-----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, JSArrDViZKYinw/P6P7yZWA9925SKMnETkOrUYJ2tTG4foIU5B40QbsVfJ/gRHUq elLJOAFZCu09EJhfdp6JZg== 0000904853-02-000018.txt : 20020802 0000904853-02-000018.hdr.sgml : 20020802 20020802131135 ACCESSION NUMBER: 0000904853-02-000018 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020802 GROUP MEMBERS: AMSTER LIMITED PARTNERSHIP GROUP MEMBERS: AMSTER TRADING COMPANY GROUP MEMBERS: GOULD TRADING COMPANY GROUP MEMBERS: HOWARD AMSTER & TAMRA F. GOULD CRUT GROUP MEMBERS: PLEASANT LAKE APTS. CORP. GROUP MEMBERS: PLEASANT LAKE APTS. LIMITED PARTNERSHIP GROUP MEMBERS: RAMAT SECURITIES LTD. GROUP MEMBERS: TAMRA F. GOULD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HORIZON GROUP PROPERTIES INC CENTRAL INDEX KEY: 0001060744 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 383407933 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54243 FILM NUMBER: 02718141 BUSINESS ADDRESS: STREET 1: 77 WEST WACKER DR SUITE 4200 CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 3129178870 MAIL ADDRESS: STREET 1: 77 WEST WACKER DR SUITE 3900 CITY: CHICAGO STATE: IL ZIP: 60601 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMSTER HOWARD CENTRAL INDEX KEY: 0000904853 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 25812 FAIRMONT BLVD CITY: BEACHWOOD STATE: OH ZIP: 44122 BUSINESS PHONE: 2165951047 SC 13D/A 1 hgpisix.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 6) Horizon Group Properties, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 44041U102 (CUSIP Number) Howard Amster, 23811 Chagrin Blvd, Suite 200 Beachwood, OH 44122-5525 (216)595-1047 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 30, 2002 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report this acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13D-1(b) (3) or (4), check the following box / /. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for the 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 to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. This 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) 1 Name of Reporting Person Howard Amster 2 If a member group a) / / b) /X/ 3 SEC Use Only 4 Source of Funds PF 5 Check if Disclosure of Legal Proceedings Is Required 6 Citizenship USA Number of Shares 7 Sole Voting 651,957 Beneficially Owned By Each 8 Shared Voting 136,528 Reporting Person With 9 Sole Dispositive 651,957 10 Shared Dispositive 136,528 11 Aggregate Amount Beneficially Owned 810,894 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 28.25 % 14 Type of Reporting Person IN 1 Name of Reporting Person Howard Amster & Tamra F. Gould Charitable Remainder Unitrust 2 If a member group a) / / b) /X/ 3 SEC Use Only 4 Source of Funds AF 5 Check if Disclosure of Legal Proceedings Is Required 6 Citizenship USA Number of Shares 7 Sole Voting 6,600 Beneficially Owned By Each 8 Shared Voting Reporting Person With 9 Sole Dispositive 6,600 10 Shared Dispositive 11 Aggregate Amount Beneficially Owned 6,600 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 0.23 % 14 Type of Reporting Person OO 1 Name of Reporting Person Amster Limited Partnership 2 If a member group a) / / b) /X/ 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings Is Required 6 Citizenship USA Number of Shares 7 Sole Voting Beneficially Owned By Each 8 Shared Voting 574 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 574 11 Aggregate Amount Beneficially Owned 574 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) .02 % 14 Type of Reporting Person PN 1 Name of Reporting Person Amster Trading Company 2 If a member group a) / / b) /X/ 3 SEC Use Only 4 Source of Funds WC 5 Check if Disclosure of Legal Proceedings Is Required 6 Citizenship USA Number of Shares 7 Sole Voting 128,270 Beneficially Owned By Each 8 Shared Voting Reporting Person With 9 Sole Dispositive 128,270 10 Shared Dispositive 11 Aggregate Amount Beneficially Owned 128,270 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 4.47 % 14 Type of Reporting Person CO 1 Name of Reporting Person Tamra F. Gould 2 If a member group a) / / b) /X/ 3 SEC Use Only 4 Source of Funds PF 5 Check if Disclosure of Legal Proceedings Is Required 6 Citizenship USA Number of Shares 7 Sole Voting Beneficially Owned By Each 8 Shared Voting 28,540 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 28,540 11 Aggregate Amount Beneficially Owned 28,540 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) .99 % 14 Type of Reporting Person IN 1 Name of Reporting Person Gould Trading Company 2 If a member group a) / / b) /X/ 3 SEC Use Only 4 Source of Funds WC 5 Check if Disclosure of Legal Proceedings Is Required 6 Citizenship USA Number of Shares 7 Sole Voting Beneficially Owned By Each 8 Shared Voting 28,540 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 28,540 11 Aggregate Amount Beneficially Owned 28,540 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) .99 % 14 Type of Reporting Person CO 1 Name of Reporting Person Pleasant Lake Apts. Corp 2 If a member group a) / / b) /X/ 3 SEC Use Only 4 Source of Funds WO 5 Check if Disclosure of Legal Proceedings Is Required 6 Citizenship USA Number of Shares 7 Sole Voting Beneficially Owned By Each 8 Shared Voting 35 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 35 11 Aggregate Amount Beneficially Owned 35 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) .00% 14 Type of Reporting Person CO 1 Name of Reporting Person Pleasant Lakes Apts. Limited Partnership 2 If a member group a) / / b) /X/ 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings Is Required 6 Citizenship USA Number of Shares 7 Sole Voting Beneficially Owned By Each 8 Shared Voting 1,049 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 1,049 11 Aggregate Amount Beneficially Owned 1,049 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11 .04 % 14 Type of Reporting Person PN 1 Name of Reporting Person Ramat Securities Ltd 2 If a member group a) / / b) /X/ 3 SEC Use Only 4 Source of Funds WC 5 Check if Disclosure of Legal Proceedings Is Required 6 Citizenship USA Number of Shares 7 Sole Voting Beneficially Owned By Each 8 Shared Voting Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 11 Aggregate Amount Beneficially Owned 29,009 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 1.01 % 14 Type of Reporting Person BD There are no changes to the Schedule 13D, as amended except as set forth in this sixth amendment. Item 3 Source and Amount of Funds or Other Consideration Howard Amster, in his individual retirement account purchased 562,118 shares of common stock of Horizon Group Properties, Inc. with personal funds without borrowing. The total consideration for the purchase on this amendment is $ 2,901,019.00 bringing Mr. Amster's total investment to $ 3,233,266.45. (additionally Mr. Amster purchased 440,700 common units in Horizon Group Properties, L.P. from his funds for $ 2,274,421.) Item 4 Purpose of Transaction This 13D amendment number six is filed because Howard Amster on July 30, 2002 purchased from Prime Group, Inc. and its various affiliates all of their Horizon Group Properties, Inc. common shares and common units of Horizon Group Properties, L.P. pursuant to an agreement dated June 18, 2002. The aggregate purchase price was $ 5.0 million for 528,118 common shares and 440,700 common units. (approximately $ 5.16 per share/unit) Each partnership unit is convertible into one share of common stock of Horizon Group Properties, Inc., subject to a stock ownership limitation which restricts Howard Amster from purchasing more than 29.9 % of the outstanding shares of Horizon Group Properties, Inc. Simultaneously, on July 30, 2002, Mr. Amster purchased 34,000 common shares of Horizon Group Properties, Inc. at a purchase price of $ 5.16 per share from Robert M. Schwartzberg pursuant to an agreement dated June 28, 2002. The shares transferred were effected through brokerage transactions and the partnership units were transferred directly. Upon completion of the transaction with Prime Group, Inc. and its affiliates, Michael W. Reschke resigned from the Board of Directors of Horizon Group Properties, Inc. Item 5 Interest in Securities of the Issuer (a)(b) The aggregate amount of common stock owned by the Reporting Persons is 846,034 shares or 29.47 % of the outstanding shares. Howard Amster and his Individual Retirement Accounts own 651,957 shares or 22.71 % of the outstanding shares. (including the purchase of 562,118 shares on July 30,2002) Howard Amster and Tamra F. Gould Charitable Remainder Unitrust owns 6,600 shares or 0.23 % of the outstanding shares. Amster Limited Partnership owns 574 shares or 0.02 % of the outstanding shares. Amster Trading Company owns 128,270 shares or 4.47 % of the outstanding shares. Gould Trading Company owns 28,540 shares or 0.99 % of the outstanding shares. Pleasant Lake Apts. Corp. owns 35 shares or 0.0 % of the outstanding shares. Pleasant Lake Apts. Limited Partnership owns 1,049 shares or 0.04 % of the outstanding shares. Ramat Securities Ltd. owns 29,009 shares or 1.01 % of the outstanding shares. (c)
Identity Date Shares Price Howard Amster 7/30/02 528,118 5.16 Individual Retirement Account Howard Amster 7/30/02 440,700* 5.16 * common units in Horizon Group Properties, L.P. Trade executed as a private purchase from Prime Group, Inc. and its various affiliates. Howard Amster 7/30/02 34,000 5.16 Individual Retirement Account Trade executed as a private purchase from Robert M. Schwartzberg.
Signature. After reasonable inquiry and to the best of our knowledge and belief, we certify the information set forth in this statement is true, complete and correct. Date July 31, 2002 Howard Amster Howard Amster & Tamra F. Gould Charitable Remainder Unitrust By: Howard Amster Title: Trustee Amster Limited Partnership By: Howard Amster Title: General Partner Amster Trading Company By: Howard Amster Title: President Tamra F. Gould Gould Trading Company By: Tamra F. Gould Title: President Pleasant Lake Apts. Corp. By: Howard Amster Title: President Pleasant Lake Apts. Limited Partnership By: Howard Amster Title: Pleasant Lake Apts. Corp Ramat Securities Ltd. By: David Zlatin Title: Principal
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