Attached files

file filename
EX-31.1 - SECTION 302 CEO CERTIFICATION - CIL&D, LLCd283179dex311.htm
EX-31.2 - SECTION 302 CFO CERTIFICATION - CIL&D, LLCd283179dex312.htm
EX-32 - SECTION 906 CEO & CFO CERTIFICATION - CIL&D, LLCd283179dex32.htm

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q/A

(Amendment No.1)

 

 

(Mark One)

 

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2011

 

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to            

Commission File Number 000-33433

 

 

KAISER VENTURES LLC

(Exact name of small business issuer as specified in its charter)

 

 

 

DELAWARE   33-0972983
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)

3633 East Inland Empire Blvd., Suite 480

Ontario, California 91764

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (909) 483-8500

No Change

(Former name, former address and former fiscal year, if change 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   ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes   x     No   ¨

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   ¨   Accelerated filer   ¨
Non-accelerated filer   ¨ (Do not check if a smaller reporting company)   Smaller reporting company   x

Indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.):    Yes  ¨    No  x

At November 1, 2011, the registrant had 6,957,712 Class A Units outstanding including: (i) 104,267 Class A Units outstanding but reserved for distribution to the general unsecured creditors in the Kaiser Steel Corporation bankruptcy; (ii) 113,101 Class A Units outstanding and reserved for issuance to holders of Kaiser Ventures Inc. stock that have to convert such stock into Kaiser Ventures LLC Class A Units; and (iii) 84,612 units outstanding that are subject to certain vesting requirements.

 

 

 


KAISER VENTURES LLC AND SUBSIDIARIES

EXPLANATORY NOTE:

The sole purpose of this Form 10-Q/A, Amendment No. 1 to Annual Report on Form 10-Q for the period year ended September 30, 2011, is to amend and restate Part I. Item 3. Controls and Procedures. The purpose of this amendment is to clarify that the evaluation of the effectiveness of the design and operation of the Companies disclosure controls and procedures was as of the end of the period covered by this Report on Form 10-Q.

Except for the forgoing, no other information included in the original Report on Form 10-Q for the period ended December 31, 2010, is amend in this Form 10-Q/A. Accordingly, this Form 10-Q/A does not reflect any subsequent information or events occurring after the date of the filing of the original Report on Form 10-Q for the period ended September 30, 2011.

 

Item 3. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-14.

Based on its review of the Company’s disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its subsidiaries) that is required to be included in the Company’s periodic Securities and Exchange Commission filings. Specifically, since 2007, the Company has: (a) requested annually that all of the critical employees, officers and Members of the Board of Managers of the Company complete an extensive internal control and risk management questionnaire; and (b) internally reviewed and tested the implementation of its internal controls against the Company’s written control procedures. The above conclusions are based upon the work performed. Additionally, as previously noted, the effectiveness of the Company’s disclosure controls and procedures are evaluated effective as of the end of each calendar quarter.

 

Item 6. EXHIBITS

 

A. Exhibits

The following exhibits are files as part of (or are furnished with) this Report on Form 10-Q/A.

Exhibit 31.1 – Certificate of Richard E. Stoddard, Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a).

Exhibit 31.2 – Certificate of James F. Verhey, Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a).

Exhibit 32 – Certificate of Richard E. Stoddard, Chief Executive Officer, and James F. Verhey, Chief Financial Officer, pursuant to Section 1350.


KAISER VENTURES LLC AND SUBSIDIARIES

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  KAISER VENTURES LLC
Date: January 13, 2012  

/s/ Richard E. Stoddard

  Richard E. Stoddard
  President and Chief Executive Officer
  Principal Executive Officer
Date: January 13, 2012  

/s/ James F. Verhey

  James F. Verhey
  Executive Vice President - Finance & CFO
  Principal Financial and Accounting Officer

 

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