Amended Annual Report (10-k/a)
06 Abril 2016 - 1:14PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D. C. 20549
FORM
10-K/A
Amendment
No. 1
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2015
Commission
File Number: 000-54560
POWER
REIT
(Exact
name of registrant as specified in its charter)
Maryland
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45-3116572
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(State
of organization)
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(I.R.S.
Employer Identification No.)
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301
Winding Road, Old Bethpage, NY 11804
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code
(212)750-0371
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Name
of each exchange on which registered
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Shares
of Beneficial Interest, $0.001 par value
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NYSE
MKT
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7.75%
Series A Cumulative Redeemable
Perpetual
Preferred Stock,
Liquidation
Preference $25 per Share
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NYSE
MKT
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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 [ ]
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 [ ]
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 requirement 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 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
[X] 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, 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 [ ]
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Accelerated
filer [ ]
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Non-accelerated
filer [ ]
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Smaller
reporting company [X]
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes
[ ] No [X]
The
aggregate market value of the voting common equity of the Registrant held by non-affiliates as of June 30, 2015, the Registrant’s
most recently completed second fiscal quarter, was approximately $5,700,000, computed by reference to the closing price of the
Registrant’s shares of beneficial interest (“common shares” or “common stock”) on June 30, 2015
of $5.80. For purposes of this calculation, common shares held by persons who hold more than 5% of the outstanding shares and
shares held by executive officers and trustees have been excluded. This is not a determination of affiliate or executive officer
status for any other purpose. The Registrant has no non-voting common equity.
As
of March 28, 2016, there were 1,742,688 common shares outstanding and 144,636 Series A $25 par value Preferred Stock outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE
Part
III of this annual report on Form 10-K incorporates by reference information in Registrant’s definitive proxy statement
to be filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) within 120 days
after December 31, 2015.
EXPLANATORY
NOTE
The sole purpose of this Amendment
No. 1 to the Annual Report on Form 10-K for the year ended December 31, 2015 of Power REIT (the
“Company”) filed with the Securities and Exchange Commission on March 30, 2016 (the “Form 10-K”) is
to furnish Exhibits 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T.
No other changes have been made to the
Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events
that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the
original Form 10-K.
EXHIBIT INDEX
Exhibit
2.1
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Agreement
and Plan of Merger by and among Pittsburgh & West Virginia Railroad, Power REIT and Power REIT PA, LLC, dated December
1, 2011, incorporated herein by reference to such exhibit to the Registrant’s current report on Form 8-K filed with
the Commission as of December 5, 2011.
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Exhibit
3.1
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Declaration
of Trust of Power REIT, dated August 25, 2011, as amended and restated November 28, 2011 and as supplemented effective February
12, 2014, incorporated herein by reference to such exhibit to the Registrants Form 10-K filed with the Commission as of April
1, 2014.
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Exhibit
3.2
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Bylaws
of Power REIT, dated October 20, 2011, incorporated herein by reference to the Registrant’s registration statement on
Form S-4 filed with the Commission as of November 8, 2011.
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Exhibit
10.1
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Lease
Agreement between Pittsburgh & West Virginia Railway Company and Norfolk & Western Railway Company, dated July 12,
1962, incorporated herein by reference to such exhibit to the Registrant’s current report on Form 8-K filed with the
Commission as of April 2, 2013.
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Exhibit
10.2.1
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Promissory
Note A from PW Tulare Solar, LLC to Hudson Bay Partners, LP, relating to the acquisition of real property in Tulare County,
California, incorporated herein by reference to such exhibit to the Registrant’s current report on Form 8-K filed with
the Commission as of July 15, 2013.
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Exhibit
10.2.2
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Promissory
Note B from PW Tulare Solar, LLC to Hudson Bay Partners, LP, relating to the acquisition of real property in Tulare County,
California, incorporated herein by reference to such exhibit to the Registrant’s current report on Form 8-K filed with
the Commission as of July 15, 2013.
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Exhibit
10.2.3
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Deed
of Trust between PW Tulare Solar, LLC and Hudson Bay Partners, LP, relating to the acquisition of real property in Tulare
County, California, incorporated herein by reference to such exhibit to the Registrant’s current report on Form 8-K
filed with the Commission as of July 15, 2013.
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Exhibit
10.2.4
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Guaranty
from Power REIT to Hudson Bay Partners, LP, relating to the acquisition of real property in Tulare County, California, incorporated
herein by reference to such exhibit to the Registrant’s current report on Form 8-K filed with the Commission as of July
15, 2013.
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Exhibit
10.3
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At
Market Issuance Sales Agreement between Power REIT and MLV & Co. LLC, dated March 28, 2013, incorporated herein by reference
to such exhibit to the Registrant’s current report on Form 8-K filed with the Commission as of March 29, 2013.
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Exhibit
10.4
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Power
REIT 2012 Equity Incentive Plan, incorporated herein by reference to such exhibit to the Registrant’s current report
on Form 8-K filed with the Commission as of March 29, 2013.
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Exhibit
14.1
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Code
of Business Conduct and Ethics, incorporated herein by reference to such exhibit to the Registrant’s annual report on
Form 10-K filed with the Commission as of March 28, 2012.
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Exhibit
21.1*
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Subsidiaries
of the Registrant.
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Exhibit
23.1*
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Consent
of MaloneBailey, LLP.
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Exhibit
31.1
*
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Sarbanes-Oxley
Act Section 302 Certification of David H. Lesser.
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Exhibit
32.1
*
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Sarbanes-Oxley
Act Section 906 Certification of David H. Lesser, file.
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Exhibit
101**
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Interactive
data files pursuant to Rule 405 of Regulation S-T, as of and for the year ended December 31, 2015: (i) Consolidated Balance
Sheet, (ii) Consolidated Statement of Operations, (iii) Consolidated Statement of Changes in Equity, Consolidated Statement
of Cash Flows and (iv) Notes to the Consolidated Financial Statements.
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* Previously Filed.
** Furnished Herewith.
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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POWER
REIT
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By:
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/s/
David H. Lesser
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David
H. Lesser
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Chairman,
CEO, Secretary and Treasurer
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(Principal
executive officer, principal
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financial
officer and principal accounting officer)
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Date:
April
6, 2016
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Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons, in the
capacities and on the dates indicated.
Name
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Title
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Date
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/s/
David H. Lesser
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Trustee
and Chairman of the Board of
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April
6, 2016
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David
H. Lesse
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Trustees,
CEO, Secretary and Treasurer
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/s/
Virgil E. Wenger
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Trustee
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April
6, 2016
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Virgil
E. Wenger
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/s/
William S. Susman
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Trustee
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April
6, 2016
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William
S. Susman
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/s/
Patrick R. Haynes, III
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Trustee
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April
6, 2016
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Patrick
R. Haynes, III
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