UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 10, 2004
AMREIT
(Exact name of Registrant as specified in its Charter)
Texas 0-28378 76-0410050
(State or other jurisdiction of (Commission file (I.R.S. Employer
incorporation or organization) number) Identification Number)
8 Greenway Plaza, Suite 1000, Houston, Texas 77046
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 850-1400
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
On November 10, 2004 the Company issued a press release announcing its
financial results for its third quarter ended September 30, 2004. A copy of the
press release issued by the Company is attached hereto as Exhibit 99.1. Also
attached as Exhibit 99.2 to this report are the slides which accompany this
press release.
The Company's press release announcing its financial results for its third
quarter ended September 30, 2004 contains non-GAAP financial measures.
Generally, a non-GAAP financial measure is a numerical measure of a company's
performance, financial position, or cash flows that either excludes or includes
amounts that are not normally excluded or included in the most directly
comparable measure calculated and presented in accordance with United States
generally accepted accounting principles, or GAAP. Pursuant to the requirements
of Regulation G, the Company has provided quantitative reconciliations within
the press release of the non-GAAP financial measures to the most directly
comparable GAAP financial measures.
The press release attached to this Form 8-K as Exhibit 99.1 shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to liabilities of that Section.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits. The following exhibits are furnished as part of this
current Report on Form 8-K:
99.1 Press release dated November 10, 2004
99.2 Slide presentation
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: November 10, 2004
AMREIT
By: /s/ Chad C. Braun
----------------------------
Chad C. Braun
Executive Vice President and
Chief Financial Officer
3
INDEX TO EXHIBITS
99.1 Press release dated November 10, 2004
99.2 Slide presentation
4