As filed with the Securities and Exchange Commission on August 9, 2011
Registration No. 333-157375
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3 TO
FORM S-11
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES
Apartment Trust of America, Inc.
(Exact name of registrant as specified in governing instruments)
4901 Dickens Road, Suite 101
Richmond, Virginia 23230
(804) 237-1335
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Stanley J. Olander, Jr.
Chief Executive Officer and Chairman
Apartment Trust of America, Inc.
4901 Dickens Road, Suite 101
Richmond, Virginia 23230
(804) 237-1335
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Lauren Burnham Prevost
Heath D. Linsky
Morris, Manning & Martin, LLP
1600 Atlanta Financial Center
3343 Peachtree Road, N.E.
Atlanta, Georgia 30326-1044
(404) 233-7000
(404) 365-9532 (Facsimile)
Approximate date of commencement of proposed sale to the public: As soon as practicable following
effectiveness of this Registration Statement.
If any of the Securities being registered on this Form are to be offered on a delayed or continuous
basis pursuant to Rule 415 under the Securities Act, check the following box: þ
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)
under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act,
check the following box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act,
check the following box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. o
If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. 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)
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer þ
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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The registrant hereby amends this registration statement on such date or dates as may be necessary
to delay its effective date until the registrant files a further amendment which specifically
states that this Registration Statement will thereafter become effective in accordance with Section
8(c) of the Securities Act of 1933 or until the Registration Statement becomes effective on such
date as the Commission, acting pursuant to said Section 8(c), may determine.
TABLE OF CONTENTS
DEREGISTRATION OF SHARES OF COMMON STOCK
Apartment Trust of America, Inc. (formerly known as Grubb & Ellis Apartment REIT, Inc.) (the
Registrant) filed a Registration Statement on Form S-11 (Commission File No. 333-157375) (the
Registration Statement) which was declared effective by the Securities and Exchange Commission on
July 17, 2009, pursuant to which the Registrant registered 105,000,000 shares of common stock. Of
the 105,000,000 shares of common stock registered, 100,000,000 shares were offered to the public
pursuant to the primary offering on a best efforts basis for $10.00 per share and 5,000,000
shares were offered pursuant to the Registrants distribution reinvestment plan at a purchase price
of $9.50 per share.
As of close of business on July 17, 2011, the Registrant had sold a total of 3,720,941 shares
pursuant to the Registration Statement, including 2,992,777 shares sold to the public pursuant to
the primary offering and 728,164 shares sold pursuant to the distribution reinvestment plan. The
Registrant terminated the offering of the shares covered by the Registration Statement effective as
of the close of business on July 17, 2011, and hereby deregisters the remaining 101,279,059 shares
which were previously registered under the Registration Statement and remained unsold as of the
close of business on July 17, 2011.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-11 and has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on
the 9th day of August, 2011.
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APARTMENT TRUST OF AMERICA, INC.
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By: |
/s/ Stanley J. Olander, Jr.
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Stanley J. Olander, Jr., |
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Chief Executive Officer and Chairman |
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Pursuant to the requirements of the Securities Act of 1933, as amended, this registration
statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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/s/ Stanley J. Olander, Jr.
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Chief Executive Officer and
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August 9, 2011 |
Stanley J. Olander, Jr.
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Chairman of the Board (Principal Executive Officer) |
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Chief Financial Officer
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August 9, 2011 |
B. Mechelle Lafon
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(Principal Financial Officer and Principal Accounting Officer) |
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Director
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August 9, 2011 |
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Andrea R. Biller |
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Director
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August 9, 2011 |
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Glenn W. Bunting, Jr. |
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Director
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August 9, 2011 |
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Robert A. Gary, IV |
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Director
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August 9, 2011 |
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Richard S. Johnson |
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*/s/ Stanley J. Olander, Jr.
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Stanley J. Olander, Jr., as attorney in fact |
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