Attached files
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| EX-31 - AMENDED CERTIFICATION 302 - CAPITAL REALTY INVESTORS LTD | exhibit31_10ka-cri1.htm |
| EX-32 - AMENDED CERTIFICATION 906 - CAPITAL REALTY INVESTORS LTD | exhibit32_10ka-cri1.htm |
United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 10-K/A
Amendment No. 1 to Form 10-K
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2009
OR
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 1-11149
CAPITAL REALTY INVESTORS, LTD.
(Exact Name of Issuer as Specified in its Charter)
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District of Columbia
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52-1219926
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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11200 Rockville Pike
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Rockville, MD
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20852
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(Address of Principal Executive Offices)
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(ZIP Code)
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(301) 468-9200
(Issuer’s Telephone Number, Including Area Code)
_____________________
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ¨ No þ
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
Yes ¨ No þ
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 þ 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:
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of Aaccelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company þ
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No þ
The units of limited partner interest of the Registrant are not traded in any market. Therefore, the units of limited partner interest had neither a market selling price nor an average bid or asked price.
DOCUMENTS INCORPORATED BY REFERENCE
EXPLANATORY NOTE
Capital Realty Investors, Ltd. (the “Partnership”) filed its annual report on Form 10-K (the “Form 10-K”) with the Securities and Exchange Commission (the “Commission”) on May 18, 2010. This Amendment No. 1 to Form 10-K (this “Amendment”) is being filed in response to a comment letter received from the Securities and Exchange Commission dated July 1, 2010 requesting changes to Exhibits 31.1, 31.2, and 32 as further described herein. The purpose of this Annual Report on Form 10-K/A is to amend and file the following new certifications for the Company: (1) the Section 302 certifications of the Chief Executive Officer and the Chief Financial Officer so that the introductory portion of bullet point 4 includes the reference to the certifying officers’ responsibility for establishing and maintaining internal control over financial reporting, as well as paragraph 4(b), and (2) the certification of its principal executive officer and principal financial officer pursuant to Rule 13a-14(a) /15d-14(a) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act to correctly reference the Form 10-K for the year ended December 31, 2009 of Capital Realty Investors, Ltd.
Unless otherwise expressly set forth herein, this Amendment does not modify or update the disclosure in, or exhibits to, the Form 10-K or reflect events occurring after the filing of the Form 10-K.
2
CAPITAL REALTY INVESTORS, LTD.
Amendment to Annual Report – Form 10-K/A Filing
Table of Contents
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Page
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PART IV
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Item 15. Exhibits
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4
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SIGNATURES
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5
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3
Item 15. EXHIBITS
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Exhibit No.
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Description
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31.1
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Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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31.2
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Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32
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Certification of Principal Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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4
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.
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CAPITAL REALTY INVESTORS, LTD.
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(Registrant)
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September 1, 2010
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By: /s/ William B. Dockser
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DATE
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William B. Dockser
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Director, Chairman of the Board,
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and Treasurer
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Principal Executive Officer
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In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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September 1, 2010
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By: /s/ H. William Willoughby
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DATE
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H. William Willoughby
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Director, President, Secretary,
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Principal Financial Officer and
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Principal Account Officer
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5