UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
X | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 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: 000-51609
Inland American Real Estate Trust, Inc.
(Exact name of registrant as specified in its charter)
Maryland | 34-2019608 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
2901 Butterfield Road, Oak Brook, Illinois | 60523 |
(Address of principal executive offices) | (Zip Code) |
630-218-8000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common stock, $0.001 par value per share
(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 o No X
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 o No X
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 the filing requirements for the past 90 days.
Yes X Noo
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of 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.
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 definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act).
Large accelerated filer o Accelerated filer o Non-accelerated filer 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
While there is no established market for the registrant's shares of common stock, the registrant currently is conducting a follow-on offering of its shares of common stock pursuant to a registration statement on Form S-11. In each of its primary offerings, the registrant has sold shares of its common stock for $10.00 per share, with discounts available for certain categories of purchasers. The number of shares held by non-affiliates as of June 30, 2008 (the last business day of the registrant's most recently completed second fiscal quarter) was approximately 671,281,245.
As of March 17, 2009, there were 800,736,382 shares of the registrant's common stock outstanding.
Documents Incorporated by Reference: Portions of the registrant's proxy statement for the 2009 annual stockholders meeting which is expected to be filed no later than April 30, 2009 are incorporated by reference in Part III, Items 10, 11, 12, 13 and 14.
EXPLANATORY NOTE
We are filing this Amendment No. 1 to Form 10-K (this “Amendment”) to amend Item 8, “Consolidated Financial Statements and Supplementary Data,” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2008, as filed with the Securities and Exchange Commission on March 31, 2009 (the “Original Filing”). The Amendment is being filed to include the signed Report of Independent Registered Public Accounting Firm, which was inadvertently omitted from the Original Filing. In addition, in connection with the filing of this Amendment and pursuant to Rules 12b-15 and 13a-14 under the Securities Exchange Act of 1934, as amended, we are including with this Amendment currently dated certifications. Except as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and we have not updated the disclosures contai ned therein to reflect any events which occurred at a date subsequent to the filing of the Original Filing.
Part II
Item 8.
Consolidated Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Inland American Real Estate Trust, Inc.:
We have audited the accompanying consolidated balance sheets of Inland American Real Estate Trust, Inc. and subsidiaries as of December 31, 2008 and 2007, and the related consolidated statements of operations and other comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2008. In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedule III. These consolidated financial statements and financial statement schedule are the responsibility of the management of Inland American Real Estate Trust, Inc. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Inland American Real Estate Trust, Inc. and subsidiaries as of December 31, 2008 and 2007, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2008, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
/s/ KPMG LLP
Chicago, Illinois
March 30, 2009
Part IV
Item 15. Exhibits and Financial Statement Schedules
(a)
List of documents filed:
(3)
Exhibits:
The list of exhibits filed as part of this Amendment No. 1 to Form 10-K is set forth in (b) below and on the Exhibit Index attached hereto.
(b) Exhibits:
23.1 |
| Consent of KPMG LLP* |
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31.1 |
| Certification by Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* |
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31.2 |
| Certification by Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* |
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32.1 |
| Certification by Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* |
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32.2 |
| Certification by Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* |
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* 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.
INLAND AMERICAN REAL ESTATE TRUST, INC.
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| /s/ Brenda G. Gujral |
By: | Brenda G. Gujral |
| President and Director |
Date: | March 31, 2009 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature |
| Title | Date |
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By: /s/ Robert D. Parks Name: Robert D. Parks |
| Director and chairman of the board | March 31, 2009 |
By: /s/ Brenda G. Gujral Name: Brenda G. Gujral |
| Director and president (principal executive officer) | March 31, 2009 |
By: /s/ Lori J. Foust Name: Lori J. Foust |
| Treasurer and principal financial officer | March 31, 2009 |
By: /s/ Jack Potts Name: Jack Potts |
| Principal accounting officer | March 31, 2009 |
By: /s/ J. Michael Borden Name: J. Michael Borden |
| Director | March 31, 2009 |
By: /s/ David Mahon Name: David Mahon |
| Director | March 31, 2009 |
By: /s/ Thomas F. Meagher Name: Thomas F. Meagher |
| Director | March 31, 2009 |
By: /s/ Paula Saban Name: Paula Saban |
| Director | March 31, 2009 |
By: /s/ William J. Wierzbicki Name: William J. Wierzbicki |
| Director | March 31, 2009 |
By: /s/ Thomas F. Glavin Name: Thomas F. Glavin |
| Director | March 31, 2009 |
Exhibit Index
23.1 |
| Consent of KPMG LLP* |
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31.1 |
| Certification by Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* |
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31.2 |
| Certification by Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* |
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32.1 |
| Certification by Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* |
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32.2 |
| Certification by Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* |
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* Filed as part of this Amendment No. 1 to Form 10-K. |
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