0001193125-13-363112.txt : 20130911 0001193125-13-363112.hdr.sgml : 20130911 20130910195007 ACCESSION NUMBER: 0001193125-13-363112 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130911 DATE AS OF CHANGE: 20130910 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: W. P. Carey Inc. CENTRAL INDEX KEY: 0001025378 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 133912578 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86275 FILM NUMBER: 131089266 BUSINESS ADDRESS: STREET 1: 50 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2124921100 MAIL ADDRESS: STREET 1: 50 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10020 FORMER COMPANY: FORMER CONFORMED NAME: W P CAREY & CO LLC DATE OF NAME CHANGE: 20110722 FORMER COMPANY: FORMER CONFORMED NAME: CAREY W P & CO LLC DATE OF NAME CHANGE: 20001116 FORMER COMPANY: FORMER CONFORMED NAME: CAREY DIVERSIFIED LLC DATE OF NAME CHANGE: 19971017 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Estate of Wm. Polk Carey CENTRAL INDEX KEY: 0001539957 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O W. P. CAREY & CO. LLC STREET 2: 50 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 212-492-1100 MAIL ADDRESS: STREET 1: C/O W. P. CAREY & CO. LLC STREET 2: 50 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10020 SC 13D/A 1 d595968dsc13da.htm SC 13D/A SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

 

 

W. P. Carey Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

92936U109

(CUSIP Number)

Estate of Wm. Polk Carey

c/o James Sligar, Esq.

Milbank, Tweed, Hadley and McCloy LLP

New York, New York 10005

(212) 530-5000

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

September 9, 2013

(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.   ¨

 

 

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. 92936U109  

 

  1   

NAMES OF REPORTING PERSONS.

 

The Estate of Wm. Polk Carey, Deceased

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

OO and PF

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

BY OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7    

SOLE VOTING POWER

 

9,037,361

     8   

SHARED VOTING POWER

 

     9   

SOLE DISPOSITIVE POWER

 

9,037,361

   10   

SHARED DISPOSITIVE POWER

 

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

9,037,361

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

13.2%(1)

14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

 

(1)  Based on the Form 10-Q filed on August 6, 2013 by W. P. Carey Inc., there were 68,234,044 shares of W. P. Carey Inc. Common Stock outstanding as of July 31, 2013.

 

2

This Amendment No. 6 is being filed by the Estate of Mr. Wm. Polk Carey (the “Estate” or the “Reporting Person”) and amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on June 10, 2011 (as amended on January 31, 2012, March 16, 2012, August 3, 2012, October 10, 2012, and December 21, 2012, the “Schedule 13D”) with respect to the common stock, par value $0.001 per share (the “Common Stock”), of W. P. Carey Inc., a Maryland corporation (the “Company”). Each item below amends and supplements the information disclosed under the corresponding item of the Schedule 13D. Unless otherwise indicated, terms used but not defined in this Amendment No. 6 shall have the same respective meanings herein as are ascribed to such terms in the Schedule 13D.

Item 5. Interest in Securities of the Issuer.

Item 5 (a), (b) and (c) is amended as follows:

(a) The Estate directly owns 1,911,620 shares of Common Stock, which represents 2.8% of all outstanding shares of Common Stock, and indirectly owns, through Wm. Polk Carey Estate, LLC, a New York limited liability company wholly owned by the Estate, 7,114,735 shares of Common Stock, which represents 10.4% of all outstanding shares of Common Stock. The Estate also beneficially owns 11,006 shares of Common Stock that the Estate has the right to acquire through the exercise of share options within the next sixty (60) days. As a result, the Estate is deemed to beneficially own 9,037,361 shares of Common Stock, which represents 13.2% of all outstanding shares of Common Stock. The preceding percentage ownership calculations are based on 68,234,044 shares of Common Stock outstanding as reported on the Form 10-Q filed on August 6, 2013 by W. P. Carey Inc.

(b) The Estate has the sole power to vote 9,037,361 shares of Common Stock and the sole power to dispose of 9,037,361 shares of Common Stock.

(c) The following transactions in the Issuer’s securities have been effected by the Estate within the 60 days prior to this filing:

On September 9, 2013, the Estate sold 1,083,000 shares of Common Stock at a price of $65.00 per share pursuant to a sale effected under Rule 144 promulgated under the Securities Act of 1933, as amended.

 

3

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.

Dated: September 10, 2013

 

By:

  

/s/ Jan F. Kärst

Name:

  

Jan F. Kärst

Title:

  

Executor

By:

  

/s/ H. Augustus Carey

Name:

  

H. Augustus Carey

Title:

  

Executor

 

4