-----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, TG9RZRe/OAepzVaJzxgwZnnkV0Np3EMkQ98aJzb8QPogys4P44FQkC89ijqB/yi1 2Bc6N2U7kq3Qaf3z9lzFhg== 0001104659-08-059425.txt : 20080918 0001104659-08-059425.hdr.sgml : 20080918 20080918161321 ACCESSION NUMBER: 0001104659-08-059425 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20080918 DATE AS OF CHANGE: 20080918 GROUP MEMBERS: DANIEL L. GOODWIN GROUP MEMBERS: EAGLE FINANCIAL CORP. GROUP MEMBERS: INLAND INVESTMENT ADVISORS, INC. GROUP MEMBERS: INLAND MORTGAGE INVESTMENT CORP. GROUP MEMBERS: INLAND REAL ESTATE INVESTMENT CORPORATION GROUP MEMBERS: INLAND WESTERN RETAIL REAL ESTATE TRUST, INC. GROUP MEMBERS: MINTO BUILDERS (FLORIDA), INC. GROUP MEMBERS: ROBERT H. BAUM GROUP MEMBERS: THE INLAND GROUP, INC. GROUP MEMBERS: THE INLAND REAL ESTATE TRANSACTIONS GROUP, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CapLease, Inc. CENTRAL INDEX KEY: 0001057689 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 522414533 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80412 FILM NUMBER: 081078562 BUSINESS ADDRESS: STREET 1: 1065 AVENUE OF THE AMERICAS STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2122176300 MAIL ADDRESS: STREET 1: 1065 AVENUE OF THE AMERICAS STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: CAPITAL LEASE FUNDING INC DATE OF NAME CHANGE: 19980312 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/A 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/A 1 a08-23756_1sc13da.htm SC 13D/A

 

 

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. 3)*

 

CAPLEASE, INC.

(Name of Issuer)

 

COMMON STOCK

(Title of Class of Securities)

 

140288200

(CUSIP Number)

 

Roberta S. Matlin

President

Inland Investment Advisors, Inc.

2901 Butterfield Road

Oak Brook, Illinois 60523

(630 218-8000)

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

 

September 16, 2008

(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 Rule 13d-1(e), (f) or (g), check the following box:  o

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including exhibits.  See Rule 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 purposes 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.   140288200

 

 

1)

Names of Reporting Persons
Inland American Real Estate Trust, Inc.

 

 

2)

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

 

 

(a)

 o

 

 

(b)

 x

 

 

3)

SEC Use Only

 

 

4)

Source of Funds:
WC, OO

 

 

5)

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

 

 

6)

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:
0

 

8)

Shared Voting Power:
4,380,515(1)

 

9)

Sole Dispositive Power:
0

 

10)

Shared Dispositive Power:
4,380,515(1)

 

 

11)

Aggregate Amount Beneficially Owned by Each Reporting Person:
4,380,515(1)

 

 

12)

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

 

 

13)

Percent of Class Represented by Amount in Row (11):
9.3%(2)

 

 

14)

Type of Reporting Person:
CO

 

(1) The number of shares reported as beneficially owned is as of September 16, 2008.

 

(2) The percentage is calculated based on a total of 47,045,077 of the Issuer’s shares of common stock, par value $0.01 per share, outstanding as of September 16, 2008.

2


 

CUSIP No.   140288200

 

 

1)

Names of Reporting Persons
Inland Western Retail Real Estate Trust, Inc.

 

 

2)

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

 

 

(a)

 o

 

 

(b)

 x

 

 

3)

SEC Use Only

 

 

4)

Source of Funds:
WC, OO

 

 

5)

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

 

 

6)

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:
0

 

8)

Shared Voting Power:
113,250(1)

 

9)

Sole Dispositive Power:
0

 

10)

Shared Dispositive Power:
113,250(1)

 

 

11)

Aggregate Amount Beneficially Owned by Each Reporting Person:
113,250(1)

 

 

12)

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

 

 

13)

Percent of Class Represented by Amount in Row (11):
0.2%(2)

 

 

14)

Type of Reporting Person:
CO

 

(1) The number of shares reported as beneficially owned is as of September 16, 2008.

 

(2) The percentage is calculated based on a total of 47,045,077 of the Issuer’s shares of common stock, par value $0.01 per share, outstanding as of September 16, 2008.

 

3


 

CUSIP No.   140288200

 

 

1)

Names of Reporting Persons
Inland Investment Advisors, Inc.

 

 

2)

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

 

 

(a)

 o

 

 

(b)

 x

 

 

3)

SEC Use Only

 

 

4)

Source of Funds:
OO

 

 

5)

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

 

 

6)

Place of Organization:
Illinois

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:
0

 

8)

Shared Voting Power:
4,639,365(1)

 

9)

Sole Dispositive Power:
0

 

10)

Shared Dispositive Power:
4,639,365(1)

 

 

11)

Aggregate Amount Beneficially Owned by Each Reporting Person:
4,639,365(1)

 

 

12)

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

 

 

13)

Percent of Class Represented by Amount in Row (11):
9.9%(2)

 

 

14)

Type of Reporting Person:
IA, CO

 

(1) The number of shares reported as beneficially owned is as of September 16, 2008.  Includes shares beneficially owned by Inland Investment Advisors, Inc. through its management of the discretionary accounts of its clients.

 

(2) The percentage is calculated based on a total of 47,045,077 of the Issuer’s shares of common stock, par value $0.01 per share, outstanding as of September 16, 2008.

 

4


 

CUSIP No.   140288200

 

 

1)

Names of Reporting Persons
Inland Real Estate Investment Corporation

 

 

2)

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

 

 

(a)

 o

 

 

(b)

 x

 

 

3)

SEC Use Only

 

 

4)

Source of Funds:
OO

 

 

5)

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

 

 

6)

Place of Organization:
Delaware

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:
0

 

8)

Shared Voting Power:
4,639,365(1)

 

9)

Sole Dispositive Power:
0

 

10)

Shared Dispositive Power:
4,639,365(1)

 

 

11)

Aggregate Amount Beneficially Owned by Each Reporting Person:
4,639,365(1)

 

 

12)

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

 

 

13)

Percent of Class Represented by Amount in Row (11):
9.9%(2)

 

 

14)

Type of Reporting Person:
HC, CO

 

(1) The number of shares reported as beneficially owned is as of September 16, 2008.  Includes shares beneficially owned by Inland Investment Advisors, Inc., a wholly-owned subsidiary of Inland Real Estate Investment Corp., through its management of the discretionary accounts of its clients.

 

(2) The percentage is calculated based on a total of 47,045,077 of the Issuer’s shares of common stock, par value $0.01 per share, outstanding as of September 16, 2008.

 

5


 

CUSIP No.   140288200

 

 

1)

Names of Reporting Persons
The Inland Group, Inc.

 

 

2)

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

 

 

(a)

 o

 

 

(b)

 x

 

 

3)

SEC Use Only

 

 

4)

Source of Funds:
OO

 

 

5)

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

 

 

6)

Place of Organization:
Delaware

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:
0

 

8)

Shared Voting Power:
4,639,365(1)

 

9)

Sole Dispositive Power:
0

 

10)

Shared Dispositive Power:
4,639,365(1)

 

 

11)

Aggregate Amount Beneficially Owned by Each Reporting Person:
4,639,365(1)

 

 

12)

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

 

 

13)

Percent of Class Represented by Amount in Row (11):
9.9%(2)

 

 

14)

Type of Reporting Person:
HC, CO

 

(1) The number of shares reported as beneficially owned is as of September 16, 2008.  Includes shares beneficially owned by Inland Investment Advisors, Inc., an indirect wholly-owned subsidiary of The Inland Group, Inc., through its management of the discretionary accounts of its clients.

 

(2) The percentage is calculated based on a total of 47,045,077 of the Issuer’s shares of common stock, par value $0.01 per share, outstanding as of September 16, 2008.

 

6


 

CUSIP No.   140288200

 

 

1)

Names of Reporting Persons
Eagle Financial Corp.

 

 

2)

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

 

 

(a)

 o

 

 

(b)

 x

 

 

3)

SEC Use Only

 

 

4)

Source of Funds:
WC, OO

 

 

5)

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

 

 

6)

Place of Organization:
Illinois

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:
0

 

8)

Shared Voting Power:
4,000(1)

 

9)

Sole Dispositive Power:
0

 

10)

Shared Dispositive Power:
4,000(1)

 

 

11)

Aggregate Amount Beneficially Owned by Each Reporting Person:
4,000(1)

 

 

12)

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

 

 

13)

Percent of Class Represented by Amount in Row (11):
0.0%(2)

 

 

14)

Type of Reporting Person:
CO

 

(1) The number of shares reported as beneficially owned is as of September 16, 2008.

 

(2) The percentage is calculated based on a total of 47,045,077 of the Issuer’s shares of common stock, par value $0.01 per share, outstanding as of September 16, 2008.

 

7


 

CUSIP No.   140288200

 

 

1)

Names of Reporting Persons
The Inland Real Estate Transactions Group, Inc.

 

 

2)

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

 

 

(a)

 o

 

 

(b)

 x

 

 

3)

SEC Use Only

 

 

4)

Source of Funds:
OO

 

 

5)

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

 

 

6)

Place of Organization:
Illinois

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:
0

 

8)

Shared Voting Power:
4,000(1)

 

9)

Sole Dispositive Power:
0

 

10)

Shared Dispositive Power:
4,000(1)

 

 

11)

Aggregate Amount Beneficially Owned by Each Reporting Person:
4,000(1)

 

 

12)

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

 

 

13)

Percent of Class Represented by Amount in Row (11):
0.0%(2)

 

 

14)

Type of Reporting Person:
HC, CO

 

(1) The number of shares reported as beneficially owned is as of September 16, 2008.

 

(2) The percentage is calculated based on a total of 47,045,077 of the Issuer’s shares of common stock, par value $0.01 per share, outstanding as of September 16, 2008.

 

8


 

CUSIP No.   140288200

 

 

1)

Names of Reporting Persons
Inland Mortgage Investment Corp.

 

 

2)

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

 

 

(a)

 o

 

 

(b)

 x

 

 

3)

SEC Use Only

 

 

4)

Source of Funds:
WC, OO

 

 

5)

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

 

 

6)

Place of Organization:
Illinois

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:
0

 

8)

Shared Voting Power:
4,500(1)

 

9)

Sole Dispositive Power:
0

 

10)

Shared Dispositive Power:
4,500(1)

 

 

11)

Aggregate Amount Beneficially Owned by Each Reporting Person:
4,500(1)

 

 

12)

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

 

 

13)

Percent of Class Represented by Row (11):
0.0%(2)

 

 

14)

Type of Reporting Person:
HC, CO

 

(1) The number of shares reported as beneficially owned is as of September 16, 2008.

 

(2) The percentage is calculated based on a total of 47,045,077 of the Issuer’s shares of common stock, par value $0.01 per share, outstanding as of September 16, 2008.

 

9


 

CUSIP No.   140288200

 

 

1)

Names of Reporting Persons
Minto Builders (Florida), Inc.

 

 

2)

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

 

 

(a)

 o

 

 

(b)

 x

 

 

3)

SEC Use Only

 

 

4)

Source of Funds:
WC, OO

 

 

5)

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

 

 

6)

Place of Organization:
Florida

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:
0

 

8)

Shared Voting Power:
71,800(1)

 

9)

Sole Dispositive Power:
0

 

10)

Shared Dispositive Power:
71,800(1)

 

 

11)

Aggregate Amount Beneficially Owned by Each Reporting Person:
71,800(1)

 

 

12)

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

 

 

13)

Percent of Class Represented by Amount in Row (11):
0.2%(2)

 

 

14)

Type of Reporting Person:
CO

 

(1) The number of shares reported as beneficially owned is as of September 16, 2008.

 

(2) The percentage is calculated based on a total of 47,045,077 of the Issuer’s shares of common stock, par value $0.01 per share, outstanding as of September 16, 2008.

 

10


 

CUSIP No.   140288200

 

 

1)

Names of Reporting Persons
Daniel L. Goodwin

 

 

2)

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

 

 

(a)

 o

 

 

(b)

 x

 

 

3)

SEC Use Only

 

 

4)

Source of Funds:
OO

 

 

5)

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

 

 

6)

Citizenship:
United States

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:
0

 

8)

Shared Voting Power:
4,639,365(1)

 

9)

Sole Dispositive Power:
0

 

10)

Shared Dispositive Power:
4,639,365(1)

 

 

11)

Aggregate Amount Beneficially Owned by Each Reporting Person:
4,639,365(1)

 

 

12)

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

 

 

13)

Percent of Class Represented by Amount in Row (11):
9.9%(2)

 

 

14)

Type of Reporting Person:
HC, IN

 

(1) The number of shares reported as beneficially owned is as of September 16, 2008.  Includes shares beneficially owned by Inland Investment Advisors, Inc., an indirect wholly-owned subsidiary of The Inland Group, Inc., through its management of the discretionary accounts of its clients.  Mr. Goodwin is the controlling shareholder of The Inland Group, Inc.

 

(2) The percentage is calculated based on a total of 47,045,077 of the Issuer’s shares of common stock, par value $0.01 per share, outstanding as of September 16, 2008.

 

11


 

CUSIP No.   140288200

 

 

1)

Names of Reporting Persons
Robert H. Baum

 

 

2)

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

 

 

(a)

 o

 

 

(b)

 x

 

 

3)

SEC Use Only

 

 

4)

Source of Funds:
OO

 

 

5)

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

 

 

6)

Citizenship:
United States

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:
1,000(1)

 

8)

Shared Voting Power:
0

 

9)

Sole Dispositive Power:
1,000(1)

 

10)

Shared Dispositive Power:
0

 

 

11)

Aggregate Amount Beneficially Owned by Each Reporting Person:
1,000(1)

 

 

12)

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

 

 

13)

Percent of Class Represented by Amount in Row (11):
0.0%(2)

 

 

14)

Type of Reporting Person:
IN

 

(1) The number of shares reported as beneficially owned is as of September 16, 2008.

 

(2) The percentage is calculated based on a total of 47,045,077 of the Issuer’s shares of common stock, par value $0.01 per share, outstanding as of September 16, 2008.

 

12


 

CUSIP No.   140288200

 

This Amendment No. 3 to schedule 13D (the “Amendment No. 3”) amends and supplements the schedule 13D filed by Inland American Real Estate Trust, Inc., Inland Western Retail Real Estate Trust, Inc., Inland Investment Advisors, Inc., Inland Real Estate Investment Corporation, The Inland Group, Inc. and Daniel L. Goodwin with the Securities and Exchange Commission (the “SEC”) on September 20, 2007 (the “Initial Statement” and together with Amendment No. 1 filed with the SEC on February 22, 2008, Amendment No. 2 filed with the SEC on July 23, 2008 and Amendment No. 3, the “Schedule 13D”) in connection with the acquisition of additional Shares by Inland American and MB REIT and the entry into a confidentiality agreement with the Company by Inland Capital Markets Group, Inc., a subsidiary of IREIC.  Capitalized terms used in this Amendment No. 3 without being defined herein have the meanings given to them in the Initial Statement, or the prior amendments, as applicable.

 

 

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended and supplemented by the addition of the following information:

Pursuant to the Inland American Advisory Agreement, Adviser has purchased on behalf of Inland American an additional 167,319 Shares for an aggregate price of $1,347,231 in approximately 29 open-market transactions from July 22, 2008 through September 4, 2008.  On September 16, 2008, Inland American purchased an additional 1,317,524 Shares directly from the Company pursuant to a share purchase agreement dated September 16, 2008 by and between Inland American and the Company for an aggregate price of $10,000,007.  The share purchase agreement is attached to this Schedule 13D as Exhibit 7.8.  The working capital of Inland American and brokerage account margin loans were the sources of consideration for the purchases. 

Pursuant to the MB REIT Advisory Agreement, Adviser has purchased on behalf of MB REIT an additional 18,700 Shares for an aggregate price of $146,499 in approximately 5 open-market transactions from July 22, 2008 through August 7, 2008.  The working capital of MB REIT and brokerage account margin loans were the sources of consideration for the purchases. 

Item 4.

Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows:

Adviser beneficially owns the Shares by virtue of having discretionary authority to vote and dispose of the Shares pursuant to the respective Advisory Agreements with Inland American and IWRRETI.  Adviser is a wholly-owned subsidiary of IREIC, which is a wholly-owned subsidiary of TIGI, of which Mr. Goodwin is the controlling shareholder.  Each of the Reporting Persons acquired the Company’s Shares for the purpose of making an investment in the Company.  Inland American and Adviser have considered and are considering various courses of action with respect to the Company, including:  (i) causing the Reporting Persons, or a subsidiary or affiliate thereof, to acquire additional Shares, by purchase, in a cash tender offer or exchange offer; (ii) entering into a joint venture relating to a material amount of the assets of the Company or other strategic transaction; (iii) a merger (including a cash merger), a purchase of all of the assets of the Company or a similar transaction between Inland American, or an affiliate of Inland American, and the Company; and (iv) seeking representation on the Company’s board of directors (each a “Potential Transaction”).

Prior to September 17, 2008, Inland Capital Markets Group, Inc. (“Inland Capital”) a subsidiary of IREIC, had preliminary discussions with the Company to explore whether a Potential Transaction was desirable for either party.  On September 16, 2008, Inland American purchased 1,317,524 additional

 

13


 

CUSIP No.   140288200

 

Shares (representing approximately 2.8 per cent of the outstanding Shares) from the Company (the “Additional Shares”).  As a result, the Reporting Persons own an aggregate of 9.9% of the outstanding common stock of the Company.  The Additional Shares are registered pursuant to an effective shelf registration statement of the Company and were purchased for $7.59 per share as an investment and to facilitate the ability of Inland American or an affiliate to consummate a Potential Transaction.  Inland American or an affiliate expects to engage in additional discussions with the Company and subject to additional diligence and discussions with the Company intends to propose a Potential Transaction with the Company.  Also on September 16, 2008, Inland Capital entered into a confidentiality agreement (“Confidentiality Agreement”) with the Company to allow Inland Capital and Inland American to review confidential information of the Company to discuss Potential Transactions with the Company and allow Inland American or an affiliate to propose a Potential Transaction.  There can be no assurance that a Potential Transaction will be proposed by Inland American or an affiliate, that the Company will agree to consider a Potential Transaction, that the terms of any Potential Transaction will be acceptable to the Company or whether a Potential Transaction will be consummated. Each of the Reporting Persons reserves the right, should it determine to do so at any time after the date of this filing, to take such actions with respect to its holdings in the Company as each deems appropriate in light of the circumstances existing from time to time. Such actions may include, but are not limited to: continuing to hold its Shares, disposing of some or all of its Shares in the open market or in privately negotiated transactions to one or more purchasers or otherwise, or acquiring additional Shares in the open market or in privately negotiated transactions from one or more sellers or otherwise subject to the Confidentiality Agreement.  The Confidentiality Agreement contains customary provisions pursuant to which, among other things, Inland Capital agreed, on behalf of itself and its affiliates and representatives, subject to certain exceptions, to keep confidential all non-public information furnished by the Company and to use such information solely for the purpose of evaluating a Potential Transaction between the parties.  The Confidentiality Agreement also includes customary mutual employee non-solicitation provisions operative from the date of the Confidentiality Agreement and continuing until twelve months after Inland Capital and Inland American have terminated evaluations of a Potential Transaction. The Confidentiality Agreement further includes customary standstill provisions, operative from the date of the Confidentiality Agreement and continuing until twelve months after Inland Capital and Inland American have terminated negotiations with respect to a Potential Transaction, prohibiting, among other things, acquiring any voting securities issued by the Company, without the prior written consent of the Company.

Each of the Reporting Persons intends to continuously review its investment in the Company and may pursue any Potential Transaction. Any one or more of the Reporting Persons, except IWRRETI, may seek control of the Company or may merely seek to increase its or his beneficial ownership of Shares of the Company without obtaining control.  Any one or more of the Reporting Persons with dispositive power 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, each of the Reporting Persons 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 each of the Reporting Persons, developments in the business, general economic conditions, and finances of the Reporting Persons and stock market conditions.

Item 5.

Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

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

 

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CUSIP No.   140288200

 

of the Reporting Persons, which is incorporated herein by reference.  The Adviser makes decisions as to dispositions of the Shares held in the discretionary accounts of the Adviser Clients (as defined below in Item 6) by means of a committee composed of three of the directors of Adviser.  No one officer or director of any of the Reporting Persons, with the exception of Mr. Goodwin, has the ability to direct the disposition of the Shares.   

(b)           See responses corresponding to rows seven through ten of the cover page of each Reporting Person for the number of Shares as to which that Reporting Person has sole power to vote or to direct the vote, shared power to 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.  The Adviser shares the power to vote or direct the vote and the power of disposition with each of the Adviser Clients with respect to the Shares in their respective accounts.   

(c)           Since July 21, 2008 (the date through which transactions in Shares were reported in Amendment No. 2, the most recent Schedule 13D filing by the Reporting Persons regarding the issuer’s shares), Adviser has effected the following Share transactions for the account of Inland American, each via the New York Stock Exchange:

 

Date

 

Type of 
Transaction

 

No. of Shares

 

Price Per Share

 

Total Purchase Price

 

July 23, 2008

 

Buy

 

5,000

 

$

8.01

 

$

40,025

 

July 24, 2008

 

Buy

 

2,000

 

$

7.84

 

$

15,680

 

July 25, 2008

 

Buy

 

2,000

 

$

7.82

 

$

15,705

 

July 28, 2008

 

Buy

 

6,500

 

$

7.93

 

$

51,572

 

July 29, 2008

 

Buy

 

5,000

 

$

7.94

 

$

39,685

 

July 30, 2008

 

Buy

 

7,000

 

$

7.88

 

$

55,150

 

July 31, 2008

 

Buy

 

6,300

 

$

7.79

 

$

49,048

 

August 1, 2008

 

Buy

 

3,000

 

$

7.93

 

$

23,899

 

August 1, 2008

 

Buy

 

5,000

 

$

7.94

 

$

39,686

 

August 4, 2008

 

Buy

 

5,000

 

$

7.78

 

$

38,918

 

August 5, 2008

 

Buy

 

7,500

 

$

7.85

 

$

58,838

 

August 6, 2008

 

Buy

 

4,500

 

$

7.91

 

$

35,580

 

August 7, 2008

 

Buy

 

7,000

 

$

7.88

 

$

55,135

 

August 8, 2008

 

Buy

 

2,500

 

$

7.92

 

$

19,788

 

August 11, 2008

 

Buy

 

8,000

 

$

8.28

 

$

66,206

 

August 12, 2008

 

Buy

 

4,600

 

$

8.25

 

$

37,973

 

August 13, 2008

 

Buy

 

8,000

 

$

8.51

 

$

68,092

 

August 14, 2008

 

Buy

 

3,500

 

$

8.48

 

$

29,793

 

August 18, 2008

 

Buy

 

3,300

 

$

8.19

 

$

27,120

 

August 19, 2008

 

Buy

 

8,500

 

$

8.17

 

$

69,705

 

August 20, 2008

 

Buy

 

8,500

 

$

8.00

 

$

68,244

 

August 21, 2008

 

Buy

 

7,500

 

$

7.81

 

$

58,563

 

August 26, 2008

 

Buy

 

7,500

 

$

7.88

 

$

59,114

 

August 27, 2008

 

Buy

 

7,019

 

$

7.93

 

$

55,678

 

August 28, 2008

 

Buy

 

5,200

 

$

8.14

 

$

42,305

 

 

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CUSIP No.   140288200

 

 

August 29, 2008

 

Buy

 

3,000

 

$

8.20

 

$

24,610

 

September 2, 2008

 

Buy

 

10,000

 

$

8.32

 

$

83,154

 

September 3, 2008

 

Buy

 

6,900

 

$

8.17

 

$

56,379

 

September 4, 2008

 

Buy

 

7,500

 

$

8.21

 

$

61,592

 

 

In addition, Inland American has effected the following Share transactions for its own account, via direct issuance by the Company pursuant to the Company’s S-3 registration statement (file number 333-148653) filed with the SEC on January 14, 2008:

 

Date

 

Type of 
Transaction

 

No. of Shares

 

Price Per Share

 

Total Purchase Price

 

September 16, 2008

 

Buy

 

1,317,524

 

$

7.59

 

$

10,000,007

 

 

Since July 21, 2008 (the date through which transactions in Shares were reported in Amendment No. 2, the most recent Schedule 13D filing by the Reporting Persons regarding the issuer’s shares), Adviser has effected the following Share transactions for the account of MB REIT, each via the New York Stock Exchange:

 

Date

 

Type of 
Transaction

 

No. of Shares

 

Price Per Share

 

Total Purchase Price

 

July 24, 2008

 

Buy

 

5,000

 

$

7.98

 

$

40,065

 

July 30, 2008

 

Buy

 

5,000

 

$

7.75

 

$

38,905

 

July 31, 2008

 

Buy

 

5,000

 

$

7.70

 

$

38,655

 

August 4, 2008

 

Buy

 

700

 

$

7.65

 

$

5,381

 

August 7, 2008

 

Buy

 

3,000

 

$

7.80

 

$

23,495

 

 

To the knowledge of Inland American, IWRRETI, Adviser, IREIC, TIGI, Eagle, TIRETG, IMIC and MB REIT, respectively, none of their executive officers and directors has effected any transactions in Shares of the Company since July 21, 2008.

 

(d)           None.

 

(e)           Not Applicable.

 

Item 6.

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

Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of the following information:

Inland American has entered into an agreement to purchase shares directly from the Company which is attached hereto as Exhibit 7.8 and is described in Item 4 above.

Inland American has entered into the Confidentiality Agreement which is attached hereto as Exhibit 7.9 and is described in Item 4 above. 

 

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CUSIP No.   140288200

 

 

Item 7.

Material to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

 

Exhibit Number

 

Exhibit

7.7

 

Joint Filing Agreement

 

 

 

7.8

 

Share purchase agreement, dated September 16, 2008, between Inland American Real Estate Trust, Inc. and CapLease, Inc.

 

 

 

7.9

 

Confidentiality Agreement, dated September 16, 2008, between Inland American Real Estate Trust, Inc. and CapLease, Inc.

 

17


 

CUSIP No.   140288200

 

 

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 17, 2008

INLAND AMERICAN REAL ESTATE TRUST, INC.

 

 

 

 

 

 

 

 

 /s/ Brenda G. Gujral

 

Name:

 Brenda G. Gujral

 

Title:

 President

 

 

 

Dated: September 17, 2008

INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.

 

 

 

 

 

 

 

 

 /s/ Steven P. Grimes

 

Name:

 Steven P. Grimes

 

Title:

 Chief Operating Officer and Chief Financial
 Officer

 

 

 

Dated: September 17, 2008

INLAND INVESTMENT ADVISORS, INC.

 

 

 

 

 

 

 

 

 /s/ Roberta S. Matlin

 

Name:

 Roberta S. Matlin

 

Title:

 President

 

 

 

Dated: September 17, 2008

INLAND REAL ESTATE INVESTMENT CORPORATION

 

 

 

 

 

 

 

 

 /s/ Roberta S. Matlin

 

Name:

 Roberta S. Matlin

 

Title:

 Senior Vice President

 

 

 

Dated: September 17, 2008

THE INLAND GROUP, INC.

 

 

 

 

 

 

 

 

 /s/ Daniel L. Goodwin

 

Name:

 Daniel L. Goodwin

 

Title:

 President

 

 

 

Dated: September 17, 2008

Eagle Financial CorP.

 

 

 

 

 

 

 

 

 /s/ Daniel L. Goodwin

 

Name:

 Daniel L. Goodwin

 

Title:

 President

 


 

CUSIP No.   140288200

 

 

Dated: September 17, 2008

The Inland Real Estate Transactions Group,
Inc.

 

 

 

 

 

 

 

 

 /s/ Daniel L. Goodwin

 

Name:

 Daniel L. Goodwin

 

Title:

 President

 

 

 

 

 

 

Dated: September 17, 2008

Minto Builders (Florida), Inc.

 

 

 

 

 

 

 

 

 /s/ Roberta S. Matlin

 

Name:

 Roberta S. Matlin

 

Title

 Vice President

 

 

 

Dated: September 17, 2008

Inland Mortgage Investment Corp.

 

 

 

 

 

 

 

 

 /s/ Daniel L. Goodwin

 

Name:

 Daniel L. Goodwin

 

Title:

 President

 

 

 

Dated: September 17, 2008

Daniel L. Goodwin

 

 

 

 

 

 

 

 

 /s/ Daniel L. Goodwin

 

 

 

Dated: September 17, 2008

Robert H. baum

 

 

 

 

 

 

 

 

 /s/ Robert H. Baum

 

 EX-7.7 2 a08-23756_1ex7d7.htm EX-7.7

EXHIBIT 7.7

 

JOINT FILING AGREEMENT

 

Pursuant to Rule 13d-1(k) promulgated under the Securities Act of 1934, as amended, each of Inland American Real Estate Trust, Inc., Inland Western Retail Real Estate Trust, Inc., Inland Investment Advisors, Inc., Inland Real Estate Investment Corporation, The Inland Group, Inc., Eagle Financial Corp., The Inland Real Estate Transactions Group, Inc., Inland Mortgage Investment Corp., Minto Builders (Florida), Inc., Daniel L. Goodwin and Robert H. Baum hereby agree that the Schedule 13D to which this Exhibit 7.7 is attached and any amendments thereto relating to the acquisition or disposition of shares of common stock of CapLease, Inc. is filed jointly on behalf of each of them.

 

This agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original, and all of which together shall be deemed to constitute one and the same instrument.

 

IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement.

 

 

Dated: September 17, 2008

INLAND AMERICAN REAL ESTATE TRUST, INC.

 

 

 

 

 

 

  /s/ Brenda G. Gujral

 

Name:

  Brenda G. Gujral

 

Title:

  President

 

Dated: September 17, 2008

INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.

 

 

 

 

 

 

  /s/ Steven P. Grimes

 

Name:

  Steven P. Grimes

 

Title:

  Chief Operating Officer and Chief Financial

 

 

  Officer

 

Dated: September 17, 2008

INLAND INVESTMENT ADVISORS, INC.

 

 

 

 

 

 

  /s/ Roberta S. Matlin

 

Name:

  Roberta S. Matlin

 

Title:

  President

 

Dated: September 17, 2008

INLAND REAL ESTATE INVESTMENT CORPORATION

 

 

 

 

 

 

  /s/ Roberta S. Matlin

 

Name:

  Roberta S. Matlin

 

Title:

  Senior Vice President

 


 

Dated: September 17, 2008

THE INLAND GROUP, INC.

 

 

 

 

 

 

  /s/ Daniel L. Goodwin

 

Name:

  Daniel L. Goodwin

 

Title:

  President

 

Dated: September 17, 2008

EAGLE FINANCIAL CORP.

 

 

 

 

 

 

  /s/ Daniel L. Goodwin

 

Name:

  Daniel L. Goodwin

 

Title:

  President

 

Dated: September 17, 2008

THE INLAND REAL ESTATE TRANSACTIONS GROUP,

 

INC.

 

 

 

 

 

 

  /s/ Daniel L. Goodwin

 

Name:

  Daniel L. Goodwin

 

Title:

  President

 

Dated: September 17, 2008

INLAND MORTGAGE INVESTMENT CORP.

 

 

 

 

 

 

  /s/ Daniel L. Goodwin

 

Name:

  Daniel L. Goodwin

 

Title:

  President

 

Dated: September 17, 2008

MINTO BUILDERS (FLORIDA), INC.

 

 

 

 

 

 

  /s/ Roberta S. Matlin

 

Name:

  Roberta S. Matlin

 

Title:

  Vice President

 

Dated: September 17, 2008

DANIEL L. GOODWIN

 

 

 

 

 

 

  /s/ Daniel L. Goodwin

 

Dated: September 17, 2008

ROBERT H. BAUM

 

 

 

 

 

 

  /s/ Robert H. Baum

 

 EX-7.8 3 a08-23756_1ex7d8.htm EX-7.8

Exhibit 7.8

 

CapLease, Inc.
1065 Avenue of the Americas
New York, New York 10018

 

September 16, 2008

 

Inland American Real Estate Trust, Inc.
2901 Butterfield Road

Oakbrook, IL 60523

 

Re: Common Stock Offering

 

Ladies and Gentlemen:

 

As of the date hereof, we have agreed to issue to you 1,317,524 shares of common stock of CapLease, Inc., a Maryland corporation (the “Company”) for $7.59 per share. Please arrange to pay 10,000,007.16 in proceeds from such issue in Federal (same day) funds to the Company’s account at Signature Bank. Wire instructions are as follows:

 

Upon receipt of such funds, we will instruct our transfer agent, American Stock Transfer & Trust Company, to issue the shares to you in accordance with the attached instructions.

 

If you have any questions, feel free to call me at

 

 

Very truly yours,

 

 

 

CAPLEASE, INC.

 

 

 

 

 

By:

/s/

Paul C. Hughes

 

Paul C. Hughes

 

Vice President and General Counsel

 

ACKNOWLEDGED AND AGREED:

 

INLAND AMERICAN REAL ESTATE TRUST, INC.

 

By:

 

 

 

 EX-7.9 4 a08-23756_1ex7d9.htm EX-7.9

Exhibit 7.9

 

September 16, 2008

 

HIGHLY CONFIDENTIAL

 

Mrs. Laura Clark

Vice President

Inland Capital Markets Group, Inc.

100 Galleria Parkway, STE 1030

Atlanta, GA 30339

 

Re: Non-Disclosure Agreement

 

Dear Laura:

 

We understand that you and certain persons affiliated with the Inland Real Estate Group of Companies, Inc. (“IREGC”) own approximately 6.9% of our common stock and one of such affiliates is acquiring an additional approximate 2.8% of our common stock and that, while you are presently not making any proposals to the undersigned, you would like to conduct due diligence to propose a possible transaction which may include a purchase of additional shares of our common stock, the acquisition of all of the outstanding shares of our common stock, a joint venture or other strategic transaction or a merger with us. In connection with your evaluation of whether to propose such a possible transaction (the “Possible Transaction”) between you and/or an entity affiliated with IREGC who owns our common stock as of the date hereof or a subsidiary thereof, on the one hand (“Inland,” “you” or “your”), and CapLease, Inc. and/or one or more of its subsidiaries, affiliates, Representatives (as defined below) or divisions (“CapLease,” “we” or “us”), on the other hand, you require access to certain information about us and our assets and operations. All such information, whether furnished before, on or after the date of this agreement (this “Agreement”) is collectively referred to herein as “Evaluation Material.” We acknowledge the receipt of a proposed amendment to the Schedule 13D filed by Inland American and certain other persons relating to our common stock to be filed immediately following the execution of this Agreement. In consideration of our agreement to furnish you such Evaluation Material, each of us hereby agrees as follows:

 

1.             Confidentiality.  To the extent you receive the Evaluation Material, you will use such Evaluation Material only for the purpose of evaluating the Possible Transaction. You agree to keep all Evaluation Material confidential and not to disclose or reveal any of it in any manner (unless otherwise required by law, regulation or legal process; and then only after compliance with Section 3 below), except that the Evaluation Material or portions thereof may be disclosed to those of your subsidiaries, affiliates, divisions, directors, trustees, officers, employees, attorneys, accountants, advisors and agents (collectively “Representatives”; as the context may require, the term “Representatives” may refer to your subsidiaries, affiliates, divisions, directors, trustees, officers, employees, attorneys, accountants, advisors and agents) who need to know such information for the purpose of evaluating the Possible Transaction (it being understood that those Representatives will be informed of the confidential nature of the evaluation material and the existence of this Agreement, and directed to abide by its terms).

 


 

2.             Evaluation Material.  The term “Evaluation Material” does not include information which (i) at the time of disclosure or thereafter is available to and known by the public (other than as a result of its disclosure by you or your Representatives), (ii) was available to you or your Representatives on a non-confidential basis from a source other than the disclosing party or the Representatives of the disclosing party or (iii) has been independently acquired or developed by you or your Representatives without violating any of its obligations under this Agreement.  We acknowledge that you will incur substantial expenses in connection with your evaluation of whether to propose a Possible Transaction and that you wish to accomplish such due diligence review by October 3, 2008. Accordingly, CapLease agrees to use its commercially reasonable efforts to provide promptly such access to our executive personnel, business records, documents, reports, title policies, loan documents and any other material as you reasonably may request in connection with your due diligence review.

 

3.             Required Disclosure.  In the event that you or any of your Representatives is requested pursuant to, or required by, applicable law, regulation, or legal process to disclose any of the Evaluation Material or the fact that the Evaluation Material has been made available or to make any other disclosure restricted under Section 5 or Section 11 of this Agreement, prior to making such disclosure you will notify us as soon as reasonably possible so that we may seek a protective order or other appropriate remedy or, in our sole discretion, waive compliance with the terms of this Agreement. In the event that no such protective order or other remedy is obtained, or that we waive compliance with the terms of this Agreement, you will furnish only that information which you are advised by legal counsel is legally required and will exercise all commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information, if such disclosure is non-public. CapLease acknowledges that Inland American is currently selling shares of its stock pursuant to an effective registration statement and that nothing herein shall obligate Inland American to cease sales under such registration statement or any successor registration statement or prevent Inland American from filing and distributing one or more prospectuses, prospectus supplements, or making other disclosure relating to such registration statements.

 

4.             Termination of Evaluation.  If you decide to cease your evaluation of whether to propose a Possible Transaction, you will either return to the undersigned or destroy the original and all copies of the Evaluation Material in your possession or in the possession of your Representatives, and you will destroy all copies of any analyses, compilations, studies or other documents prepared by you or for your internal use which reflect the Evaluation Material; provided, that any analyses, compilations, studies or other documents prepared by you or for your internal use which reflect the Evaluation Material, in lieu of being returned to us, may be destroyed by you (except to the extent such destruction is prohibited). Notwithstanding any obligation to return or destroy the Evaluation Material set forth in this Agreement, you may retain one copy in your legal files for defense, compliance and/or regulatory purposes.

 

5.             No Publicity.  Each of us agrees, unless otherwise required by law, regulation or legal process and then only after compliance with Section 3 above, not to disclose to any other person the fact that the Evaluation Material has been made available to you or that an evaluation of a Possible Transaction is taking place.

 

2


 

6.             No Representation or Warranty.  Each of us understands and acknowledges that although the Evaluation Material contains information which we believe to be accurate and relevant for the purpose of your evaluation of whether to propose a Possible Transaction, we and our Representatives do not make any representation or warranty, expressed or implied, as to the accuracy or completeness of the Evaluation Material. Each of us agrees that neither we nor our Representatives shall have any responsibility to you or any of your Representatives relating to or arising from the use of the Evaluation Material, except as may be specifically provided in any agreement that we may subsequently execute.

 

7.             No Obligation to Propose a Possible Transaction or if Proposed, Consummate a Possible Transaction.  Each of us agrees that unless and until a definitive agreement between us with respect to a Possible Transaction has been executed and delivered (a “Transaction Agreement”), if ever, neither party will be under any legal obligation of any kind with respect to such a transaction by virtue of this Agreement or any written or oral expression with respect to such a transaction by a party or any of its Representatives, except, in the case of this Agreement, for the matters specifically agreed to herein.

 

8.             No License.  Evaluation Material disclosed hereunder shall at all times remain, as between the parties, our property. No license under any trade secrets, copyrights or other rights is granted by this Agreement or any disclosure of the Evaluation Material hereunder.

 

9.             Remedies.  Any breach of our mutual understanding with respect to the publicity or any breach of the confidentiality undertaking herein by anyone making any disclosure or misappropriation of Evaluation Material could cause irreparable harm to the non-breaching party, the amount of which would be extremely difficult to estimate. Accordingly, it is understood and agreed that monetary funds would not be a sufficient remedy for any such breach of this Agreement and that specific performance and injunctive relief shall be appropriate remedies for any such breach or any threat of such breach. Such remedies shall not be deemed to be the exclusive remedies for any such breach of this Agreement but shall be in addition to all other remedies available at law or in equity. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines in a final, nonappealable order that this Agreement has been breached by either party or by its Representatives, then the breaching party will reimburse the non-breaching party for its costs and expenses (including, without limitation, legal fees and expenses) incurred in connection with all such litigation.

 

10.           Securities Laws.  The parties hereby acknowledge that they are aware that the United States securities laws prohibit any person who has received from an issuer material, non-public information of the type which is the subject of this Agreement from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person will purchase or sell securities. Nothing herein shall be construed as demonstrating that material, non-public information has or will be obtained by you, such determination being made on the facts and circumstances surrounding the information actually received by a person.

 

11.           Standstill.  Except as contemplated by our discussions, as contemplated by this Agreement or as disclosed by Inland, in accordance with the terms of a Transaction Agreement or the prior written approval by the Board of Directors of CapLease, or pursuant to agreements

 

3


 

or arrangements in existence as of the date of this Agreement, subject to the terms of this Agreement, you shall not, directly or indirectly, during the period commencing on the date of this Agreement and continuing until twelve (12) months after termination of negotiations between the parties with respect to a Possible Transaction:

 

(i)            acquire, or offer or agree to acquire, directly or indirectly, by purchase or otherwise, any securities of CapLease (or direct or indirect rights or options to acquire any securities of the other party);

 

(ii)           solicit proxies or consents or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A under the Securities Exchange Act of 1934, as amended) or the rules or regulations thereunder of proxies or consents (including, without limitation, any consent to call a special meeting of stockholders) with respect to securities of CapLease with regard to any matter or initiate any stockholder proposal with respect to CapLease;

 

(iii)          seek to (a) control or influence the management or Board of Directors of CapLease with respect to the policies of CapLease, (b) advise, encourage or influence any person with respect to the voting of any securities of CapLease, or (c) induce or in any manner assist any other person to initiate (i) any stockholder proposal with respect to the securities of CapLease, (ii) any change of control of CapLease, (iii) any action for the purpose of convening a meeting of stockholders of CapLease or (iv) any tender or exchange offer for securities of CapLease;

 

(iv)          make any public announcement or make any private written or oral proposal relating to a tender or exchange offer for securities of CapLease, a business combination (or other similar transaction that would result in a change of control), sale of assets, merger, consolidation, liquidation or other extraordinary corporate transaction involving CapLease or any of its affiliates (each such transaction being referred to herein as an “Acquisition”) or take any action which might require CapLease to make a public announcement regarding any Acquisition;

 

(v)           deposit any securities of CapLease in a voting trust or subject any securities of the other party to any arrangement or agreement with respect to the voting of securities of the other party;

 

(vi)          form, join or in any way participate in a partnership, limited partnership, syndicate or other group (or otherwise act in concert with any other person) for the purpose of acquiring, holding, voting or disposing of securities of CapLease or taking any other actions restricted or prohibited under clauses (i) through (v) of this paragraph;

 

(vii)         enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing;

 

(viii)        disclose any intention, plan or arrangements inconsistent with the foregoing; or

 

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(ix)           advise, assist or encourage any other person in connection with any of the foregoing.

 

Notwithstanding anything to the contrary, the obligations of this Section 11 shall terminate with respect to a party in the event there is a public announcement or it otherwise becomes publicly known that (x) CapLease and any person or group have entered into an agreement that, if consummated, would result in that person or group, directly or indirectly, acquiring more than ten percent (10%) (12.5% in the case of Hotchkis & Wiley) of the outstanding capital stock of CapLease or, in any manner, control of its board of directors (including, without limitation, through a solicitation of proxies) or all or substantially all of the assets of CapLease; or (y) a third party or group has made, or has announced its intention to make, an offer to acquire (in any manner), directly or indirectly, more than ten percent (10%) (12.5% in the case of Hotchkis & Wiley) of the outstanding capital stock of CapLease or control of its board of directors (including, without limitation, through a solicitation of proxies) or all or substantially all of the assets of CapLease, without or without the consent of CapLease’s board of directors.

 

12.           Non-solicitation of Employees.  Each of the parties covenants and agrees that during the period commencing on the date of this Agreement and continuing until twelve (12) months after termination of your evaluation of whether to propose a Possible Transaction, the parties will not, directly or indirectly, employ, or seek to employ the other party’s or other party’s affiliates or subsidiaries’ then-current employees or, solicit, recruit or encourage any of the other party’s or other party’s affiliates or subsidiaries’ then-current employees to terminate their employment with the other party or the other party’s affiliates or subsidiaries; provided, however, that this Section 12 will not prevent either party from (A) causing to be placed any general advertisements in newspapers and/or other media of general circulation (including without limitation advertisements posted on the Internet) that is not targeted specifically at the then-current employees of the other party or its affiliates or subsidiaries; or (B) engaging any recruiting firm or similar organization to identify and solicit persons for employment on behalf of such party, so long as such recruiting firm or organization is not instructed to target any then- current employees of the other party and its affiliates and subsidiaries.

 

13.           Representatives.  Each of us agrees that our Representatives shall be subject to the terms of this Agreement, and that each of us is responsible for any breach of this Agreement by our respective Representatives.

 

14.           Term.  Except as provided in Section 11 and Section 12, this Agreement shall become effective when signed by each of us, survive any termination of your evaluation as to whether to propose a Possible Transaction and shall remain in force for one year after termination of your evaluation as to whether to propose a Possible Transaction to us.

 

15.           Amendments and Waivers.  The Agreement may be amended or modified, and any of the terms or covenants hereof may be waived, only by a written instrument duly executed by each of the parties hereto, or in the case of a waiver, by the party waiving compliance.

 

16.           Governing Law and Jurisdiction.  This Agreement (including any claim or controversy arising out of or relating to this Agreement) shall be governed by the laws of the State of New York without regard to conflict of law principles that would result in the

 

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application of any law other than the law of the State of New York. Each party irrevocably submits to the non-exclusive jurisdiction of any New York State or Federal court sitting in the City of New York over any suit, action or proceeding arising out of or relating to this Agreement.

 

17.           Severability.  If any provisions of this Agreement, or the application thereof to any person, place or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable or void, the remainder of this Agreement and such provision as applied to other persons, places or circumstances shall remain in full force and effect which is not otherwise material to the parties intentions hereunder.

 

18.           Counterparts.  This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement, and all of which, when taken together, shall be deemed to constitute one and the same agreement.

 

Please confirm your agreement with the foregoing by signing and returning this Agreement to the undersigned.

 

 

Very truly yours,

 

 

 

CapLease, Inc.

 

 

 

 

 

By:

/s/ Paul C. Hughes

 

Name:

Paul C. Hughes

 

Title:

General Counsel

 

 

 

 

ACCEPTED AND AGREED TO AS OF

 

September 16, 2008: 6:00 PM EST

 

 

 

Inland Capital Markets Group, Inc.

 

 

 

By:

/s/ Laura Clark

 

 

 

Name:

Laura Clark

 

 

 

Title:

Vice President

 

 

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