10-K/A 1 a08-23221_110ka.htm 10-K/A

 

 

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, 2007

 

OR

 

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

 

Commission file number: 000-52596

 

Dividend Capital Total Realty Trust Inc.

(Exact name of registrant as specified in its charter)

 

Maryland

 

30-0309068

(State or other jurisdiction of incorporation or
organization)

 

(I.R.S. Employer Identification No.)

 

 

 

518 Seventeenth Street, 17th Floor, Denver, CO

 

80202

(Address of principal executive offices)

 

(Zip Code)

 

(303) 228-2200

(Registrant’s telephone number, including area code)

 

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

 

Title of each class

Common Stock, $0.01 par value

 

Name of each exchange on which registered

None

 

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

None

 

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

 

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 o  No x

 

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 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.                               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  x

 

Smaller reporting company  o

 

 

 

 

 

 

 

(Do not check if a smaller
reporting company)

 

 

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

 

Since there was no established market for the voting and non-voting common stock as of June 30, 2007, there was no market value for the shares of such stock held by non-affiliates of the registrant as of such date. As of March 14, 2008, there were 124,924,738 shares of common stock outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE: Portions of the Registrant’s Proxy Statement for the 2008 Annual Meeting of Stockholders, which we anticipate to be held in June 2008, are incorporated by reference in Part III.

 

 

 



 

EXPLANATORY NOTE

 

We are filing this Amendment No. 1 to our Annual Report on Form 10-K for the year ended December 31, 2007, as filed with the Securities and Exchange Commission (“SEC”) on March 27, 2008, in order to revise the Principal Executive Officer and Principal Financial Officer certifications originally filed as Exhibits 31.1 and 31.2, which inadvertently omitted certain language required to be disclosed.

 

This Form 10-K/A is limited in scope to the items identified above and should be read in conjunction with the Form 10-K and our other filings with the SEC.

 

This Form 10-K/A does not reflect events occurring after the filing of the Form 10-K or modify or update those disclosures affected by subsequent events. Consequently, all other information is unchanged and reflects the disclosures made at the time of the filing of the Form 10-K.

 

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(b) Exhibits

 

The following exhibits are filed as part of this Annual Report on Form 10-K/A:

 

31.1

Rule 13a-14(a) Revised Certification of Principal Executive Officer

31.2

Rule 13a-14(a) Revised Certification of Chief Financial Officer

 

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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 on September 10, 2008.

 

DIVIDEND CAPITAL TOTAL REALTY TRUST INC.

 

 

 

By:

/s/  GUY M. ARNOLD

 

Name:

Guy M. Arnold

 

Title:

President

 

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 indicated and on September 10, 2008.

 

Signature

 

Title

 

 

 

/s/  GUY M. ARNOLD

 

 

Guy M. Arnold

 

President (principal executive officer)

 

 

 

/s/  JOHN A. BLUMBERG

 

 

John A. Blumberg

 

Chairman of the Board and Director

 

 

 

/s/  CHARLES B. DUKE

 

 

Charles B. Duke

 

Director

 

 

 

/s/  DANIEL J. SULLIVAN

 

 

Daniel J. Sullivan

 

Director

 

 

 

/s/  JOHN E. BIALLAS

 

Chief Financial Officer (principal financial officer and principal accounting officer)

John E. Biallas

 

 

 

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