| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
| FORM 10-Q/A |
| (Amendment No. 1) |
(Mark One)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 934. |
| For the quarterly period ended March 31, 2008 | |
| o | 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 000-50256
| WHITESTONE REIT |
| (Exact name of Registrant as specified in its charter) |
| Maryland | 76-0594970 | |
| (State or other jurisdiction of | (I.R.S. Employee Identification No.) | |
| incorporation or organization) | ||
| 2600 South Gessner, Suite 500 | 77063 | |
| Houston, Texas | (Zip Code) | |
| (Address of principal executive offices) |
Registrant’s telephone number, including area code: (713) 827-9595
N/A
(Former Name, Former Address and Former Year,
if changed since last report)
| 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 x No o | |
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 o | Accelerated filer o |
Non-accelerated filer (Do not check if a smaller reporting company) x | Smaller reporting company o |
| | |
| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). | |
Yes o No x | |
The number of the registrant’s Common Shares of Beneficial Interest outstanding at October 29, 2008, was 9,707,307.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the Quarterly Report on Form 10-Q of Whitestone REIT for the quarterly period ended March 31, 2008 (the “Amendment”), which was originally filed on May 15, 2008 (the “Original Filing”), is to include the conclusions of our principal executive and principal financial officers regarding the effectiveness of our disclosure controls and procedures in Item 4T of Part I of the Quarterly Report and to revise the certifications contained in Exhibits 31.1 and 31.2 to include the information required by Item 601(b)(31) of Regulation S-K as filed herewith. This Amendment amends and restates only Item 4T of Part I of the Original Filing and Item 6 of Part II of the Original Filing to reflect the changes to Exhibits 31.1 and 31.2. Except for the foregoing amended information, this Amendment continues to describe conditions as of the date of the Original Filing, and we have not updated the disclosures contained herein to reflect events that occurred at a later date. Accordingly, this Amendment should be read in conjunction with our Securities and Exchange Commission filings made subsequent to the Original Filing.
As used in this Amendment, the terms “we,” “us” or “our” refer to Whitestone REIT and its subsidiaries.
WHITESTONE REIT
FORM 10-Q/A
Quarterly Period Ended March 31, 2008
TABLE OF CONTENTS
FINANCIAL INFORMATION
Management’s Evaluation of Disclosure Controls and Procedures
The management of Whitestone REIT, under the supervision and with the participation of our principal executive and financial officers, has evaluated the effectiveness of our disclosure controls and procedures in ensuring that the information required to be disclosed in our filings under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, including ensuring that such information is accumulated and communicated to Whitestone REIT’s management as appropriate to allow timely decisions regarding required disclosure. Based on such evaluation, our principal executive and financial officers have concluded that such disclosure controls and procedures were not effective as of March 31, 2008 (the end of the period covered by this Quarterly Report on Form 10-Q). In reaching this conclusion, the Chief Executive Officer and Chief Financial Officer noted the certifications contained in Exhibits 31.1 and 31.2 did not include the required certifications relating to the Company’s internal controls over financial reporting as required by applicable SEC regulations and that the Company inadvertently left off management’s conclusion regarding the effectiveness of the Company’s disclosure controls and procedures. We have remedied this failure in the effectiveness of our disclosure controls and procedures by implementing additional controls and procedures designed to ensure that the disclosures provided by us meets the then-current requirements of the applicable filing made under the Exchange Act.
Changes in Internal Controls
During the three months ended March 31, 2008, there were no changes in Whitestone REIT’s internal control over financial reporting that materially affected, or that are reasonably likely to materially affect, Whitestone REIT’s internal control over financial reporting.
OTHER INFORMATION
| Exhibit No. | Description |
| 3.1 | Declaration of Trust of Whitestone REIT, a Maryland real estate investment trust (previously filed as and incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-11/A, Commission File No. 333-111674, filed on May 24, 2004) |
| 3.2 | Articles of Amendment and Restatement of Declaration of Trust of Whitestone REIT (previously filed as and incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-11/A, Commission File No. 333-111674, filed on July 29, 2004) |
| 3.3 | Articles Supplementary (previously filed as and incorporated by reference to Exhibit 3(i).1 to the Registrant’s Current Report on Form 8-K, Commission File No. 000-50256, filed on December 6, 2006) |
| 3.4 | Bylaws (previously filed as and incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-11, Commission File No. 333-111674, filed on December 31, 2003) |
| 3.5 | First Amendment to Bylaws (previously filed as and incorporated by reference to Exhibit 3(ii).1 to the Registrant’s Current Report on Form 8-K, Commission File No. 000-50256, filed on December 6, 2006) |
| 4.1 | Specimen certificate for common shares of beneficial interest, par value $.001 (previously filed as and incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-11, Commission File No. 333-111674, filed on December 31, 2003) |
| 10.28 | Amendment No.6, dated March 11, 2008, between Whitestone REIT Operating Partnership, L.P., Whitestone REIT Operating Partnership III, L.P., and KeyBank National Association, as agent for the consortium of lenders |
| 10.29 | Term Loan Agreement among Whitestone REIT Operating Partnership, L.P., Whitestone Pima Norte LLC, and KeyBank National Association, dated January 25, 2008 |
| 31.1* | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2* | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1 | Certificate of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2 | Certificate of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
____________
* Filed herewith.
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.
| WHITESTONE REIT | ||||
| By: | /s/ James C. Mastandrea | |||
| Dated: November 3, 2008 | James C. Mastandrea | |||
| Chief Executive Officer | ||||
| (Principal Executive Officer) | ||||
| By: | /s/ David K. Holeman | |||
| Dated: November 3, 2008 | David K. Holeman | |||
| Chief Financial Officer | ||||
| (Principal Financial and Principal Accounting Officer) | ||||