 | Agreement of Limited Partnership of AmREIT Monthly & Income Growth Fund III, Ltd., dated April 19, 2005, between AmREIT Monthly Income & Growth III Corporation and AmREIT, the initial limited partner. | 10-SB | 3.2 | 4/30/2007 | ||
10.1 | Fixed Rate Note (A Loan), dated May 2, 2005, between Shafer Plaza I, Ltd and JPMorgan Chase Bank, N.A. | 10-SB | 10.1 | 4/30/2007 | ||
10.2 | Fixed Rate Note (B Loan), dated May 2, 2005, between Shafer Plaza I, Ltd and JPMorgan Chase Bank, N.A. | 10-SB | 10.2 | 4/30/2007 | ||
10.3 | Loan Assumption and Substitution Agreement, dated September 30, 2005, among AmREIT Westside Plaza, LP, AmREIT Monthly Income & Growth Fund III, Ltd., AmREIT, Shafer Plaza I, Ltd., Steven G. Shafer, Wells Fargo Bank, N.A., and CBA-Mezzanine Capital Finance, LLC. | 10-SB | 10.3 | 4/30/2007 | ||
10.4 | Second Amended and Restated Property Management and Leasing Agreement, dated December 28, 2005, between AmREIT Westside Plaza, LP and AmREIT Realty Investment Corporation. | 10-SB | 10.4 | 4/30/2007 | ||
10.5 | Management and Leasing Agreement, dated November 22, 2005, between AmREIT Lake Houston, LP and AmREIT Realty Investment Corporation. | 10-SB | 10.5 | 4/30/2007 | ||
10.6 | Promissory Note, dated December 12, 2005, between AmREIT Lake Houston, LP and Morgan Stanley Mortgage Capital, Inc. | 10-SB | 10.6 | 4/30/2007 |
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10.7 | Commercial Property Management and Leasing Agreement, dated March 30, 2006, between 5433 Westheimer, LP and Songy Partners Limited. | 10-SB | 10.7 | 4/30/2007 | ||
10.8 | Promissory Note, dated September 28, 2006, between AmREIT Lantern Lane, LP and Differential Development — 1994, Ltd. | 10-SB | 10.8 | 4/30/2007 | ||
10.9 | Management and Leasing Agreement, dated September 28, 2006, between AmREIT Lantern Lane, LP and AmREIT Realty Investment Corporation. | 10-SB | 10.9 | 4/30/2007 | ||
10.10 | Promissory Note, dated December 8, 2006, between AmREIT Casa Linda, LP and Morgan Stanley Mortgage Capital, Inc. | 10-SB | 10.10 | 4/30/2007 | ||
10.11 | Secured Promissory Note, dated September 29, 2006, between AmREIT Olmos Creek, LP and NLI Commercial Mortgage Fund, LLC. | 10-SB | 10.11 | 4/30/2007 | ||
10.13 | Management and Leasing Agreement, dated December 7, 2006, between AmREIT SSPF Preston Towne Crossing, LP and AmREIT Realty Investment Corporation. | 10-SB | 10.13 | 4/30/2007 | ||
10.14 | Management and Leasing Agreement, dated December 7, 2006, between AmREIT SSPF Berkeley, LP and AmREIT Realty Investment Corporation. | 10-SB | 10.14 | 4/30/2007 | ||
10.15 | Loan Assumption Agreement, dated December 7, 2006, among Berkeley Center, Ltd., William L. Hutchinson, AmREIT SSPF Berkeley, LP, AmREIT Monthly Income & Growth Fund III, Ltd. and LaSalle Bank National Association. | 10-SB | 10.15 | 4/30/2007 | ||
10.16 | Loan Assumption Agreement, dated December 7, 2006, among PTC Dunhill Holdings, Ltd., William L. Hutchinson, AmREIT SSPF Preston Towne Crossing, LP, AmREIT Monthly Income & Growth Fund III, Ltd. and LaSalle Bank National Association. | 10-SB | 10.16 | 4/30/2007 | ||
10.17 | Real Estate Sales Contract, effective as of January 14, 2011, between AmREIT Lake Houston, L.P., and AmREIT Realty Investment Corporation. | 10-K | 10.17 | 3/31/2011 | ||
10.18 | Term Loan Agreement effective October 7, 2011between AmREIT Lantern Lane, LP and U.S. Bank National Association. | 8-K | 10.1 | 10/12/2011 |
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10.19 | Settlement Agreement effective February 6, 2012 between AmREIT Monthly Income and Growth Fund III, Ltd. and Q Olmos Creek Property, LLC. | 8-K | 10.1 | 2/10/2012 | ||
31.1+ | Certification of H. Kerr Taylor pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | 10-K | 31.1 | 3/30/2012 | ||
31.2+ | Certification of Chad C. Braun pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | 10-K | 31.2 | 3/30/2012 | ||
32.1+ | Certification of H. Kerr Taylor pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | 10-K | 32.1 | 3/30/2012 | ||
32.2+ | Certification of Chad C. Braun pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | 10-K | 32.2 | 3/30/2012 | ||
101.INS* | XBRL Instance Document | X | ||||
101.SCH* | XBRL Taxonomy Extension Schema Document | X | ||||
101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | X | ||||
101.LAB* | XBRL Taxonomy Extension Label Linkbase Document | X | ||||
101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document | X | ||||
101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | X |
+ | These exhibits were previously furnished with the Company’s Form 10-K for the year ended December 31, 2012, filed with the Securities and Exchange Commission on March 30, 2012. |
* | Attached as Exhibit 101 to this Annual Report on Form 10-K are the following materials, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets as of December 31, 2011 and 2010, (ii) the Consolidated Statements of Operations for the years ended December 31, 2011, 2010 and 2009, (iii) the Consolidated Statements of Partners’ Capital for the years ended December 31, 2011, 2010 and 2009, (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2011, 2010 and 2009, (v) the Notes to the Consolidated Financial Statements and (vi) Financial Statement Schedule III. |
Pursuant to Rule 406T of Regulation S-T, the Interactive Data File on Exhibit 101 hereto is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise is not subject to liability under those sections. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
AmREIT Monthly Income & Growth Fund III, Ltd. | |||
By: | AmREIT Monthly Income & Growth III Corporation, its General Partner | ||
Date: May 18, 2012 | |||
By: | /s/ H. Kerr Taylor | ||
H. Kerr Taylor President, Chief Executive Officer, and Director |
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