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, 2004 | |
OR | |
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 33-11396-A
LMR Land Company, Ltd. |
(Exact name of registrant as specified in its charter) |
Tennessee | 62-1299384 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
3310 West End Avenue, Suite 490 | 37203 | |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number including area code (615) 292-1040
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest |
(Title of Class) |
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 past 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 |
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 an accelerated filer (as defined in Rule 12b-2 of the Act).
Yes | No X |
The aggregate sales price of the Units of Limited Partnership Interest to non-affiliates was $7,500,000 as of April 22, 1986. This does not reflect market value, but is the price at which these Units of Limited Partnership Interest were sold to the public. There is no current market for these Units.
DOCUMENTS INCORPORATED BY REFERENCE
Documents Incorporated by Reference in Part IV:
Prospectus of Registrant, dated April 1 1987. As filed pursuant to Rule 424(b) of the Securities and Exchange Commission.
Explanatory Note to Form 10-K/A Amendment No. 1
This Amendment No. 1 (this "Amendment") to the annual report on Form 10-K is being filed only to revise the language in Part II, Item 9(a) Controls and Procedures, and paragraph 4(b) of Exhibits 31.1 and 31.2 to accurately reflect the timing of the evaluation of controls and procedures by the President and Vice President of the General Partner of the Registrant. Specifically, we are clarifying our previous disclosure to state the evaluation date as of December 31, 2004; where originally reported as "within 90 days of the filing date of this report" (the original Form 10-K, filed on March 29, 2005).
Except for the matters described above, this Form 10-K/A does not modify or update disclosures in, or exhibits to, the Form 10-K. Furthermore, this amendment does not change any previously reported financial results. This Amendment does not reflect events occurring after the filing of the Form 10-K or modify or update those disclosures affected by subsequent events.
PART II
Item 9(a). Controls and Procedures
The Registrant maintains controls and procedures designed to ensure that information required to be disclosed in the reports that the Registrant files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based upon their evaluation of those controls and procedures performed as of December 31, 2004, the President and Vice President of General Partner of the Registrant concluded that the Registrant's disclosure controls and procedures were adequate.
There have been no significant changes in the Registrant's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.
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, thereto duly authorized.
LMR LAND COMPANY, LTD. | ||
By: 222 LMR, Ltd. | ||
General Partner | ||
By: 222 Partners, Inc. | ||
General Partner | ||
DATE: June 9, 2005 | By: /s/Steven D. Ezell | |
President and Chief Executive Officer | ||
DATE: June 9, 2005 | By: /s/Michael A. Hartley | |
Vice President and Chief Financial Officer | ||
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.
LMR LAND COMPANY, LTD. | |
By: 222 LMR, Ltd. | |
General Partner | |
By: 222 Partners, Inc. | |
General Partner | |
DATE: June 9, 2005 | By: /s/Steven D. Ezell |
President and Chief Executive Officer | |
DATE: June 9, 2005 | By: /s/Michael A. Hartley |
Vice President and Chief Financial Officer |
Supplemental Information to be Furnished with Reports filed Pursuant to Section 15(d) of the Act by Registrant Which Have Not Registered Securities Pursuant to Section 12 of the Act:
No annual report or proxy material has been sent to security holders.
Exhibit 31.1
CERTIFICATION
I, Steven D. Ezell, certify that:
1. I have reviewed this annual report on Form 10-K of LMR Land Company, Ltd.
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure and control procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of December 31, 2004 based on such evaluation; and
c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the Registrant's fourth quarter in the case of this report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors:
a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.
LMR LAND COMPANY, LTD. By: 222 LMR, Ltd., General Partner | |||
By: 222 Partners, Inc. general partner of 222 LMR, Ltd. | |||
DATE: June 9, 2005 | By:/s/ Steven D. Ezell | ||
President and Chief Executive Officer | |||
Exhibit 31.2
CERTIFICATION
I, Michael A Hartley, certify that:
1. I have reviewed this annual report on Form 10-K of LMR Land Company, Ltd.
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure and control procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of December 31, 2004, based on such evaluation; and
c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the Registrant's fourth quarter in the case of this report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors:
a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
LMR LAND COMPANY, Ltd | ||
By: 222 LMR, Ltd., General Partner | ||
By: 222 Partners, Inc., general partner of 222 LMR, Ltd. | ||
DATE: June 9, 2005 | By:/s/ Michael A. Hartley | |
Vice President and Chief Financial Officer | ||
SECTION 1350 CERTIFICATIONS
To my knowledge, this Report on Form 10-K/A for the year ended December 31, 2004, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of LMR Land Company, Ltd.
LMR LAND COMPANY, Ltd | ||||
By: 222 LMR, Ltd., General Partner | ||||
By: 222 Partners, Inc., general partner of 222 LMR, Ltd. | ||||
Date: June 9, 2005 | By:/s/ Steven D. Ezell | |||
President and Chief Executive Officer | ||||
Date: June 9, 2005 | By:/s/ Michael A. Hartley | |||
Vice President and Chief Financial Officer | ||||
