-----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, MD12FgautDR0CEQLKM3kbJpiePH5S2nDBJLkjXWCZ3LshI5L8aa6NhWqrPqNslYB m9fKQcD24hxlT4EpCGU8AQ== 0000930413-06-000921.txt : 20060213 0000930413-06-000921.hdr.sgml : 20060213 20060213113840 ACCESSION NUMBER: 0000930413-06-000921 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060213 DATE AS OF CHANGE: 20060213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GMH Communities Trust CENTRAL INDEX KEY: 0001293200 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF APARTMENT BUILDINGS [6513] IRS NUMBER: 201181390 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80127 FILM NUMBER: 06601566 BUSINESS ADDRESS: STREET 1: 10 CAMPUS BOULEVARD CITY: NEWTOWN SQUARE STATE: PA ZIP: 19073 BUSINESS PHONE: 610-355-8000 MAIL ADDRESS: STREET 1: 10 CAMPUS BOULEVARD CITY: NEWTOWN SQUARE STATE: PA ZIP: 19073 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TEACHERS ADVISORS INC CENTRAL INDEX KEY: 0000939222 IRS NUMBER: 133760073 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 730 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017-3206 BUSINESS PHONE: 2129166042 MAIL ADDRESS: STREET 1: 730 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017-3206 SC 13G/A 1 c40951_sc13ga.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1 )* GMH Communities Trust ------------------------------ (Name of Issuer) Common Stock ------------------------------ (Title of Class of Securities) 36188G102 ------------------------------ (CUSIP Number) DECEMBER 31, 2005 ------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: (x) Rule 13d-1(b) ( ) 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). (Continued on following page(s)) 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Teachers Insurance and Annuity Association of America, as parent of each of the Reporting Persons. I.R.S. # 13-1624203 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( ) (b) ( ) 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 404,800 6. SHARED VOTING POWER 347,721 7. SOLE DISPOSITIVE POWER 404,800 8. SHARED DISPOSITIVE POWER 347,721 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 752,521 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ( ) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.90% 12. TYPE OF REPORTING PERSON IC 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Teachers Insurance and Annuity Association of America, for the benefit of the TIAA Real Estate Account I.R.S. # 13-1624203 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( ) (b) ( ) 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 404,800 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 404,800 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 404,800 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ( ) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.02% 12. TYPE OF REPORTING PERSON IC 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) TIAA-CREF Investment Management, LLC I.R.S. #13-3586142 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( ) (b) ( ) 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 174,357 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 174,357 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 174,357 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ( ) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.44% 12. TYPE OF REPORTING PERSON IA 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Teachers Advisors, Inc. I.R.S. # 13-3760073 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( ) (b) ( ) 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 173,364 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 173,364 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 173,367 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ( ) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.44% 12. TYPE OF REPORTING PERSON IA Item 1(a). NAME OF ISSUER: GMH Communities Trust Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 10 Campus Boulevard Newton Square, PA 19073 Items 2(a)-2(c). NAME, ADDRESS OF PRINCIPAL BUSINESS OFFICE, AND CITIZENSHIP OF PERSONS FILING: Teachers Insurance and Annuity Association of America ("TIAA") 730 Third Avenue New York, NY 10017 Citizenship: New York TIAA-CREF Investment Management, LLC ("Investment Management") 730 Third Avenue New York, NY 10017 Citizenship: Delaware Teachers Advisors, Inc. ("Advisors") 730 Third Avenue New York, NY 10017 Citizenship: Delaware Item 2(d). TITLE OF CLASS OF SECURITIES: Common Stock Item 2(e). CUSIP NUMBER: 36188G103 Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b) or (c), CHECK WHETHER THE PERSON FILING IS A: TIAA, AS PARENT OF EACH OF THE REPORTING PERSONS (a) ( ) Broker or dealer registered under Section 15 of the Exchange Act. (b) ( ) Bank as defined in Section 3(a)(6) of the Exchange Act. (c) (x) Insurance Company as defined in Section 3(a)(19) of the Exchange Act. (d) ( ) Investment Company registered under Section 8 of the Investment Company Act. (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 association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) ( ) A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. (j) ( ) Group, in accordance with Rule 13d-1(b)(1)(ii)(J). TIAA, FOR THE BENEFIT OF THE TIAA REAL ESTATE ACCOUNT (a) ( ) Broker or dealer registered under Section 15 of the Exchange Act. (b) ( ) Bank as defined in Section 3(a)(6) of the Exchange Act. (c) (x) Insurance Company as defined in Section 3(a)(19) of the Exchange Act. (d) ( ) Investment Company registered under Section 8 of the Investment Company Act. (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 association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) ( ) A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. (j) ( ) Group, in accordance with Rule 13d-1(b)(1)(ii)(J). INVESTMENT MANAGEMENT (a) ( ) Broker or dealer registered under Section 15 of the Exchange Act. (b) ( ) Bank as defined in Section 3(a)(6) of the Exchange Act. (c) ( ) Insurance Company as defined in Section 3(a)(19) of the Exchange Act. (d) ( ) Investment Company registered under Section 8 of the Investment Company Act. (e) (x) 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 association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) ( ) A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. (j) ( ) Group, in accordance with Rule 13d-1(b)(1)(ii)(J). ADVISORS (a) ( ) Broker or dealer registered under Section 15 of the Exchange Act. (b) ( ) Bank as defined in Section 3(a)(6) of the Exchange Act. (c) ( ) Insurance Company as defined in Section 3(a)(19) of the Exchange Act. (d) ( ) Investment Company registered under Section 8 of the Investment Company Act. (e) (x) 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 association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) ( ) A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. (j) ( ) Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box. ( ) Item 4. OWNERSHIP. (a) Aggregate amount beneficially owned: 752,521 (See Exhibit A) (b) Percent of class: 1.90 % (c) Powers of shares: Sole Voting Power: 404,800 Shared Voting Power: 347,721 Sole Dispositive Power: 404,800 Shared Dispositive Power: 347,721 Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following (x) (See Exhibit A) 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 acquired and are held in the ordinary course of business and 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 10, 2006 TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: /s/ Maureen M. Milet --------------------- Maureen M. Milet Compliance Officer TIAA-CREF INVESTMENT MANAGEMENT, LLC By: /s/ Maureen M. Milet --------------------- Maureen M. Milet Compliance Officer TEACHERS ADVISORS, INC. By: /s/ Maureen M. Milet --------------------- Maureen M. Milet Compliance Officer EXHIBIT A ITEM 5. OWNERSHIP. Teachers Insurance and Annuity Association of America ("TIAA") presently holds 404,800 shares of Issuer's common stock for the benefit of TIAA Real Estate Account, a separate account of TIAA. In addition, TIAA, as the parent of two registered investment advisers, may be deemed to have indirect voting or investment discretion over 347,721 shares of Issuer's common stock that are beneficially owned by five registered investment companies--College Retirement Equities Fund ("CREF"), TIAA-CREF Institutional Mutual Funds ("Institutional Funds"), TIAA-CREF Mutual Funds ("Mutual Funds"), TIAA-CREF Life Funds ("Life Funds") and TIAA Separate Account VA-1 ("VA-1"), as well as the TIAA-CREF Asset Management Commingled Funds Trust I ("TCAM Funds")--whose investment advisers are TIAA-CREF Investment Management, LLC (in the case of CREF) and Teachers Advisors, Inc. (in the case of Institutional Funds, Mutual Funds, Life Funds, VA-1 and TCAM Funds), both of which are wholly owned subsidiaries of TIAA. TIAA is reporting the combined holdings of these entities for the purpose of administrative convenience. These shares were acquired in the ordinary course of business, and not with the purpose or effect of changing or influencing control of the Issuer. The filing of this statement should not be construed as an admission that TIAA is, for the purposes of Sections 13 or 16 of the Securities Exchange Act of 1934, the beneficial owner of these shares. -----END PRIVACY-ENHANCED MESSAGE-----