-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HM7lW5DfpZCT5twdNSx4iMXuihVds6CE5ufmEAmFRltl2R++bfFre/20s++h6zTv xO80GPSfhiQNI8fbsbSJmg== 0001140464-09-000002.txt : 20091209 0001140464-09-000002.hdr.sgml : 20091209 20091209133006 ACCESSION NUMBER: 0001140464-09-000002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20091209 DATE AS OF CHANGE: 20091209 GROUP MEMBERS: 770 HATZLACHA LLC GROUP MEMBERS: AARON WEISMAN GROUP MEMBERS: JOEL AARONSON GROUP MEMBERS: MGAT GROUP MEMBERS: MOISCE BELINOW GROUP MEMBERS: RICHARD HOROWITZ GROUP MEMBERS: WEISMAN FAMILY FOUNDATION FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEISMAN LYLE CENTRAL INDEX KEY: 0001140464 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 14001 VENTURA BLVD CITY: LOS ANGELES STATE: CA ZIP: 91423 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: THOMAS PROPERTIES GROUP INC CENTRAL INDEX KEY: 0001283709 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 200852352 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80135 FILM NUMBER: 091230626 BUSINESS ADDRESS: STREET 1: 515 SOUTH FLOWER STREET 6TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2136131900 MAIL ADDRESS: STREET 1: 515 SOUTH FLOWER STREET 6TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 SC 13D/A 1 thomaspropertiesform13da10.htm UNITED STATES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Amendment No.1 to

SCHEDULE 13D


Under the Securities Exchange Act of 1934



Thomas Properties Group, Inc.


 (Name of Issuer)


Common Shares


(Title of Class of Securities)


884453101


(CUSIP Number)


Lyle Weisman

14001 Ventura Boulevard

Sherman Oaks, California 91423


(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)


With copies to:



Aaron A. Grunfeld

2049 Century Park East,  Boulevard, Suite 3670            

Los Angeles, California 90067

 

December 9, 2009


(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*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 disclosures provided in a prior cover page.

The information required on 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 NUMBER: 884453101


1.

Names of Reporting Persons
Weisman Family Foundation

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) [X]  (b) [  ]

3.

SEC Use Only

4.

Source of Funds (See Instructions)
PF

5.

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

6.

Citizenship or Place of Organization
California

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With

7.

Sole Voting Power

970,000

8.

Shared Voting Power
0

9.

Sole Dispositive Power

970,000

10.

Shared Dispositive Power
0

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
970,000

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

13.

Percent of Class Represented by Amount in Row (11)
3.78% (1)

14.

Type of Reporting Person (See Instructions)
CO



(1)

Based upon 25,693,354 shares of Issuer’s common stock outstanding as of October 30, 2009.



-2-



            CUSIP NUMBER: 884453101


1.

Names of Reporting Persons
770 HATZLACHA LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) [X]  (b) [  ]

3.

SEC Use Only

4.

Source of Funds (See Instructions)
PF

5.

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

6.

Citizenship or Place of Organization
California

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With

7.

Sole Voting Power

205,000

8.

Shared Voting Power
0

9.

Sole Dispositive Power

205,000

10.

Shared Dispositive Power
0

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
205,000

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

13.

Percent of Class Represented by Amount in Row (11)
0.80% (1)

14.

Type of Reporting Person (See Instructions)
CO



(1)

Based upon 25,693,354 shares of Issuer’s common stock outstanding as of October 30,, 2009.



-3-



CUSIP NUMBER: 884453101


1.

Names of Reporting Persons
MGAT

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) [X]  (b) [  ]

3.

SEC Use Only

4.

Source of Funds (See Instructions)
PF

5.

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

6.

Citizenship or Place of Organization
California

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With

7.

Sole Voting Power

215,000

8.

Shared Voting Power
0

9.

Sole Dispositive Power

215,000

10.

Shared Dispositive Power
0

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
215,000

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

13.

Percent of Class Represented by Amount in Row (11)
0.84% (1)

14.

Type of Reporting Person (See Instructions)
OO



(1)

Based upon 25,693,354 shares of Issuer’s common stock outstanding as of October 30,, 2009.



-4-



CUSIP NUMBER: 884453101


1.

Names of Reporting Persons
Aaron Weisman

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) [X]  (b) [  ]

3.

SEC Use Only

4.

Source of Funds (See Instructions)
PF

5.

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

6.

Citizenship or Place of Organization
California

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With

7.

Sole Voting Power

583,667

8.

Shared Voting Power
0

9.

Sole Dispositive Power

583,667

10.

Shared Dispositive Power
0

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
583,667

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

13.

Percent of Class Represented by Amount in Row (11)
2.27% (1)

14.

Type of Reporting Person (See Instructions)
IN



(1)

Based upon 25,693,354 shares of Issuer’s common stock outstanding as of October 30,, 2009.



-5-



CUSIP NUMBER: 884453101


1.

Names of Reporting Persons
Lyle Weisman

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) [X]  (b) [  ]

3.

SEC Use Only

4.

Source of Funds (See Instructions)
PF

5.

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

6.

Citizenship or Place of Organization
California

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With

7.

Sole Voting Power

189,540

8.

Shared Voting Power
0

9.

Sole Dispositive Power

189,540

10.

Shared Dispositive Power
0

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
189,540

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

13.

Percent of Class Represented by Amount in Row (11)
0.74% (1)

14.

Type of Reporting Person (See Instructions)
IN



(1)

Based upon 25,693,354 shares of Issuer’s common stock outstanding as of October 30,, 2009.



-6-



CUSIP NUMBER: 884453101


1.

Names of Reporting Persons
Moisce Belinow

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) [X]  (b) [  ]

3.

SEC Use Only

4.

Source of Funds (See Instructions)
PF

5.

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

6.

Citizenship or Place of Organization
California

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With

7.

Sole Voting Power

82,668

8.

Shared Voting Power
0

9.

Sole Dispositive Power

82,668

10.

Shared Dispositive Power
0

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
82,668

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

13.

Percent of Class Represented by Amount in Row (11)
0.32% (1)

14.

Type of Reporting Person (See Instructions)
IN



(1)

Based upon 25,693,354 shares of Issuer’s common stock outstanding as of October 30,, 2009.



-7-



CUSIP NUMBER: 884453101


1.

Names of Reporting Persons
Richard Horowitz

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) [X]  (b) [  ]

3.

SEC Use Only

4.

Source of Funds (See Instructions)
PF

5.

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

6.

Citizenship or Place of Organization
California

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With

7.

Sole Voting Power

66,000

8.

Shared Voting Power
0

9.

Sole Dispositive Power

66,000

10.

Shared Dispositive Power
0

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
66,000

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

13.

Percent of Class Represented by Amount in Row (11)
0.26% (1)

14.

Type of Reporting Person (See Instructions)
IN



(1)

Based upon 25,693,354 shares of Issuer’s common stock outstanding as of October 30,, 2009.



-8-



CUSIP NUMBER: 884453101


1.

Names of Reporting Persons
Joel Aaronson

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) [X]  (b) [  ]

3.

SEC Use Only

4.

Source of Funds (See Instructions)
PF

5.

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

6.

Citizenship or Place of Organization
California

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With

7.

Sole Voting Power

60,431

8.

Shared Voting Power
0

9.

Sole Dispositive Power

60,431

10.

Shared Dispositive Power
0

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
60,431

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

13.

Percent of Class Represented by Amount in Row (11)
0.24% (1)

14.

Type of Reporting Person (See Instructions)
IN



(1)

Based upon 25,693,354 shares of Issuer’s common stock outstanding as of October 30,, 2009.





-9-



ITEM 1.

SECURITY AND ISSUER.

This Statement on Schedule 13D relates to the common stock (the “Common Stock”), of Thomas Properties Group, Inc. (the “Company” or “Issuer”), a Delaware corporation. The principal executive offices of the Company are located at 515 Flower Street, 6th Floor, Los Angeles, California 90071.  

ITEM 2.

IDENTITY AND BACKGROUND.

(a)

This statement is being filed jointly by Weisman Family Foundation, a California not for profit corporation (“Foundation”), 770 HATZLACHA LLC, a California limited liability company (“770”), MGAT, a trust formed in California,  Aaron Weisman, an individual (“AW”), Lyle Weisman, an individual (“LW”), Moisce Belinow, an individual (“Belinow”), Richard Horowitz , an individual (“Horowitz”), and Joel Aaronson, an individual (“Aaronson”).

(b)

The business address for each of the Reporting Persons is: 14001 Ventura Blvd, Sherman Oaks, California 91423, except for MGAT whose address is 1219 Burnwood Ln, Houston, TX 77073 and Richard Horowitz whose address is 9301 Wilshire Blvd #613, Beverly Hills, California 90210.  

(c)

The principal business of  Foundation, 770 and MGAT is investment in real estate. Lyle Weisman is the CEO of Concorde Companies, Aaron Weisman is the son of Lyle Weisman and is a private real estate investor, Moisce Belinow is a private real estate investor, Richard Horowitz: is a principal of Management Brokers Inc. which is engaged in insurance management and investments, and Joel Aaronson is an attorney and private investor.

(d, e)

During the last five years, none of the reporting persons has been (i) convicted in any criminal proceeding (excluding traffic violations and other similar misdemeanors) or (ii) has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

ITEM 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Investors purchased using their own funds and their own funds together with margin extended.  

ITEM 4.

PURPOSE OF TRANSACTION.

The information set forth and/or incorporated by reference in Items 2 and 3 is hereby incorporated by reference into this Item 4.

The acquisition by Weisman Family Foundation, a California not for profit corporation (“Foundation”), 770 HATZLACHA LLC, a California limited liability company (“770”), MGAT, a trust formed in California,  Aaron Weisman (“AW”) and Lyle Weisman, an individual (“LW”), Moisce Belinow (“Belinow”), Richard Horowitz (“Horowitz”), and Joel Aaronson (“Aaronson”) of beneficial ownership of Common Shares of the Company, as described herein, was effected because of each having a belief that the Company represents an attractive investment based on the Company’s business prospects ,strategy and share price.

Each Reporting Person acquired its securities of the Company for investment purposes.

The Reporting Persons as a group own approximately 9.23% of the outstanding Common Stock of the Issuer. Each Reporting Person will continue to evaluate his or its ownership and voting position in the Company and may consider the following future courses of action: (i) continuing to hold the Common Stock for investment; (ii) disposing of all or a position of the Common Stock in open market sales or in privately-negotiated transactions; or (iii) acquiring additional shares of Common Stock in open market or in privately-negotiated transactions. Each Reporting Person has not yet determined which of the courses of action specified in this paragraph it may ultimately take, although each Reporting Person has no present intent to dispose of any of the acquired securities of the Company.

Each Reporting Person reserves the right to determine in the future whether to change the purpose or purposes described above or whether to adopt plans or proposals of the type specified above.



-10-



ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER.

The information set forth and/or incorporated by reference in Items 2, 3 and 4 is hereby incorporated by reference into this Item 5. The Reporting Persons as a group own approximately 5.85% of the outstanding Common Stock of the Issuer.

 (a) (i) Foundation is the beneficial owner of an aggregate of 970,000, or 3.78%, of the total outstanding shares of Common Stock.

(ii) 770 is the beneficial owner of an aggregate of 205,000, or 0.80% of the total outstanding shares of Common Stock.  

 (iii) MGAT is the beneficial owner of an aggregate of 215,000, or 0.84% of the total outstanding shares of Common Stock.  

 (iv) AW is the beneficial owner of an aggregate of 583,667, or 2.27% of the total outstanding shares of Common Stock.  

 (v) LW is the beneficial owner of an aggregate of 189,540, or 0.74% of the total outstanding shares of Common Stock.  

 (vi) Belinow is the beneficial owner of an aggregate of 82,668, or 0.32% of the total outstanding shares of Common Stock.

(vii) Horowitz is the beneficial owner of an aggregate of 66,000, or 0.26% of the total outstanding shares of Common Stock.

(viii) Aaronson is the beneficial owner of an aggregate of 60,431, or 0.24% of the total outstanding shares of Common Stock.

(b) Weisman Family Foundation and 770 HATZLACHA LLC share power to vote and direct the disposition of 970,000 and 205,000 shares, respectively, of Common Stock with Lyle Weisman. Aaron Weisman has sole voting and dispositive power over his 583,667 shares. Lyle Weisman has sole voting and dispositive power over his 189,540 shares. MGAT has sole voting and dispositive power over their 215,000 shares. Moisce Belinow has sole voting and dispositive power over his 82,668 shares. Richard Horowitz has sole voting and dispositive power over his 66,000 shares. Joel Aaronson has sole voting and dispositive power over his 60,431 shares.

(c) Since November 11, 2009 the Reporting Persons have purchased Common Stock in open market transactions as follows:

Foundation:

Date

Number of Shares

Average Purchase Price per Share

11/12/2009

    11,000

          $2.43

11/13/2009

    22,102

          $2.52

11/16/2009

     1,900

          $2.61

11/18/2009

    22,000

          $2.98

11/19/2009

     5,000

          $2.97

11/20/2009

    74,500

          $2.96

11/24/2009

     7,000

          $3.00

11/25/2009

    10,200

          $3.04

11/27/2009

     5,000

          $3.00

11/30/2009

    15,301

          $3.04



-11-






12/1/2009

    42,539

          $3.01

12/2/2009

    33,716

          $3.01

12/3/2009

    13,000

          $3.01

12/4/2009

     8,242

          $3.07

770:

Date

Number of Shares

Average Purchase Price per Share

11/12/2009

       4,000

      $2.43

11/13/2009

      11,500

      $2.55

11/24/2009

      12,412

      $3.00

11/25/2009

      10,000

      $3.04

11/27/2009

       2,325

      $3.05

11/30/2009

       3,000

      $3.01

12/1/2009

      10,000

      $3.01

12/2/2009

      15,000

      $3.00

12/3/2009

       9,485

      $3.03

12/4/2009

       4,278

      $3.09

12/7/2009

       5,000

      $3.05

MGAT:

Date

Number of Shares

Average Purchase Price per Share

11/12/2009

    40,000

        $2.46

11/13/2009

    14,500

        $2.53

11/18/2009

     2,000

        $2.94

11/24/2009

     3,500

        $3.00

11/25/2009

     5,000

        $3.03

12/1/2009

     5,000

        $3.00

12/2/2009

    25,900

        $3.03

12/3/2009

     4,100

        $3.03

12/4/2009

     5,000

        $3.08

AW:

Date

Number of Shares

Average Purchase Price per Share

11/12/2009

         3,000

      $2.44

11/13/2009

       23,000

      $2.53

11/16/2009

       43,897

      $2.75

11/17/2009

       27,600

      $2.86

11/18/2009

       17,700

      $2.93

11/24/2009

         2,100

      $2.97

11/25/2009

       13,874

      $3.04

11/30/2009

         1,400

      $3.03

12/1/2009

       49,000

      $3.00

12/2/2009

       41,100

      $3.02

12/3/2009

       18,000

      $3.02



-12-






12/4/2009

       14,000

      $3.07

12/7/2009

         6,496

      $3.08

LW:

Date

Number of Shares

Average Purchase Price per Share

11/12/2009

         16,000

        $2.44

11/13/2009

           9,500

        $2.55

11/24/2009

           4,000

        $3.00

11/25/2009

         10,500

        $3.02

11/30/2009

           2,000

        $3.00

12/1/2009

         12,000

         $3.01

12/3/2009

         12,500

        $3.05

12/4/2009

         17,172

         $3.08

12/7/2009

           5,728

        $3.10

Belinow:

Date

Number of Shares

Average Purchase Price per Share

11/13/2009

     2,000

        $2.45

11/23/2009

     7,000

        $2.85

11/24/2009

     5,980

        $2.80

11/27/2009

     2,000

        $3.00

11/30/2009

     1,000

       $3.03

12/2/2009

    10,000

        $2.99

Horowitz :

Date

Number of Shares

Average Purchase Price per Share

11/23/2009

6,244

      $2.90

11/24/2009

       9,756

      $3.04

Aaronson:

Date

Number of Shares

Average Purchase Price per Share

12/2/2009

       400

      $2.98

12/3/2009

       5,000

      $3.00


(d) – (e) Not applicable.




-13-



ITEM 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Effective November 11, 2009, the Reporting Persons entered into a Joint Filing Agreement (See Exhibit A) relating to their beneficial ownership of the Common Stock, par value $0.001 per share, of Thomas Properties Group, Inc., a Delaware corporation. To the knowledge of the Reporting Persons, except as otherwise described above, there are no other contracts, arrangements, understandings or relationships among reporting persons and between any such persons and any other person, with respect to any securities of the Company, including but not limited to, transfer or voting of any of the securities of the Company, joint ventures, loan or option arrangements, puts or calls, guarantees or profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power over the securities of the Company.

ITEM 7.

MATERIALS TO BE FILED AS EXHIBITS.


Exhibit

Description

Exhibit A

Joint Filing Agreement executed by the Reporting Persons as of November 11, 2009


SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

 

Weisman Family Foundation


 Date: December 9, 2009

 

/s/ Lyle Weisman

 

By: Lyle Weisman

 

Its: Manager

 

 

 

 

 

770 HATZLACHA LLC


  Date: December 9, 2009

 

/s/ Lyle Weisman

 

By: Lyle Weisman

 

Its: Manager

 

 

 

 

 

MGAT

 

Date: December 9, 2009

/s/Amber Zaebst

 

By: Amber Zaebst

 

Its:

 

Date: December 9, 2009

/s/ Aaron Weisman

 

Aaron Weisman


Date: December 9, 2009

 

/s/ Lyle Weisman

 

Lyle Weisman



Date: December 9, 2009

/s/ Moisce Belinow

 

Moisce Belinow




-14-




Date: December 9, 2009

 

/s/ Richard Horowitz

 

Richard Horowitz


Date: December 9, 2009

 

/s/ Joel Aaronson

 

Joel Aaronson




-15-



-----END PRIVACY-ENHANCED MESSAGE-----