Whitestone REIT — Interim / Quarterly Report 2008

Nov 3, 2008

10-Q/A 1 t63924a_10qa.htm FORM 10-Q/A (AMENDMENT NO. 1) t63924a_10qa.htm Licensed to: tsf Document Created using EDGARizer 4.0.6.1 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

| 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

	Page
PART I
Item 4T. Controls and Procedures.	1
PART II.
Item 6. Exhibits	2

PART I

FINANCIAL INFORMATION

Item 4T. Controls and Procedures

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.

PART II

OTHER INFORMATION

Item 6. Exhibits

Exhib it 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.

| 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) |