0000769317-13-000029.txt : 20130820 0000769317-13-000029.hdr.sgml : 20130820 20130820114708 ACCESSION NUMBER: 0000769317-13-000029 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130820 DATE AS OF CHANGE: 20130820 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN STRATEGIC INCOME PORTFOLIO INC III CENTRAL INDEX KEY: 0000896161 IRS NUMBER: 411739732 STATE OF INCORPORATION: MN FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52379 FILM NUMBER: 131050155 BUSINESS ADDRESS: STREET 1: 800 NICOLLET MALL STREET 2: BC- MN-H04N CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 612-303-7987 MAIL ADDRESS: STREET 1: 800 NICOLLET MALL STREET 2: BC- MN-H04N CITY: MINNEAPOLIS STATE: MN ZIP: 55402 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN STRATEGIC INCOME INC III DATE OF NAME CHANGE: 19930426 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SIT INVESTMENT ASSOCIATES INC CENTRAL INDEX KEY: 0000769317 IRS NUMBER: 411404829 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3300 IDS CENTER STREET 2: 80 SOUTH EIGHTH STREET CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 6123323223 MAIL ADDRESS: STREET 1: 3300 IDS CENTER STREET 2: 80 SOUTH EIGHTH STREET CITY: MINNEAPOLIS STATE: MN ZIP: 55402 SC 13D/A 1 13dcsp82013.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) American Strategic Income Portfolio III, Inc. ( CSP ) ------------------------------------------------------------------------------- (Name of Issuer) Common Stock ------------------------------------------------------------------------------- (Title of Class of Securities) 03009T101 ------------------------------------------------------------------------------- (CUSIP Number) Paul E. Rasmussen 3300 IDS Center 80 South Eighth Street Minneapolis, MN 55402-4130 ------------------------------------------------------------------------------- (Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications) August 19, 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 which is the subject of this Schedule 13D, and is filing this schedule because of sections 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(b) 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 an 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. 03009T101 ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Sit Investment Associates, Inc. IRS Identification No. 41-1404829 See Exhibit 1 for schedule of affiliated entities. ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) [ ] (b) [x] ------------------------------------------------------------------------------- 3 SEC USE ONLY ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 Cash deposited in investment accounts in which Sit Investment, Associates, Inc., Sit Fixed Income Advisors II, LLC and Sit Investment Fixed Income Advisors, Inc. have investment discretion. ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Incorporated in Minnesota ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 3,035,566 Shares SHARES ----------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH ----------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 3,035,566 Shares ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,035,566 Shares ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) [ ] ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.21% ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See instructions) IA ------------------------------------------------------------------------------- ITEM 1 Security and Issuer Common Stock American Strategic Income Portfolio, Inc. III c/o Jody Rose U.S. Bancorp Asset Management 800 Nicollet Mall, BC-MN-H04N Minneapolis, MN 55402 ITEM 2 Identity and Background a) Sit Investment Associates, Inc. Roger Jerome Sit, Chairman, President, CEO, & Global CIO Michael Clinton Brilley, Sr. VP and Sr. Fixed Income Officer Paul E. Rasmussen, Vice President, Secretary Frederick Richard Adler, Director William E. Frenzel, Director Ralph Strangis, Director b) Incorporated in the State of Minnesota 3300 IDS Center, 80 South Eighth Street, Minneapolis, MN 55402 c) Investment Management d) None of the individuals listed above or Sit Investment Associates, Inc. has been convicted during the last 5 years of any criminal proceeding (excluding traffic violations). e) During the last five years none of the individuals listed above or Sit Investment Associates, Inc. has been a party to a civil proceeding as a result of which any of them is subject to a 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. f) Each of the individuals listed above is a United States citizen. ITEM 3 Source and Amount of Funds or Other Considerations 00 Cash deposited in investment accounts in which Sit Investment Associates, Inc. and its subsidiaries, Sit Investment Fixed Income Advisors, Inc. and Sit Fixed Income Advisors II, LLC (together "SIA") have investment discretion. ITEM 4 Purpose of Transaction Shares of the Issuer have been acquired and sold over a period of time beginning March 11, 1996, and since the filing of the previous amendments to this Schedule 13D, in the ordinary course of business as an investment manager for investment purposes. On February 28, 1998, SIA filed an initial Schedule 13D regarding the ownership of shares of the Issuer, and such Schedule 13D was subsequently amended several times to reflect changes in SIA's ownership. On February 16, 2011, SIA's ownership of shares of the Issuer fell below 5% of the Issuer's outstanding shares, and SIA filed a final Schedule 13G. On March 6, 2013, SIA's ownership of shares of the Issuer exceeded 5% of the Issuer's outstanding shares, and SIA again filed an inital Schedule 13D. This Amendment to Schedule 13D is filed to reflect a 1% change in SIA's ownership. The shares of the Issuer have been trading at a significant discount to net asset value during the past several years. SIA has determined that it is in the best interests of certain of its clients to pursue with the Issuer changes in the Issuer's practices or policies that, if adopted, would tend to reduce or eliminate the discount at which the shares of the Issuer will trade in the future. SIA otherwise does not seek to influence or control the management of the Issuer. SIA will continue to acquire and sell shares of the Issuer on behalf of its clients for investment purposes in the ordinary course of business and will vote such additionally acquired shares in favor of any proposal submitted to shareholders that satisfactorily meets the objectives described above. Practices that SIA has discussed with management of the Issuer that, if adopted, may reduce or eliminate the discount at which the shares of the Issuer will trade in the future include: a.) investment strategies that may increase the Issuer's income and maintain an investment grade quality rating such as utilizing equity based leverage; investing in shares of closed-end funds with high returns and investment objectives similar to the Issuer's, including funds affiliated with the Issuer; and utilizing repurchase agreements on agency mortgage securities; b.) policies to repurchase the Issuer's shares such as authorizing a tender offer; and c.) adoption of a distribution policy that provides for including in dividends the Issuer's principal repayments in addition to interest and other income and capital gains (if any), which, if adopted, would constitute a return of capital. SIA has also discussed the ability of a closed-end fund to initiate a rights offering. SIA sent a letter to the management of the Issuer dated January 28, 1998 proposing changes to the Issuer's practices (the letter was attached as an exhibit to Schedule 13D filed on February 28, 1998). On March 18, 1998 the management of the Issuer announced that it intended to recommend to the Issuer's board of directors that the board authorize new discretionary repurchase offers during December 1999 and December 2001. The Issuer repurchased 10% of its shares at net asset value in December 1999, and did not offer to repurchase shares in December 2001. On July 7, 2009, SIA sent a letter to management of the Issuer requesting the adoption of a distribution policy that would include in the periodic distributions to the Issuer's shareholders the principal payments received on the Issuer's mortgage related investments(the letter was attached as an exhibit to Schedule 13D filed on July 9, 2009). On September 25, 2009, the Issuer announced the adoption of a level distribution policy effective with the Issuer's December 2009 distributions whereby the Issuer will pay a fixed monthly distribution to shareholders. The level distribution policy is subject to termination at any time. ITEM 5 Interest in Securities of the Issuer a) As of August 19, 2013, SIA and its affiliates own 3,035,566 shares which represents 14.21% of the outstanding Shares. None of the executive officers or directors of SIA owns any other shares. Entity Shares Percentage ---------------- --------- --------- SIA (client accounts) 3,035,566 14.21% --------- -------- Total Owned by SIA and Affiliated Entities 3,035,566 14.21% b) SIA has the sole power to vote and dispose of all of such shares. c) Shares have been sold and acquired since July 30, 2013 as previously reported. Transactions (all open market transactions) effected since July 30, 2013 ranged in price from $6.66 to $7.00. d) Client accounts have the right to receive all dividends from and any proceeds from the sale of the shares. None of the client accounts owns more than 5% of the shares outstanding. e) Not applicable. ITEM 6 Contracts, Arrangements, Understandings, or Relationships with Respect to Securities of the Issuer SIA has entered into investment management agreements with each of its clients pursuant to which SIA has assumed the responsibility to vote on behalf of its clients all shares held by its clients in portfolios managed by SIA. ITEM 7 Materials to be Filed as Exhibits Not applicable. 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. ------------------ August 20, 2013 Sit Investment Associates, Inc. By: /s/ Paul E. Rasmussen ----------------------------------- Name/Title: Paul E. Rasmussen, Vice President EXHIBIT 1 The Reporting Person. Sit Investment Associates, Inc. is an investment adviser registered under section 203 of the Investment Advisers Act of 1940 ("Advisers Act"). Sit Investment Associates, Inc.'s two subsidiaries, Sit Investment Fixed Income Advisors, Inc. and Sit Fixed Income Advisors II, LLC are each registered investment advisers under section 203 of the Advisers Act (collectively, "SIA"). Sit Investment Associates, Inc. is the investment adviser for twelve no-load, open-end mutual funds (the "Funds") which are comprised of five registered investment companies, two of that consist of series funds as listed below. Sit Investment Associates, Inc. has the voting power and dispositive power for all securities held in its client accounts and the following twelve mutual funds. 1) Sit Mid Cap Growth Fund, Inc. 2) Sit Large Cap Growth Fund, Inc. 3) Sit U.S. Government Securities Fund, Inc. Sit Mutual Funds, Inc. 4) Sit International Growth Fund (series A) 5) Sit Balanced Fund (series B) 6) Sit Developing Markets Growth Fund (series C) 7) Sit Small Cap Growth fund (series D) 8) Sit Dividend Growth Fund (Series G) 9) Sit Global Dividend Growth Fund (Series H) Sit Mutual Funds II, Inc. 10) Sit Tax-Free Income Fund (series A) 11) Sit Minnesota Tax-Free Income Fund (series B) 12) Sit Quality Income Fund (series E) Only SIA (client accounts) beneficially owned shares of the American Strategic Income Portfolio Inc. common stock as of August 19, 2013.