UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2007
OR
¨ | 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 000-51651
WORLD MONITOR TRUST III – SERIES J
(Exact name of Registrant as specified in its charter)
Delaware | 20-2446281 | |
State or other jurisdiction of incorporation or organization | (I.R.S. Employer Identification No.) |
900 King Street, Suite 100, Rye Brook, New York 10573
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (914) 307-7000
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Series J Units of Beneficial Interest, Class I
(Title of class)
Series J Units of Beneficial Interest, Class II
(Title of class)
Indicate by check mark if Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether 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 Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
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 x
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 definition of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ¨ | Accelerated filer ¨ | |||
Non-accelerated filer x | Smaller Reporting Company ¨ |
Indicate by check mark whether Registrant is a shell company (ad defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
DOCUMENTS INCORPORATED BY REFERENCE
Annual Report to Unitholders for the year ended December 31, 2007 is incorporated by reference into Parts II and IV of this Annual Report on Form 10-K
Prospectus of Registrant filed pursuant to Rule 424(b) under the Securities Act of 1933 on December 31, 2007
Prospectus of Registrant filed pursuant to Rule 424(b) under the Securities Act of 1933 on April 27, 2007
Prospectus of Registrant filed pursuant to Rule 424(b) under the Securities Act of 1933 on January 12, 2007
Prospectus of Registrant filed pursuant to Rule 424(b) under the Securities Act of 1933 on December 22, 2006
Prospectus of Registrant filed pursuant to Rule 424(b) under the Securities Act of 1933 on April 25, 2006
Prospectus of Registrant filed pursuant to Rule 424(b) under the Securities Act of 1933 on January 6, 2006
Prospectus of Registrant filed pursuant to Rule 424(b) under the Securities Act of 1933 on December 23, 2005
Prospectus of Registrant filed pursuant to Rule 424(b) under the Securities Act of 1933 on May 13, 2005
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WORLD MONITOR TRUST III – SERIES J
Explanatory Note
The Form 10-K/A is being filed solely to correct the dates reported in Eisner LLP’s “Report of Independent Registered Public Accounting Firm” in the World Monitor Trust III – Series J Financial Statements and the WMTIII Series G/J Trading Vehicle LLC Financial Statements of Registrant’s Form 10-K previously filed on April 28, 2008, which are restated in their entirety herewith. Except for the foregoing amended information, no other changes have been made to the Form 10-K filed on April 28, 2008 by this amendment.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Managing Owner and Unitholders of
World Monitor Trust III – Series J
We have audited the accompanying statement of financial condition, including the condensed schedule of investments, of World Monitor Trust III – Series J (the “Series”) as of December 31, 2007, and the related statements of operations and changes in unitholder’s capital and financial highlights for the year ended December 31, 2007. These financial statements and financial highlights are the responsibility of the Series’ management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit.
We conducted our audit 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 and financial highlights are free of material misstatement. The Series is not required to have, nor were we engaged to perform, an audit of the Series’ internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion. 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 audit provides a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of World Monitor Trust III – Series J at December 31, 2007, and the results of its operations and changes in its unitholder’s capital and the financial highlights for the year ended December 31, 2007, in conformity with accounting principles generally accepted in the United States of America.
Eisner LLP
New York, New York
April 25, 2008
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Managing Member and Members of
World Monitor Trust III Series G/J Trading Vehicle LLC
We have audited the accompanying statement of financial condition, including the condensed schedule of investments, of World Monitor Trust III Series G/J Trading Vehicle LLC (the “Company”) as of December 31, 2007 (date of termination), and the related statements of operations and changes in members’ capital and financial highlights for the year ended December 31, 2007 (date of termination). These financial statements and financial highlights are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit.
We conducted our audit 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. The Company is not required to have, nor were we engaged to perform, an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion. 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 audit provides a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of World Monitor Trust III Series G/J Trading Vehicle LLC at December 31, 2007 (date of termination), and the results of its operations and changes in its members’ capital and the financial highlights for the year ended December 31, 2007 (date of termination), in conformity with accounting principles generally accepted in the United States of America.
Eisner LLP
New York, New York
April 25, 2008
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 6th day of May, 2008.
WORLD MONITOR TRUST III – SERIES J | ||||||
By: | Preferred Investment Solutions Corp. | |||||
Managing Owner | ||||||
By: | /s/ David K. Spohr | Date: May 6, 2008 | ||||
David K. Spohr | ||||||
Senior Vice President and Director of Fund Administration |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Registrant in the capacities indicated on May 6, 2008.
WORLD MONITOR TRUST III – SERIES J | ||||||
By: | Preferred Investment Solutions Corp. | |||||
Managing Owner | ||||||
By: | /s/ Kenneth A. Shewer | Date: May 6, 2008 | ||||
Kenneth A. Shewer | ||||||
Co-Chief Executive Officer | ||||||
(Principal Executive Officer) | ||||||
By: | /s/ David K. Spohr | Date: May 6, 2008 | ||||
David K. Spohr | ||||||
Senior Vice President and Director of Fund Administration | ||||||
(Principal Financial/Accounting Officer) |
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EXHIBIT INDEX
Exhibit Number | Description of Document | |
31.1 | Certification pursuant to Exchange Act Rules 13a-14 and 15d-14 (filed herewith) | |
31.2 | Certification pursuant to Exchange Act Rules 13a-14 and 15d-14 (filed herewith) | |
32.1 | Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith) | |
32.2 | Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith) |
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