0001172661-12-000208.txt : 20120214 0001172661-12-000208.hdr.sgml : 20120214 20120214132303 ACCESSION NUMBER: 0001172661-12-000208 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120214 DATE AS OF CHANGE: 20120214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RYLAND GROUP INC CENTRAL INDEX KEY: 0000085974 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 520849948 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32337 FILM NUMBER: 12607083 BUSINESS ADDRESS: STREET 1: 3011 TOWNSGATE ROAD STREET 2: SUITE 200 CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91361-3027 BUSINESS PHONE: (805) 367-3800 MAIL ADDRESS: STREET 1: 3011 TOWNSGATE ROAD STREET 2: SUITE 200 CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91361-3027 FORMER COMPANY: FORMER CONFORMED NAME: RYAN JAMES P CO DATE OF NAME CHANGE: 19720414 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GEM REALTY ADVISORS, LLC CENTRAL INDEX KEY: 0001283672 IRS NUMBER: 364212050 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 900 N MICHIGAN AVE STREET 2: STE 1450 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 3129152900 MAIL ADDRESS: STREET 1: 900 N MICHIGAN AVE STREET 2: STE 1450 CITY: CHICAGO STATE: IL ZIP: 60611 FORMER COMPANY: FORMER CONFORMED NAME: GEM VALUE PARTNERS LLC DATE OF NAME CHANGE: 20040315 SC 13G/A 1 RYL123111a1.txt SCHEDULE 13G AMENDMENT FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) The Ryland Group, Inc. (Name of Issuer) Common Stock, par value $1.00 per share (Title of Class of Securities) 783764103 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 783764103 1. Names of Reporting Person I.R.S. Identification Nos. of above person GEM Realty Advisors, LLC 2. Check the Appropriate Box if a Member Of a Group [ ] (a) [X] (b) 3. SEC Use Only 4. Citizenship or Place of Organization State of Delaware 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 2,890,500 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 2,890,500 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,890,500 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 6.51% 12. Type of Reporting Person IA/OO CUSIP No. 783764103 1. Names of Reporting Person I.R.S. Identification Nos. of above person GEM Capital, L.L.C. 2. Check the Appropriate Box if a Member Of a Group [ ] (a) [X] (b) 3. SEC Use Only 4. Citizenship or Place of Organization State of Delaware 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 2,890,500 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 2,890,500 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,890,500 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 6.51% 12. Type of Reporting Person HC/OO CUSIP No. 783764103 1. Names of Reporting Person I.R.S. Identification Nos. of above person GEM MM, LLC 2. Check the Appropriate Box if a Member Of a Group [ ] (a) [X] (b) 3. SEC Use Only 4. Citizenship or Place of Organization State of Delaware 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 2,890,500 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 2,890,500 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,890,500 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 6.51% 12. Type of Reporting Person OO CUSIP No. 783764103 1. Names of Reporting Person I.R.S. Identification Nos. of above person Atrium GEM Partners, LLC 2. Check the Appropriate Box if a Member Of a Group [ ] (a) [X] (b) 3. SEC Use Only 4. Citizenship or Place of Organization State of Delaware 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 2,890,500 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 2,890,500 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,890,500 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 6.51% 12. Type of Reporting Person HC/OO CUSIP No. 783764103 1. Names of Reporting Person I.R.S. Identification Nos. of above person GEM Realty Securities, L.P. 2. Check the Appropriate Box if a Member Of a Group [ ] (a) [X] (b) 3. SEC Use Only 4. Citizenship or Place of Organization State of Delaware 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 885,300 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 885,300 9. Aggregate Amount Beneficially Owned by Each Reporting Person 885,300 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 1.99% 12. Type of Reporting Person PN CUSIP No. 783764103 1. Names of Reporting Person I.R.S. Identification Nos. of above person GEM Realty Securities, Ltd. 2. Check the Appropriate Box if a Member Of a Group [ ] (a) [X] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Cayman Islands 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 2,005,200 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 2,005,200 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,005,200 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 4.51% 12. Type of Reporting Person CO CUSIP No. 783764103 1. Names of Reporting Person I.R.S. Identification Nos. of above person Norman S. Geller 2. Check the Appropriate Box if a Member Of a Group [ ] (a) [X] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Cayman Islands 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 2,890,500 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 2,890,500 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,890,500 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 6.51% 12. Type of Reporting Person IN/HC CUSIP No. 783764103 1. Names of Reporting Person I.R.S. Identification Nos. of above person Michael A. Elrad 2. Check the Appropriate Box if a Member Of a Group [ ] (a) [X] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Cayman Islands 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 2,890,500 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 2,890,500 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,890,500 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 6.51% 12. Type of Reporting Person IN/HC CUSIP No. 783764103 1. Names of Reporting Person I.R.S. Identification Nos. of above person Barry A. Malkin 2. Check the Appropriate Box if a Member Of a Group [ ] (a) [X] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Cayman Islands 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 2,890,500 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 2,890,500 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,890,500 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 6.51% 12. Type of Reporting Person IN/HC Item 1. (a) Name of Issuer: The Ryland Group, Inc., a Maryland corporation (the "Company") (b) Address of Issuer's Principal Executive Offices: 24025 Park Sorrento, Suite 400 Calabasas, California 91302 Item 2. (a) Name of Person Filing (b) Address of Principal Business Offices (c) Citizenship GEM Realty Advisors, LLC 900 N. Michigan Avenue Suite 1450 Chicago, IL 60611 Delaware LLC GEM Capital, L.L.C. 900 N. Michigan Avenue Suite 1450 Chicago, IL 60611 Delaware LLC GEM MM, LLC 900 N. Michigan Avenue Suite 1450 Chicago, IL 60611 Delaware LLC Atrium GEM Partners, LLC 900 N. Michigan Avenue Suite 1450 Chicago, IL 60611 Delaware LLC GEM Realty Securities, L.P. 900 N. Michigan Avenue Suite 1450 Chicago, IL 60611 Delaware LP GEM Realty Securities, Ltd. c/o M&C Corporate Services Limited Ugland House P.O. Box 309GT Georgetown, Grand Cayman Cayman Corporation Norman S. Geller 900 N. Michigan Avenue Suite 1450 Chicago, IL 60611 U.S. Citizen Michael A. Elrad 900 N. Michigan Avenue Suite 1450 Chicago, IL 60611 U.S. Citizen Barry A. Malkin 900 N. Michigan Avenue Suite 1450 Chicago, IL 60611 U.S. Citizen (d) Title of Class of Securities Common Stock, par value $1.00 ("Common Stock") (e) CUSIP Number: 783764103 Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Act. (c) [ ] Insurance company as defined in Section 3(a)(19) of the Act. (d) [ ] Investment company registered under Section 8 of the Investment Company Act of 1940. (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; (j) [ ] A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); (k) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If this statement is filed pursuant to Rule 13d-1(c), check this box. [x] Item 4. Ownership Please see Items 5 - 9 and 11 on each cover sheet for each Reporting Person Item 5. Ownership of Five Percent or Less of a Class Not Applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person Not Applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Not Applicable Item 8. Identification and Classification of Members of the Group Not Applicable Item 9. Notice of Dissolution of Group Not Applicable Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 14, 2012 GEM REALTY ADVISORS, LLC By: /s/ Michael A. Elrad -------------------------- Name: Michael A. Elrad Title: Senior Managing Partner GEM Capital, L.L.C. By: /s/ Michael A. Elrad -------------------------- Name: Michael A. Elrad Title: Senior Managing Partner GEM MM, LLC By: /s/ Michael A. Elrad -------------------------- Name: Michael A. Elrad Title: Senior Managing Partner Atrium GEM Partners, LLC By: /s/ Michael A. Elrad -------------------------- Name: Michael A. Elrad Title: Manager GEM Realty Securities, L.P. By: /s/ Michael A. Elrad -------------------------- Name: Michael A. Elrad Title: Senior Managing Partner GEM REALTY SECURITIES, LTD. By: /s/ Michael A. Elrad -------------------------- Name: Michael A. Elrad Title: Manager By: /s/ Norman S. Geller -------------------------- Name: Norman S. Geller By: /s/ Michael A. Elrad -------------------------- Name: Michael A. Elrad By: /s/ Barrry A. Malkin -------------------------- Name: Barrry A. Malkin EXHIBIT 1 JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G/A filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Common Stock, of Ryland Group, Inc., is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Date: February 14, 2012 GEM REALTY ADVISORS, LLC By: /s/ Michael A. Elrad -------------------------- Name: Michael A. Elrad Title: Senior Managing Partner GEM Capital, L.L.C. By: /s/ Michael A. Elrad -------------------------- Name: Michael A. Elrad Title: Senior Managing Partner GEM MM, LLC By: /s/ Michael A. Elrad -------------------------- Name: Michael A. Elrad Title: Senior Managing Partner Atrium GEM Partners, LLC By: /s/ Michael A. Elrad -------------------------- Name: Michael A. Elrad Title: Manager GEM Realty Securities, L.P. By: /s/ Michael A. Elrad -------------------------- Name: Michael A. Elrad Title: Senior Managing Partner GEM REALTY SECURITIES, LTD. By: /s/ Michael A. Elrad -------------------------- Name: Michael A. Elrad Title: Manager By: /s/ Norman S. Geller -------------------------- Name: Norman S. Geller By: /s/ Michael A. Elrad -------------------------- Name: Michael A. Elrad By: /s/ Barrry A. Malkin -------------------------- Name: Barrry A. Malkin