-----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, BG/Ddz/+4O9ypVt1xfgDY7zXTdAECxjOBt2FXXXzMAPkIY/ruffptreiQ9+ThTDh blAXpu7AOyDWvitofZQQTg== 0001104659-06-021207.txt : 20060331 0001104659-06-021207.hdr.sgml : 20060331 20060331150121 ACCESSION NUMBER: 0001104659-06-021207 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060331 DATE AS OF CHANGE: 20060331 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Feldman Mall Properties, Inc. CENTRAL INDEX KEY: 0001299901 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 134284187 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80238 FILM NUMBER: 06728191 BUSINESS ADDRESS: STREET 1: 3225 NORTH CENTRAL AVENUE, SUITE 1205 CITY: PHOENIX STATE: AZ ZIP: 85012 BUSINESS PHONE: 602 277 5559 MAIL ADDRESS: STREET 1: 3225 NORTH CENTRAL AVENUE, SUITE 1205 CITY: PHOENIX STATE: AZ ZIP: 85012 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Inland American Real Estate Trust, Inc. CENTRAL INDEX KEY: 0001307748 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 342019608 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2901 BUTTERFIELD ROAD CITY: OAK BROOK STATE: IL ZIP: 60523 BUSINESS PHONE: 630-218-8000 MAIL ADDRESS: STREET 1: 2901 BUTTERFIELD ROAD CITY: OAK BROOK STATE: IL ZIP: 60523 SC 13D 1 a06-8116_1sc13d.htm BENEFICIAL OWNERSHIP OF 5% OR MORE

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE
COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

(Rule 13d-101)

Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No.     )*

FELDMAN MALL PROPERTIES, INC.

(Name of Issuer)

 

COMMON STOCK

(Title of Class of Securities)

 

314308107

(CUSIP Number)

 

Lori Foust

Treasurer

Inland American Real Estate Trust, Inc.

2901 Butterfield Road

Oak Brook, Illinois 60523

630 218-8000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

March 21, 2006

(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 that 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. o

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 No.   314308107

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Inland American Real Estate Trust, Inc. (I.R.S. Employer Identification No. 34-2019608)

 

 

2.

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

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC, OO

 

 

5.

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

 

 

6.

Citizenship or Place of Organization
Maryland
Address of Principal Office:  2901 Butterfield Road, Oak Brook, Illinois 60523

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
1,145,300

 

8.

Shared Voting Power 
0

 

9.

Sole Dispositive Power 
1,145,300

 

10.

Shared Dispositive Power 
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
1,145,300

 

 

12.

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

 

 

13.

Percent of Class Represented by Amount in Row (11) 
9.1%

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

 

2



 

Item 1.

Security and Issuer

Common Stock, $.01 par value per share (the “Shares”).

Feldman Mall Properties, Inc. (the “Company”)
1010 Northern Blvd., Suite 314
Great Neck, N.Y. 11021

 

 

Item 2.

Identity and Background

 

(a)                                  Inland American Real Estate Trust, Inc. (“Inland American”)

 

(b)                                 State of Incorporation:  Maryland

 

Address of Principal Office:  2901 Butterfield Road, Oak Brook, Illinois 60523

 

(c)                                  Principal Business:  Inland American seeks to acquire and manage a diversified (by geographical location and by property type) portfolio of real estate primarily improved for use as shopping or retail centers, malls, multi-family residential buildings, office and industrial buildings located in the United States and Canada. Inland American also may seek to acquire publicly traded or privately owned entities that own such commercial real estate assets. These entities may include REITs and other “real estate operating companies,” such as real estate management companies and real estate development companies.

 

(d)                                 During the past five years, Inland American has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors.

 

(e)                                  During the last five years, Inland American has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction the result of which was or is subject to (i) a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or (ii) a finding of any violation with respect to federal or state securities laws.

 

 

Item 3.

Source and Amount of Funds or Other Consideration

Inland American has purchased a total of 1,145,300 Shares for an aggregate price of $13,296,363.66 in approximately 31 open-market transactions from December 14, 2005 through March 30, 2006. The working capital of Inland American and brokerage account margin loans were the sources of consideration for the purchases. Inland American may continue to utilize margin credit for a portion of the cost from time to time for the purchase of Shares, subject to applicable federal margin regulations, stock exchange rules and the brokerage firm’s credit policies. The cost of borrowing with respect to margin accounts fluctuates with the broker loan rate and the amount of the debit balance. The positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in those accounts.

 

 

Item 4.

Purpose of Transaction

Inland American acquired the Company’s Shares for the purpose of making an investment in the Company. Inland American has also considered, on a preliminary basis, various courses of action with respect to the Company, including:  (i) causing Inland American or a subsidiary or affiliate of Inland American to acquire additional Shares in a cash tender offer or exchange offer; (ii) proposing a merger or

 

3



 

similar transaction between Inland American or an affiliate of Inland American and the Company; and (iii) seeking representation on the Company’s board of directors. Inland American has not reached any conclusion as to any of the foregoing alternatives. Pending a conclusion or a determination to dispose of all or a portion of the Shares which it owns, Inland American will hold all of these Shares as an investment.

 

Until Inland American makes a decision concerning the alternatives described above, and depending on market conditions and other factors, Inland American may continue to purchase Shares in brokerage transactions on the New York Stock Exchange, or in private transactions if appropriate opportunities to do so are available on such terms and at such times as the purchaser considers desirable.

 

Inland American intends to continuously review its investment in the Company and may in the future change its present course of action and decide to pursue one of the alternatives discussed in the first paragraph of this Item 4. Inland American may seek control of the Company or may merely seek to increase its investment in the Company without obtaining control. Inland American may determine to dispose of all or a portion of the Shares that it now owns or may hereafter acquire. In reaching any conclusion as to the foregoing, Inland American will consider various factors, such as the Company’s business and prospects, other developments concerning the Company (including, but not limited to, the attitude of the board of directors and management of the Company), other business opportunities available to Inland American, developments in Inland American’s business, general economic conditions, and money and stock market conditions.

 

Other than as described above, Inland American has no present plans or proposals which relate to or would result in:  (i) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (iii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (iv) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (v) any material change in the present capitalization or dividend policy of the Company; (vi) any other material change in the Company’s business or corporate structure; (vii) changes in the Company’s charter, by-laws or other instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (viii) causing a class of securities of the Company to be de-listed from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (ix) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (x) any action similar to any of those enumerated above. Item 4 disclosure provisions regarding any plans or proposals to make any changes in a company’s investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940 are not applicable.

 

 

Item 5.

Interest in Securities of the Issuer

(a)          See response corresponding to row 11 of the cover page for the aggregate number of shares beneficially owned by Inland American, which is incorporated herein by reference. See response corresponding to row 13 of the cover page for the percentage of Shares owned by Inland American, which is incorporated herein by reference.

 

(b)         See responses corresponding to rows seven through ten of the cover page for the number of shares as to which Inland American has sole power to vote or to direct the vote, shared power to

 

4



 

vote or to direct the vote, sole power to dispose or to direct the disposition, and shared power to dispose or to direct the disposition, which responses are incorporated herein by reference.

 

(c)          During the 60-day period beginning January 30, 2006 through March 30, 2006, Inland American has effected the following Share transactions, each via the New York Stock Exchange:

 

Type of
Transaction

 

Date

 

No. of Shares

 

Price per
Share

 

Total Purchase
Price

 

Buy

 

21-Feb

 

10,700

 

$

11.49

 

$

122,996.50

 

Buy

 

22-Feb

 

5,000

 

$

11.21

 

$

56,055.00

 

Buy

 

21-Mar

 

68,100

 

$

11.48

 

$

782,332.80

 

Buy

 

22-Mar

 

1,700

 

$

11.48

 

$

19,524.50

 

Buy

 

23-Mar

 

2,800

 

$

11.49

 

$

32,163.00

 

Buy

 

24-Mar

 

98,900

 

$

11.50

 

$

1,137,815.00

 

Buy

 

27-Mar

 

80,000

 

$

11.51

 

$

920,400.00

 

Buy

 

28-Mar

 

91,600

 

$

11.65

 

$

1,067,589.00

 

Buy

 

29-Mar

 

196,300

 

$

11.70

 

$

2,297,062.00

 

Buy

 

30-Mar

 

2,100

 

$

11.57

 

$

24,307.50

 

 

(d)         None.

 

(e)          Not Applicable.

 

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

None.

 

 

Item 7.

Material to Be Filed as Exhibits

None.

 

5



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.

 

INLAND AMERICAN REAL ESTATE TRUST, INC.

 

 

 

 

 

March 31, 2006

 

Date

 


/s/ Brenda G. Gujral

 

Signature

 


Brenda G. Gujral
President

 

Name/Title

 

6


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