Jones Lang LaSalle Income Property Trust, Inc. - FORM 10-K/A

Attached files

Attached files

Jones Lang LaSalle Income Property Trust, Inc. Reports

Also read

file	filename
EX-31.1 - EX-31.1 - Jones Lang LaSalle Income Property Trust, Inc.	exhibit31110-ka.htm
EX-32.2 - EX-32.2 - Jones Lang LaSalle Income Property Trust, Inc.	exhibit32210-ka.htm
EX-31.2 - EX-31.2 - Jones Lang LaSalle Income Property Trust, Inc.	exhibit31210-ka.htm
EX-32.1 - EX-32.1 - Jones Lang LaSalle Income Property Trust, Inc.	exhibit32110-ka.htm
EX-99.1 - EX-99.1 - Jones Lang LaSalle Income Property Trust, Inc.	exhibit991111sutterfinanic.htm

________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________

FORM 10-K/A

(Amendment No. 1)

________________________________



ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2012



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: 0-51948

_________________________________

Jones Lang LaSalle Income Property Trust, Inc.

(Exact name of registrant as specified in its charter)

_________________________________



Maryland		20-1432284
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

200 East Randolph Drive, Chicago, IL, 60601

(Address of principal executive offices, including Zip Code)

(312) 782-5800

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Title of each class

Class E Common Stock, $.01 par value

_________________________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No ý

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 ý No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation 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 ý No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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. ý

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):

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

As of June 29, 2012, the aggregate market value of the 24,037,104 shares of common stock held by non-affiliates of the Registrant was $234,732,351 based upon the last appraised value of $9.76 per share.

As of March 7, 2013, there were 26,444,843 shares of Class E Common Stock outstanding, 5,112,988 shares of Class A Common Stock outstanding, and 789,662 shares of Class M Common Stock outstanding.

_________________________________

DOCUMENTS INCORPORATED BY REFERENCE

Specified portions of the registrant’s proxy statement, which were filed with the Commission pursuant to Regulation 14A in connection with the registrant’s 2013 Annual Meeting of Stockholders, are incorporated by reference into Part III of this annual report.

EXPLANATORY NOTE

Jones Lang LaSalle Income Property Trust, Inc. (the “Company”) is filing this Amendment No. 1 to its Annual Report on Form 10-K for the year ended December 31, 2012 (this “Amended Report”), which was originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 7, 2013 (the “Original Report”), to include the financial statements of CEP Investors XII LLC (“CEP Investors”), as required under Rule 3-09 of Regulation S-X. This Amended Report does not affect any other items in the Original Report.

The Amended Report is being filed solely to include the separate financial statements of CEP Investors as provided in Exhibit 99.1 attached hereto. In addition, in connection with the filing of this Amended Report and pursuant to Rule 12b-15 of the Securities Exchange Act of 1934, as amended, the currently dated certifications of the principal executive officer and principal financial officer of the Company are attached as exhibits hereto.

Item 15 is the only portion of the Original Report being supplemented or amended by this Amended Report. Except as described above, this Amended Report does not amend, update or change the financial statements or any other items or disclosures contained in the Original Report and does not otherwise reflect events occurring after the original filing date of the Original Report. Accordingly, this Amended Report should be read in conjunction with the Company’s filings with the SEC subsequent to the filing of the Original Report.

PART IV



Item 15.	Exhibits, Financial Statement Schedules.


(a)	The following documents were filed as part of the Original Report.

Financial Statements:

Report of Independent Registered Public Accounting Firm.

Consolidated Balance Sheets as of December 31, 2012 and 2011.

Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2012, 2011 and 2010.

Consolidated Statements of Equity for the years ended December 31, 2012, 2011 and 2010.

Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010.

Notes to Consolidated Financial Statements.

Financial Statement Schedule:

Schedule III—Real Estate and Accumulated Depreciation as of December 31, 2012.


(b)	The Index of Exhibits below is filed as part of or incorporated herein by reference into this report.


(c)	The financial statements required by Rule 3-09 of Regulation S-X are included in Exhibit 99.1 to this Amended Report.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant, Jones Lang LaSalle Income Property Trust, Inc., has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



Jones Lang LaSalle Income Property Trust, Inc.

By:	/s/ C. Allan Swaringen
	C. Allan Swaringen
	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this amended Registration Statement has been signed by the following persons in the capacities and on the dates as indicated.



Name		Title	Date

/s/ C. Allan Swaringen		Chief Executive Officer (Principal Executive Officer)	August 26, 2013
C. Allan Swaringen

/s/ Gregory A. Falk		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	August 26, 2013
Gregory A. Falk

*		Chairman of the Board	August 26, 2013
Lynn C. Thurber

*		Director	August 26, 2013
Virginia G. Breen

*		Director	August 26, 2013
Jonathan B. Bulkeley

*		Director	August 26, 2013
Jacques N. Gordon

*		Director	August 26, 2013
Thomas F. McDevitt

*		Director	August 26, 2013
Peter H. Schaff

*		Director	August 26, 2013
William E. Sullivan


*By:	/s/ C. Allan Swaringen	Attorney-in-Fact	August 26, 2013
	C. Allan Swaringen



Exhibit Number		Description

3.1		Second Articles of Amendment and Restatement (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on September 28, 2012).

3.2		Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed with the SEC on September 28, 2012).

4.1		Form of Subscription Agreement (incorporated by reference to Exhibit 4.1 to Pre-Effective Amendment No. 7 to the Company's Registration Statement on Form S-11 (SEC File No. 333-177963) filed on September 28, 2012).

4.2		Distribution Reinvestment Plan (incorporated by reference to Exhibit 4.2 to Pre-Effective Amendment No. 7 to the Company's Registration Statement on Form S-11 (SEC File No. 333-177963) filed on September 28, 2012).

10.1		First Amended and Restated Advisory Agreement between Jones Lang LaSalle Income Property Trust, Inc. and LaSalle Investment Management, Inc. (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on September 28, 2012).

10.2		Jones Lang LaSalle Income Property Trust, Inc. 2012 Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on September 28, 2012).

10.3		Independent Directors Compensation Plan (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the SEC on September 28, 2012).

10.4		License Agreement by and between Jones Lang LaSalle Income Property Trust, Inc. and Jones Lang LaSalle IP, Inc. dated as of November 14, 2011 (incorporated by reference to Exhibit 10.16 to the Company's Registration Statement on Form S-11, Commission File No. 333-177963, filed with the SEC on November 14, 2011).

10.5		Subscription Agreement by and among Jones Lang LaSalle Income Property Trust, Inc. and LIC II Solstice Holdings, LLC, dated as of August 8, 2012 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on August 9, 2012).

16.1		Letter from PricewaterhouseCoopers LLP to the SEC dated March 15, 2012 (incorporated by reference to Exhibit 16.1 to the Company's Current Report on Form 8-K filed with the SEC on March 16, 2012).

21.1		Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Company's Annual Report on Form 10-K filed with the SEC on March 7, 2013).

24.1		Power of Attorney (incorporated by reference to Exhibit 24.1 to the Company's Annual Report on Form 10-K filed with the SEC on March 7, 2013).

31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.1		Consolidated Financial Statements of CEP Investors XII LLC.

101.INS		XBRL Instance Document (incorportated by reference to the Company's Annual Report on Form 10-K filed with the SEC on March 7, 2013).

101.SCH		XBRL Schema Document (incorportated by reference to the Company's Annual Report on Form 10-K filed with the SEC on March 7, 2013).

101.CAL		XBRL Calculation Linkbase Document (incorportated by reference to the Company's Annual Report on Form 10-K filed with the SEC on March 7, 2013).

101.DEF		Definition Linkbase Document (incorportated by reference to the Company's Annual Report on Form 10-K filed with the SEC on March 7, 2013).




101.LAB		XBRL Labels Linkbase Document (incorportated by reference to the Company's Annual Report on Form 10-K filed with the SEC on March 7, 2013).

101.PRE		XBRL Presentation Linkbase Document (incorportated by reference to the Company's Annual Report on Form 10-K filed with the SEC on March 7, 2013).

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company