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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20546
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934
AMREIT
(Exact name of registrant as specified in its charter)
TEXAS 76-0410050
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
8 GREENWAY PLAZA, SUITE 1000
HOUSTON, TEXAS 77046
(Address of principal (Zip Code)
executive offices)
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to general
Instruction A.(c), please check the following box. |_|
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. |X|
Securities Act registration statement file number to which this form
relates: 333-114432.
Securities to be registered pursuant to Section 12(b) of the Act: None.
Securities to be registered pursuant to Section 12(g) of the Act: Class D
Common Shares of Beneficial Interest.
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The information set forth under the heading "Description of AmREIT Capital
Shares - Class D Common Shares" in the prospectus that is part of the
Registration Statement on Form S-11 originally filed by the Registrant on April
13, 2004, as amended (Registration No. 333-114432), is hereby incorporated by
reference.
ITEM 2. EXHIBITS
Exhibit No. Description
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3.1 Amended and Restated Declaration of Trust (incorporated by reference
to Exhibit 3.1 to AmREIT's Annual Report on Form 10-KSB (No.
1-31397) for the fiscal year ended December 31, 2002).
3.2 Bylaws (incorporated by reference to Exhibit 3.2 to the Registrant's
Registration Statement on Form S-2 (Registration No. 333-124268)
originally filed on April 22, 2005).
4.1 Statement of Designation of Class D Common Shares (incorporated by
reference to Exhibit 4.4 to AmREIT's Registration Statement on
Form S-2 (Registration No. 333-124268), originally filed on
April 22, 2005).
4.2 Specimen Class D Common Shares.*
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* To be filed by amendment
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
Date: May 2, 2005 AMREIT
By:/s/ Chad C. Braun
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Chad C. Braun
Executive Vice President, Chief Financial
Officer and Secretary