0001193125-14-423569.txt : 20141124 0001193125-14-423569.hdr.sgml : 20141124 20141124172153 ACCESSION NUMBER: 0001193125-14-423569 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20141124 DATE AS OF CHANGE: 20141124 GROUP MEMBERS: ELCO LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Landmark Apartment Trust, Inc. CENTRAL INDEX KEY: 0001347523 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 203975609 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-85506 FILM NUMBER: 141247170 BUSINESS ADDRESS: STREET 1: 3505 E FRONTAGE ROAD STREET 2: STE 150 CITY: TAMPA STATE: FL ZIP: 33607 BUSINESS PHONE: 813-281-2907 MAIL ADDRESS: STREET 1: 3505 E FRONTAGE ROAD STREET 2: STE 150 CITY: TAMPA STATE: FL ZIP: 33607 FORMER COMPANY: FORMER CONFORMED NAME: Landmark Apartment Trust of America, Inc. DATE OF NAME CHANGE: 20120807 FORMER COMPANY: FORMER CONFORMED NAME: Apartment Trust of America, Inc. DATE OF NAME CHANGE: 20110103 FORMER COMPANY: FORMER CONFORMED NAME: Grubb & Ellis Apartment REIT, Inc. DATE OF NAME CHANGE: 20071210 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ELCO NORTH AMERICA INC. CENTRAL INDEX KEY: 0001626110 IRS NUMBER: 743259697 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: YIGAL ALON STREET 98 CITY: TEL AVIV STATE: L3 ZIP: 67891 BUSINESS PHONE: 972-03-693-9696 MAIL ADDRESS: STREET 1: YIGAL ALON STREET 98 CITY: TEL AVIV STATE: L3 ZIP: 67891 SC 13D 1 d826635dsc13d.htm SC 13D SC 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED

PURSUANT TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO

FILED PURSUANT TO §240.13d-2(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )*

 

 

LANDMARK APARTMENT TRUST, INC.

(Name of Issuer)

COMMON STOCK, $0.01 PAR VALUE

(Title of Class of Securities)

40009R107

(CUSIP Number)

Yaacov M. Gross

Goulston & Storrs PC

885 Third Avenue

New York, New York 10022

(212) 878-5127

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

November 14, 2014

(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 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 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. 40009R107   Page 2 of 12

 

  1.   

Names of Reporting Persons

 

Elco North America Inc.

  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)

 

WC, OO(1)

  5.  

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

 

¨

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

1,421,834.734 (1)

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

1,421,834.734 (1)

   10.   

Shared Dispositive Power

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,421,834.734 (1)

12.  

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

 

¨

13.  

Percent of Class Represented by Amount in Row (11)

 

5.6% (1)(2)

14.  

Type of Reporting Person (See Instructions)

 

CO

 

(1) Elco Landmark Residential Holdings II LLC (“ELRH II”) was the holder of 1,226,994 shares of Common Stock of the Issuer, which ELRH II acquired in connection with the consummation of the transactions contemplated by (i) the Assignment and Assumption Agreement, dated December 20, 2013, by and between ELRH II and Landmark Apartment Trust of America Holdings, LP, a Virginia limited partnership (the “OP”), (ii) the Payment Agreement, dated December 20, 2013, by and among ELRH II, the Issuer, and the OP, and (iii) the Asset Purchase and Contribution Agreement, dated December 20, 2013, by and among the Issuer, Elco Landmark Residential Holdings LLC, a Delaware limited liability company (“ELRH”) and ELRH II. On December 20, 2013, ELRH II subsequently transferred such Common Stock to ELRH. On August 12, 2012, ELRH, of which Elco North America Inc., a Delaware corporation (“ENA”) is a member, entered into a Master Contribution and Recapitalization Agreement pursuant to which ELRH contributed a portfolio of multifamily residential properties to a subsidiary of the Issuer in exchange for cash, equity securities of such subsidiary and shares of Common Stock of the Issuer. On November 13, 2014, ELRH made a pro rata distribution (for no consideration) to ENA, as a member of ELRH, of 1,243,328.734 shares of Common Stock of the Issuer. On November 14, 2014, ENA purchased an additional 178,506 shares of Common Stock of the Issuer from the other member of ELRH for $8.15 per share in a private sale transaction. The Common Stock set forth in this Schedule 13D was received by ENA as a result of such pro rata distribution and private sale transaction.
(2) The percentages used herein are calculated based upon an aggregate 25,609,548 shares of Common Stock outstanding as of November 7, 2014, as disclosed by the Issuer in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2014.


CUSIP No. 40009R107   Page 2 of 12

 

  1.   

Names of Reporting Persons

 

Elco Limited

  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(1)

  5.  

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

 

¨

  6.  

Citizenship or Place of Organization

 

Israel

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

1,421,834.734 (1)(3)

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

1,421,834.734 (1)(3)

   10.   

Shared Dispositive Power

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,421,834.734(1)(3)

12.  

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

 

¨

13.  

Percent of Class Represented by Amount in Row (11)

 

5.6% (2)

14.  

Type of Reporting Person (See Instructions)

 

CO, HC

 

(1) Elco Landmark Residential Holdings II LLC (“ELRH II”) was the holder of 1,226,994 shares of Common Stock of the Issuer, which ELRH II acquired in connection with the consummation of the transactions contemplated by (i) the Assignment and Assumption Agreement, dated December 20, 2013, by and between ELRH II and Landmark Apartment Trust of America Holdings, LP, a Virginia limited partnership (the “OP”), (ii) the Payment Agreement, dated December 20, 2013, by and among ELRH II, the Issuer, and the OP, and (iii) the Asset Purchase and Contribution Agreement, dated December 20, 2013, by and among the Issuer, Elco Landmark Residential Holdings LLC, a Delaware limited liability company (“ELRH”) and ELRH II. On December 20, 2013, ELRH II subsequently transferred such Common Stock to ELRH. On August 12, 2012, ELRH, of which Elco North America Inc., a Delaware corporation (“ENA”) is a member, entered into a Master Contribution and Recapitalization Agreement pursuant to which ELRH contributed a portfolio of multifamily residential properties to a subsidiary of the Issuer in exchange for cash, equity securities of such subsidiary and shares of Common Stock of the Issuer. On November 13, 2014, ELRH made a pro rata distribution (for no consideration) to ENA, as a member of ELRH, of 1,243,328.734 shares of Common Stock of the Issuer. On November 14, 2014, ENA purchased an additional 178,506 shares of Common Stock of the Issuer from the other member of ELRH for $8.15 per share in a private sale transaction. The Common Stock set forth in this Schedule 13D was received by ENA as a result of such pro rata distribution and private sale transaction.
(2) The percentages used herein are calculated based upon an aggregate 25,609,548 shares of Common Stock outstanding as of November 7, 2014, as disclosed by the Issuer in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2014.
(3) These 1,421,834.734 shares of Common Stock of the Issuer are held by ENA, of which Elco Limited is the sole shareholder. Approximately 64.9% of Elco Limited is directly or indirectly owned by Georg Salkind.


CUSIP No. 40009R107    Page 4 of 12

 

The class of equity securities to which this statement on Schedule 13D (the “Statement”) relates is the Common Stock, par value $0.01 per share (the “Common Stock”) of Landmark Apartment Trust, Inc., a Maryland corporation (the “Issuer”). The principal executive offices of the Company are located at 3505 East Frontage Road, Suite 150, Tampa, Florida 33607.

 

Item 1. Security and Issuer

 

  (a) Title of Class of Equity Securities: Common Stock, par value $0.01.

 

  (b) Name and Address of the Principal Executive Offices: The principal executive offices of the Issuer are located at 3505 East Frontage Road, Suite 150, Tampa, Florida 33607.

 

Item 2. Identity and Background

 

  (a) Name of Person Filing the Statement:

 

  i. Elco North America Inc.

 

  ii. Elco Limited.

 

  iii. Attached hereto as Appendix A is information required by this Item 2 with respect to the executive officers and directors of the persons filing the Statement.

 

  (b) Address or Principal Business Office Or, if None, Residence:

 

  i. Electra Tower, 50th Floor, 98 Yigal Alon Street, Tel Aviv 67891, Israel.

 

  ii. Electra Tower, 50th Floor, 98 Yigal Alon Street, Tel Aviv 67891, Israe.l

 

  iii. Attached hereto as Appendix A is information required by this Item 2 with respect to the executive officers and directors of the persons filing the Statement.

 

  (c) Principal Occupation or Employment:

 

  i. Not applicable.

 

  ii. Not applicable.

 

  iii. Attached hereto as Appendix A is information required by this Item 2 with respect to the executive officers and directors of the persons filing the Statement.

 

  (d) Criminal Proceedings:

 

    During the last five years, neither the persons filing the Statement nor any executive officer or director of the persons filing the Statement has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

 

  (e) Civil Proceedings:

 

    During the last five years, neither the persons filing the Statement nor any executive officer or director of the persons filing the Statement has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.


CUSIP No. 40009R107    Page 5 of 12

 

  (f) Citizenship:

 

  i. See Item 6 of the attached cover pages incorporated by reference herein.

 

  ii. See Item 6 of the attached cover pages incorporated by reference herein.

 

  iii. Attached hereto as Appendix A is information required by this Item 2 with respect to the executive officers and directors of the persons filing the Statement.

 

Item 3. Source and Amount of Funds or Other Consideration

 

  As described in response to Item 4 below, 1,243,328.734 shares of Common Stock of the Issuer to which this Schedule 13D relates have not been purchased by the persons filing the Statement, and thus no funds were used for such purpose. The funds used for the purchase of 178,506 shares of Common Stock of the Issuer from another shareholder in a private sale transaction described in Item 4 below were derived from the working capital of Elco North America Inc., a Delaware corporation (“ENA”).

 

Item 4. Purpose of Transaction

 

  Elco Landmark Residential Holdings II LLC (“ELRH II”) was the holder of 1,226,994 shares of Common Stock of the Issuer, which ELRH II acquired in connection with the consummation of the transactions contemplated by (i) the Assignment and Assumption Agreement, dated December 20, 2013, by and between ERLH II and Landmark Apartment Trust of America Holdings, LP, a Virginia limited partnership (the “OP”), (ii) the Payment Agreement, dated December 20, 2013, by and among ELRH II, the Issuer, and the OP, and (iii) the Asset Purchase and Contribution Agreement, dated December 20, 2013, by and among the Issuer, Elco Landmark Residential Holdings LLC, a Delaware limited liability company (“ELRH”) and ELRH II. On December 20, 2013, ELRH II subsequently transferred such Common Stock to ELRH. On August 12, 2012, ELRH, of which Elco North America Inc., a Delaware corporation (“ENA”) is a member, entered into a Master Contribution and Recapitalization Agreement pursuant to which ELRH contributed a portfolio of multifamily residential properties to a subsidiary of the Issuer in exchange for cash, equity securities of such subsidiary and shares of Common Stock of the Issuer. On November 13, 2014, ELRH made a pro rata distribution (for no consideration) to ENA, as a member of ELRH, of 1,243,328.734 shares of Common Stock of the Issuer. On November 14, 2014, ENA purchased an additional 178,506 shares of Common Stock of the Issuer from the other member of ELRH for $8.15 per share in a private sale transaction.

 

Item 5. Interest in Securities of the Issuer

 

  (a) Aggregate Number of Shares Beneficially Owned: As of November 24, 2014, the persons filing the Statement are the beneficial owners of an aggregate 1,421,834.734 shares of Common Stock of the Issuer.

 

    Percent of Class: 5.6% based upon an aggregate 25,609,548 shares of Common Stock outstanding as of November 7, 2014, as disclosed by the Issuer in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2014.

 

  (b) Sole ower to Vote, Direct the Vote, or Dispose of Shares: 1,421,834.734.

 

    Shared Power to Vote or Direct the Vote of Shares: 0

 

  (c) Recent Transactions: On November 14, 2014, ENA purchased 178,506 shares of Common Stock of the Issuer from another shareholder in a private sale transaction at a price of $9.15 per share.

 

  (d) Right wth Respect to Dividends or Sales Proceeds: Not Applicable.

 

  (e) Date of Cessation of Five Percent Beneficial Ownership: Not Applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

  The Issuer, ELRH and the other parties named therein are all parties to the Amended and Restated Corporate Governance Agreement, dated January 7, 2014, pursuant to which the parties have agreed to, among other things, vote their shares of Common Stock in favor of the nominees for directors set forth therein.

 

Item 7. Material to be Filed as Exhibits

 

  The Amended and Restated Corporate Governance Agreement, dated January 7, 2014 is incorporated by reference to Exhibit 10.3 of the Form 8-K filed by the Issuer on January 10, 2014.


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: November 24, 2014

 

ELCO NORTH AMERICA INC.
By:  

/s/ Michael Salkind

  Name:   Michael Salkind
  Title:   President
By:  

/s/ Eliezer Vessely

  Name:   Eliezer Vessely
  Title:   Chief Financial Officer
ELCO LIMITED
By:  

/s/ Michael Salkind

  Name:   Michael Salkind
  Title:   Co-Managing Director
By:  

/s/ Eliezer Vessely

  Name:   Eliezer Vessely
  Title:   Chief Financial Officer

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).


CUSIP No. 40009R107    Page 7 of 12

 

EXHIBIT A

AGREEMENT

JOINT FILING OF SCHEDULE 13D

The undersigned hereby agree to jointly prepare and file with regulatory authorities a Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of Landmark Apartment Trust, Inc., and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1 (k) under the Securities Exchange Act of 1934, as amended. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning the undersigned contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that the undersigned knows or has reason to believe that such information is inaccurate.

Dated: November 24, 2014

 

ELCO NORTH AMERICA INC.
By:  

/s/ Michael Salkind

  Name:   Michael Salkind
  Title:   President
By:  

/s/ Eliezer Vessely

  Name:   Eliezer Vessely
  Title:   Chief Financial Officer
ELCO LIMITED
By:  

/s/ Michael Salkind

  Name:   Michael Salkind
  Title:   Co-Managing Director
By:  

/s/ Eliezer Vessely

  Name:   Eliezer Vessely
  Title:   Chief Financial Officer


CUSIP No. 40009R107    Page 8 of 12

 

APPENDIX A

DIRECTORS

The following is a list of all directors of Elco North America Inc. and certain other information with respect to each director.

 

Name:      Steven Ettinger
Business Address:      42 Broadway Avenue, Suite 1815, New York, NY 10004
Principal Occupation:      Attorney
Name, principal business and address of corporation or other organization in which employment is conducted:     

Billet, Feitt Preis P.C., accounting and law firm

42 Broadway Avenue, Suite 1815, New York, NY 10004

Citizenship:      United States
Name:      Michael Salkind
Business Address:      Electra Tower, 50th Floor, 98 Yigal Alon Street, Tel Aviv 67891, Israel.
Principal Occupation:      Co-Managing Director of Elco Limited
Name, principal business and address of corporation or other organization in which employment is conducted:     

Elco Limited, holding company for electromechanical systems, real estate development and construction, facility management and large-scale infrastructure companies.

Electra Tower, 50th Floor, 98 Yigal Alon Street, Tel Aviv 67891, Israel.

Citizenship:      Israel
Name:      Alexander Bouzalis
Business Address:      522 5th Avenue, New York, NY 10036
Principal Occupation:      Investment Management
Name, principal business and address of corporation or other organization in which employment is conducted:     

Morgan Stanley, investment management services

522 5th Avenue, New York, NY 10036

Citizenship:      Greece


CUSIP No. 40009R107    Page 9 of 12

 

DIRECTORS

The following is a list of all directors of Elco Limited and certain other information with respect to each director.

 

Name:    Mordechai Fridman
Business Address:    2 Weizmann Street, Tel Aviv, Israel
Principal Occupation:    Chairman
Name, principal business and address of corporation or other organization in which employment is conducted:   

IPM Beer Tuvia Power Plant Ltd, power plan development.

2 Weizmann Street, Tel Aviv, Israel

Citizenship:    Israel
Name:    Georg Gershon Salkind
Business Address:    Electra Tower, 50th Floor, 98 Yigal Alon Street, Tel Aviv 67891, Israel.
Principal Occupation:    Manager
Name, principal busisness and address of corporation or other organization in which employment is conducted:   

Elco Limited, holding company for electromechanical systems, real estate development and construction, facility management and large-scale infrastructure companies.

Electra Tower, 50th Floor, 98 Yigal Alon Street, Tel Aviv 67891, Israel.

Citizenship:    Israel
Name:    Emanual Lazovik
Business Address:    4 Derech Hachoresh St. Yahud, Israel
Principal Occupation:    Investment Management
Name, principal business and address of corporation or other organization in which employment is conducted:   

Africa Israel Investments Ltd., investment management.

4 Derech Hachoresh St. Yahud, Israel

Citizenship:    Israel
Name:    Gabriella Heller
Business Address:    7 Habinam Street, Avichail, Israel
Principal Occupation:    Chief Financial Officer
Name, principal busisness and address of corporation or other organization in which employment is conducted:   

The Trendlines Group, investing in technological start-up companies

7 Habinam Street, Avichail, Israel

Citizenship:    Israel


CUSIP No. 40009R107    Page 10 of 12

 

Name:    Meir Srebernik
Business Address:    900 Biscayne Boulevard, Apt. 2802 Miami, FL 33132
Principal Occupation:    Real estate developer
Name, principal busisness and address of corporation or other organization in which employment is conducted:   

SMG Management LLC, real estate management services

900 Biscayne Boulevard, Apt. 2802 Miami, FL 33132

Citizenship:    Israeli
Name:    Daniel Salkind
Business Address:    Electra Tower, 50th Floor, 98 Yigal Alon Street, Tel Aviv 67891, Israel.
Principal Occupation:    Co-Managing Director
Name, principal busisness and address of corporation or other organization in which employment is conducted:   

Elco Limited, holding company for electromechanical systems, real estate development and construction, facility management and large-scale infrastructure companies.

Electra Tower, 50th Floor, 98 Yigal Alon Street, Tel Aviv 67891, Israel.

Citizenship:    Israel
Name:    Michael Salkind
Business Address:    Electra Tower, 50th Floor, 98 Yigal Alon Street, Tel Aviv 67891, Israel.
Principal Occupation:    Co-Managing Director of Elco Limited
Name, principal business and address of corporation or other organization in which employment is conducted:   

Elco Limited, holding company for electromechanical systems, real estate development and construction, facility management and large-scale infrastructure companies.

Electra Tower, 50th Floor, 98 Yigal Alon Street, Tel Aviv 67891, Israel.

Citizenship:    Israel


CUSIP No. 40009R107    Page 11 of 12

 

EXECUTIVE OFFICERS

The following is a list of all executive officers of Elco North America Inc. excluding executive officers who are also directors. Unless othrewise indicated, each officer’s business address is Electra Tower, 50th Floor, 98 Yigal Alon Street, Tel Aviv 67891, Israel, which is Elco North America Inc.’s business address.

 

Name:   

Michael Salkind

Title:   

President

Name:    Eliezer Vessely
Title:    Chief Financial Officer


CUSIP No. 40009R107    Page 12 of 12

 

EXECUTIVE OFFICERS

The following is a list of all executive officers of Elco Limited excluding executive officers who are also directors. Unless othrewise indicated, each officer’s business address is Electra Tower, 50th Floor, 98 Yigal Alon Street, Tel Aviv 67891, Israel, which is Elco Limited’s business address.

 

Name:    Mordechai Friedman
Title:    Chairman
Name:    Daniel Salkind
Title:    Co-Managing Director
Name:    Michael Salkind
Title:    Co-Managing Director
Name:    Eliezer Vessely
Title:    Chief Financial Officer
Name:    Georg Gershon Salkind
Title:    Manager
Name:    Abraham Israeli
Title:    Manager