Feldman Mall Properties, Inc. - Amended Statement of Beneficial Ownership (SC 13D/A)
2008年4月23日 - 6:15AM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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(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. 2)*
FELDMAN MALL PROPERTIES, INC.
(Name
of Issuer)
(Title
of Class of Securities)
(CUSIP
Number)
Lori J. Foust
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Roberta S. Matlin
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Treasurer
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President
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Inland American Real Estate Trust, Inc.
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Inland Investment Advisors, Inc.
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2901 Butter field Road
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2901 Butterfield Road
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Oak Brook, Illinois 60523
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Oak Brook, Illinois 60523
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(630 218-8000)
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(630 218-8000)
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(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
(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.
o
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.
314308107
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1.
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Names of Reporting Persons
Inland American Real Estate Trust, Inc. (I.R.S. Employer Identification No.
34-2019608)
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
WC, OO
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5.
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of
Organization
Maryland
Address of Principal
Office: 2901 Butterfield Road, Oak
Brook, Illinois 60523
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole
Voting Power
0
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8.
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Shared
Voting Power
4,829,599(1)
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9.
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Sole
Dispositive Power
0
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10.
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Shared Dispositive Power
4,829,599(1)
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
4,829,599(1)
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13.
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Percent
of Class Represented by Amount in Row (11)
29.2%(2)
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14.
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Type
of Reporting Person (See Instructions)
CO
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(1) The number of shares
reported as beneficially owned is as of April 21 2008. The shares reported consists of 1,283,500
shares of common stock owned by Inland American Real Estate Trust, Inc. and
3,546,099 shares of common stock assuming the conversion of the 2,000,000
shares of Series A Preferred Stock at the initial conversion ratio of 1.77305
shares of common stock per share of Series A Preferred. Under the Advisory Agreement, Inland
Investment Advisors, Inc. shares the power of disposition with Inland American
Real Estate Trust, Inc.
(2) The percentage is
calculated based on a total of 13,018,831 of the Issuers shares of common
stock, par value $.01 per share, outstanding as of April 4, 2008, as disclosed
in the Issuers Form 10-K filed with the Securities and Exchange Commission on
April 14, 2008 plus 3,546,099 shares deemed to be outstanding pursuant to Rule
13d-3(d)(1)(i).
2
CUSIP
No.
314308107
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1.
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Names of Reporting Persons
Inland Investment Advisors, Inc.
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
OO
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5.
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of
Organization
Illinois
Address
of Principal Office: 2901 Butterfield
Road, Oak Brook, Illinois 60523
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole
Voting Power
0
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8.
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Shared
Voting Power
4,829,599(1)
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9.
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Sole
Dispositive Power
0
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10.
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Shared Dispositive Power
4,829,599(1)
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
4,829,599(1)
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
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13.
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Percent
of Class Represented by Amount in Row (11)
29.2%(2)
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14.
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Type
of Reporting Person (See Instructions)
IA, CO
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(1) The number of shares reported as
beneficially owned is as of April 21 2008.
Includes shares beneficially owned by Inland Investment Advisors, Inc.
through its management of the discretionary accounts of its clients. The shares reported consist of 1,283,500
shares of common stock owned by Inland American Real Estate Trust, Inc. and
3,546,099 shares of common stock assuming the conversion of the 2,000,000
shares of Series A Preferred Stock at the initial conversion ratio of 1.77305
shares of common stock per share of Series A Preferred.
(2) The percentage is calculated based on a
total of 13,018,831 of the Issuers shares of common stock, par value $.01 per
share, outstanding as of April 4, 2008, as disclosed in the Issuers Form 10-K
filed with the Securities and Exchange Commission on April 14, 2008 plus
3,546,099 shares deemed to be outstanding pursuant to Rule 13d-3(d)(1)(i).
3
CUSIP
No.
314308107
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1.
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Names of Reporting Persons
Inland Real Estate Investment Corporation (I.R.S. Employer Identification No.
36-3337999)
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
OO
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5.
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of
Organization
Delaware
Address of Principal
Office: 2901 Butterfield Road, Oak
Brook, Illinois 60523
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole
Voting Power
0
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8.
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Shared
Voting Power
4,829,599(1)
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9.
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Sole
Dispositive Power
0
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10.
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Shared Dispositive Power
4,829,599(1)
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
4,829,599(1)
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
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13.
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Percent
of Class Represented by Amount in Row (11)
29.2%(2)
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14.
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Type
of Reporting Person (See Instructions)
HC, CO
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(1) The number of shares
reported as beneficially owned is as of April 21 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 13,018,811 of the Issuers shares of common
stock, par value $.01 per share, outstanding as of April 4, 2008, as disclosed
in the Issuers Form 10-K filed with the Securities and Exchange Commission on
April 14, 2008.
4
CUSIP
No.
314308107
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1.
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Names of Reporting Persons
The Inland Group, Inc. (I.R.S. Employer Identification No. 36-3189393)
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
OO
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5.
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of
Organization
Delaware
Address of Principal
Office: 2901 Butterfield Road, Oak
Brook, Illinois 60523
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole
Voting Power
0
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8.
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Shared
Voting Power
4,829,599(1)
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9.
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Sole
Dispositive Power
0
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10.
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Shared Dispositive Power
4,829,599(1)
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
4,829,599(1)
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
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13.
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Percent
of Class Represented by Amount in Row (11)
29.2%(2)
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14.
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Type
of Reporting Person (See Instructions)
HC, CO
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(1) The number of shares
reported as beneficially owned is as of April 21 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 13,018,811 of the Issuers shares of common
stock, par value $.01 per share, outstanding as of April 4, 2008, as disclosed
in the Issuers Form 10-K filed with the Securities and Exchange Commission on
April 14, 2008.
5
CUSIP
No.
314308107
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1.
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Names of Reporting Persons
Daniel L. Goodwin
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
OO
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5.
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of
Organization
United States
Address of Principal
Office: 2901 Butterfield Road, Oak
Brook, Illinois 60523
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole
Voting Power
0
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8.
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Shared
Voting Power
4,829,599(1)
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9.
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Sole
Dispositive Power
0
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10.
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Shared Dispositive Power
4,829,599(1)
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
4,829,599(1)
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
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13.
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Percent
of Class Represented by Amount in Row (11)
29.2%(2)
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14.
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Type
of Reporting Person (See Instructions)
HC, IN
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(1) The number of shares
reported as beneficially owned is as of April 21 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 13,018,811 of the Issuers shares of common
stock, par value $.01 per share, outstanding as of April 4, 2008, as disclosed
in the Issuers Form 10-K filed with the Securities and Exchange Commission on
April 14, 2008.
6
This Amendment No. 2 (
Amendment
No. 2
) amends and supplements the Schedule 13D filed by Inland American
Real Estate Trust, Inc. (
Inland American
) with the Securities and
Exchange Commission (the
SEC
) on March 31, 2006 (the
Initial
Statement
, and together with Amendment No. 1 filed with the SEC on April
19, 2007, and Amendment No. 2, the
Schedule 13D
), in connection with
the announcement by the Company of its anticipated failure to meet the fixed
charge coverage ratio provided in the Companys Articles Supplementary with
respect to 2,000,000 shares of Series A Preferred Stock and Inland Americans
decision to defer the exercise of its right to appoint two members of the
Companys board of directors.
Capitalized terms used in this Amendment without being defined herein
have the meanings given to them in the Initial Statement, or the previous
amendment, as applicable.
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Item 2.
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Identity and Background
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Appendix
A and Appendix B regarding the Identity and Background items (2)(a), (b), (c)
and (f) of each of the executive officers and directors of Inland American
and Adviser, respectively, which information is incorporated by reference
into this Item 2, are amended and restated in their entirety as filed with
this Amendment No. 2.
In
addition, Item 2 also is hereby amended and supplemented by the addition of
the following information:
(a)
Inland Real Estate Investment Corporation
(
IREIC
)
(b)
State of Incorporation: Delaware
Address
of Principal Office: 2901 Butterfield
Road, Oak Brook, Illinois 60523
(c)
Principal Business: IREIC is a wholly-owned subsidiary of TIGI
(as defined below) and is the sponsor of Inland American. TIGI, together with its subsidiaries and
affiliates, is a fully-integrated group of legally and financially separate
companies that have been engaged in diverse facets of real estate such as
property management, leasing, marketing, acquisition, disposition,
development, redevelopment, renovation, construction, finance and other
related services.
(d)
IREIC has not been convicted in a criminal
proceeding during the last five years, excluding traffic violations or
similar misdemeanors. To the knowledge
of IREIC, none of the executive officers and directors of IREIC has been
convicted in a criminal proceeding during the last five years, excluding
traffic violations or similar misdemeanors.
(e)
IREIC is not, and during the last five
years has not been, subject to (i) a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or (ii) a finding of any
violation with respect to federal or state securities laws as a result of a
civil proceeding of a judicial or administrative body of competent
jurisdiction to which it was a party.
To the knowledge of IREIC, none of the executive officers and
directors of IREIC has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction during the last five years the
result of which subjected him or her to (i) a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or (ii) a finding of any
violation with respect to federal or state securities laws.
Please
see
Appendix C
filed with this Schedule 13D for Identity and
Background items (2)(a), (b), (c) and (f) of each of the executive officers
and directors of IREIC, which information is incorporated by reference into
this Item 2.
(a)
The Inland Group, Inc. (
TIGI
)
(b)
State of Incorporation: Delaware
Address
of Principal Office: 2901 Butterfield
Road, Oak Brook, Illinois 60523
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7
CUSIP
No.
314308107
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(c)
Principal Business: TIGI, together with its subsidiaries and
affiliates, is a fully-integrated group of legally and financially separate
companies that have been engaged in diverse facets of real estate such as
property management, leasing, marketing, acquisition, disposition,
development, redevelopment, renovation, construction, finance and other
related services.
(d)
TIGI has not been convicted in a criminal
proceeding during the last five years, excluding traffic violations or
similar misdemeanors. To the knowledge
of TIGI, none of the executive officers and directors of TIGI has been
convicted in a criminal proceeding during the last five years, excluding
traffic violations or similar misdemeanors.
(e)
TIGI is not, and during the last five years
has not been, subject to (i) a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or (ii) a finding of any violation with
respect to federal or state securities laws as a result of a civil proceeding
of a judicial or administrative body of competent jurisdiction to which it
was a party. To the knowledge of TIGI,
none of the executive officers and directors of TIGI has been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction during the last five years the result of which subjected him or
her to (i) a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state
securities laws or (ii) a finding of any violation with respect to federal or
state securities laws.
Please
see
Appendix D
filed with this Schedule 13D for Identity and
Background items (2)(a), (b), (c) and (f) of each of the executive officers
and directors of TIGI, which information is incorporated by reference into
this Item 2.
(a)
Daniel L. Goodwin
(b)
Business Address: 2901 Butterfield Road, Oak Brook, Illinois
60523
(c)
Principal Occupation: Chairman and President, The Inland Group,
Inc.
Address
of Principal Office: 2901 Butterfield
Road, Oak Brook, Illinois 60523
(d)
Mr. Goodwin has not been convicted in a
criminal proceeding during the last five years, excluding traffic violations
or similar misdemeanors.
(e)
Mr. Goodwin is not, and during the last
five years has not been, subject to (i) a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or (ii) a finding of any violation with
respect to federal or state securities laws as a result of a civil proceeding
of a judicial or administrative body of competent jurisdiction to which it
was a party.
(f)
Citizenship: United States
Inland
American, Adviser, IREIC, TIGI and Mr. Goodwin collectively are referred to
herein as the Reporting Persons.
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8
Item 3.
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Source and Amount of Funds or
Other Consideration.
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Item
3 is hereby amended and supplemented by the addition of the following
information:
To
the knowledge of Inland American, Adviser, IREIC and TIGI, this Item 3 is
inapplicable to the executive officers and directors listed on Appendices A
through D, respectively, to the extent those officers and directors are not
Reporting Persons, because the executive officers and directors who are not
Reporting Persons do not own any Shares of the Company.
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Item 4.
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Purpose of Transaction
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Item
4 of the Schedule 13D is hereby amended and supplemented by the addition of
the following information:
Pursuant
to Inland Americans agreement with the Company, dated April 10, 2007, to
purchase up to 2,000,000 shares of Series A Preferred Stock (the
Series A
Preferred
) and in accordance with New York Stock Exchange rules, the
Company obtained the approval of its shareholders, at their annual meeting
held on December 28, 2007, of the convertibility of the Series A Preferred
into Shares. Inland American has the
option after June 30, 2009 to convert some or all of its shares of Series A
Preferred. As of December 31, 2007,
all 2,000,000 authorized shares of Series A Preferred had been issued and
sold to Inland American at a price of $25.00 per share for an aggregate
purchase price of $50 million. Each
share of Series A Preferred is convertible into 1.77305 Shares.
Under
the terms of the Articles Supplementary relating to the Series A Preferred,
at all times during which the Series A Preferred is outstanding, Inland
American as the holder of the Series A Preferred has the right to elect one
person to serve as a director of the Company.
In addition, beginning on March 31, 2008 (upon public release of the
unaudited interim financial statements for such date), or on any March 31
thereafter, if the Companys fixed charge coverage ratio (measured on a
trailing 12 month basis) is less than 1.2 to 1.0, Inland American will have
the right, as the holder of the Series A Preferred Stock, to elect one
additional member to the Companys board of directors.
On
April 14, 2008, the Company filed its Annual Report on Form 10-K for the year
ended December 31, 2007. In that
filing, the Company announced that it does not expect to meet the fixed
charge coverage ratio as measured on March 31, 2008 and that it expects to
accept two additional board members to be appointed by Inland American
pursuant to the Articles Supplementary.
Inland American has not, however, appointed any directors to the
Companys board and has decided to defer exercising its right to appoint any
directors to the Companys board pending Inland Americans review of
alternative courses of action.
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9
Item 5.
|
Interest in Securities of the
Issuer
|
Item
5 is hereby amended and restated in its entirety with the following
information:
(a)
See response corresponding to row 11 of the
cover page of each Reporting Person for the percentage of Shares beneficially
owned by each of 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 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)
During the past 60 days, there have been no
Share transactions by any of the Reporting Persons.
|
To
the knowledge of the Reporting Persons, none of the executive officers and
directors of Inland American, Adviser, IREIC or TIGI, respectively, has
effected any other transactions in Shares of the Company in the last 60 days.
(d)
None.
(e)
Not Applicable.
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Item 6.
|
Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer
|
Item
6 is hereby amended and restated in its entirety as follows:
The
Adviser purchased the Shares for the account of its client, Inland American,
pursuant to the terms of the Advisory Agreement. The Advisory Agreement provides that
Adviser has full discretionary authority with respect to the investment and
reinvestment of the assets of the separate account that Inland American
maintains with Adviser, subject to certain investment guidelines that Inland
American may provide from time to time.
These guidelines take effect generally fifteen days after notice to
Adviser. The Advisory Agreement also provides
that the Adviser has the power as Inland Americans proxy and
attorney-in-fact to vote, tender or direct the voting or tendering of all of
the assets
|
10
of Inland Americans
account. Either party to the Advisory
Agreement may terminate that Advisory Agreement upon thirty days written
notice. The Inland American Advisory
Agreement is attached to this Schedule 13D as Exhibit 7.1.
Because
there is no written or other express agreement between or among any of Inland
American, TIGI, IREIC, and Mr. Goodwin to acquire, hold, vote or dispose of
Shares, and because the services provided by investment advisers to clients
generally do not create such an agreement between or among that adviser and
its clients, the Reporting Persons in accordance with instruction (2) to the
cover page of Schedule 13D do not affirm that they are acting as a group
for purposes of Section 13(d) under the Securities Exchange Act of 1934, as
amended (the Exchange Act); however, in accordance with the perceived
statutory purpose of Section 13(d) to inform investors as to accumulations of
an issuers securities and because of the relationships among the Reporting
Persons described in this Schedule 13D, the Reporting Persons have filed this
Schedule 13D jointly pursuant the rules promulgated under Section 13(d),
including Rule 13d-1(k). Except as
otherwise described herein, there are no contracts, arrangements, understandings
or relationships, legal or otherwise, among the persons named in Item 2 and
between these persons and any person with respect to any securities of the
Company, including but not limited to transfer or voting of any of the
securities, finders fees, joint ventures, loan or option arrangements, puts
or calls, guarantees of profits, division of profits or loss or the giving or
withholding of proxies.
Adviser
and Inland American are separate legal entities. IREIC sponsored Inland American. Adviser is a wholly owned subsidiary of
IREIC, which is a wholly owned subsidiary of TIGI, of which Mr. Goodwin is a
controlling shareholder. These
entities have some common officers and directors; however, the board of
directors of Inland American is comprised of a majority of independent
directors. An investment committee
comprised of three members of the board of directors of Adviser oversees the
overall investment strategy and decisions made with respect to the
discretionary accounts that it manages within the respective investment
guidelines provided to it by its clients, including Inland American. Mr. Goodwin, Mr. Robert D. Parks and Ms.
Roberta S. Matlin are members of this investment committee. Mr. Goodwin manages the day-to-day
operations of Adviser.
|
|
Item 7.
|
Material to be Filed as Exhibits
|
Item
7 is hereby amended and supplemented by the addition of the following
exhibits:
|
Exhibit Number
|
|
Exhibit
|
7.1
|
|
The amended Schedule A,
dated August 3, 2007, to the Advisory Agreement, dated November 15,
2005, is attached to this Amendment No. 2 as Exhibit 7.1 and
replaces in its entirety Schedule A in Exhibit 7.1 as filed with the
Initial Statement
|
|
|
|
7.6
|
|
Joint Filing Agreement
|
11
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: April 22, 2008
|
INLAND AMERICAN REAL
ESTATE TRUST, INC.
|
|
|
|
|
|
|
/s/
Brenda G. Gujral
|
|
Name:
|
Brenda G.
Gujral
|
|
Title:
|
President
|
|
|
Dated: April 22, 2008
|
INLAND INVESTMENT
ADVISERS, INC.
|
|
|
|
|
|
|
|
/s/
Roberta S. Matlin
|
|
Name:
|
Roberta S.
Matlin
|
|
Title:
|
President
|
|
|
|
Dated: April 22, 2008
|
INLAND REAL ESTATE
INVESTMENT CORPORATION
|
|
|
|
|
|
|
|
|
/s/
Roberta S. Matlin
|
|
Name:
|
Roberta S.
Matlin
|
|
Title:
|
Senior Vice
President
|
|
|
|
Dated: April 22, 2008
|
THE INLAND GROUP, INC.
|
|
|
|
|
|
|
|
|
|
/s/
Daniel L. Goodwin
|
|
Name:
|
Daniel L.
Goodwin
|
|
Title:
|
President
|
|
|
|
Dated: April 22, 2008
|
DANIEL L. GOODWIN
|
|
|
|
|
|
|
/s/
Daniel L. Goodwin
|
|
|
|
|
12
Appendices
A D are hereby amended and restated in their entirety:
General Note Regarding Appendices A D
For
purposes of Item 2(c) as it pertains to an executive officer or director
of one of the Reporting Persons whose principal employer is Inland Real Estate
Investment Corporation (
IREIC
) or The Inland Group, Inc. (
TIGI
),
the principal business of each of those corporations is providing property
management, leasing, marketing, acquisition, disposition, development, redevelopment,
renovation, construction, finance, investment products and other services
related to real estate. IREIC is the
sole shareholder of Inland American Business Manager & Advisor, Inc. The principal business of Inland American
Business Manager & Advisor, Inc. is overseeing and managing
Inland Americans day-to-day operations, including identifying potential
investment opportunities in real estate assets and assisting the board in
evaluating those opportunities; preparing regulatory filings and other reports
required by law; administering bookkeeping and accounting functions; and
undertaking and performing all services and activities necessary and proper to
carry out Inland Americans investment objectives.
Appendix A
Executive Officers and Directors of Inland American
Names and
Titles of Inland
American
Executive
Officers and
Directors
|
|
Principal Occupation or Employment and Business of Principal
Employer
|
|
Business or Residence
Address; Citizenship
|
|
|
|
|
|
J.
Michael
Borden, Director
|
|
President
and Chief Executive Officer of Freedom Plastics, Inc., Rock Valley
Trucking Co., Inc., Total Quality Plastics, Inc., Rock Valley
Leasing, Inc., Hufcor Inc., Airwall, Inc. and Soft Heat; Chief
Executive Officer of Hufcor Asia Pacific in China and Hong Kong, Marashumi
Corp. in Malaysia, Hufcor Australia Group, and F. P. Investments.
|
|
Hufcor, Inc.
P.O. Box 591
Janesville, WI 53547
United States Citizen
|
|
|
|
|
|
Thomas
F.
Glavin, Director
|
|
Owner
of Thomas F. Glavin & Associates, Inc., a certified public
accounting firm started in 1988, and partner in Gateway Homes, which has
zoned, developed and managed a 440 unit manufactured home park in Frankfort,
Illinois as well as single family home sites.
|
|
414
Plaza Drive, Suite 304
Westmont, IL 60551
United States Citizen
|
|
|
|
|
|
Brenda
G. Gujral,
President and
Director
|
|
Chief
Executive Officer, Inland Real Estate Investment Corporation.
|
|
2901
Butterfield Road
Oak Brook, Illinois 60523
United States Citizen
|
|
|
|
|
|
David
Mahon,
Director
|
|
Managing
Director of GE Antares Capital and one of GE Antares senior deal
professionals in leveraged finance; works in capital markets where he is
responsible for structuring and syndicating GE Antares transactions.
|
|
GE
Antares Capital
500 West Monroe Street
Chicago, IL 60661
United States Citizen
|
|
|
|
|
|
Thomas
F.
Meagher,
Director
|
|
Principal
stockholder and Chairman of Professional Golf Cars of Florida; serves on the
board of directors of The Private Bank of Chicago, DuPage Airport
Authority and the TWA Plan Oversight Committee.
|
|
2901
Butterfield Road
Oak Brook, Illinois 60523
United States Citizen
|
Appendix A-1
Robert
D. Parks,
Chairman of the
Board; Director
|
|
Chairman,
Inland Real Estate Investment Corporation.
|
|
2901
Butterfield Road
Oak Brook, Illinois 60523
United States Citizen
|
|
|
|
|
|
Paula
Saban,
Director
|
|
President
and principal stockholder in Newport Distribution, Inc., a construction
products company.
Recently
retired from Bank of America as Senior Vice President/Private Client Manager
with Bank of Americas Private Bank and Banc of America Investment
Services, Inc. where she managed a diverse client portfolio; responsible
for client management and overall client satisfaction.
|
|
807
Tory Court
Schaumburg, IL 60173
United States Citizen
|
|
|
|
|
|
William
J.
Wierzbicki,
Director
|
|
Registered
Professional Planner in the Province of Ontario, Canada; sole proprietor of
Planning Advisory Services, a land-use planning consulting service
providing consultation and advice to various local governments, developers
and individuals; Chairman of the Sault North Planning Board, which is
responsible for land-use planning for 32 unorganized townships north of the
city of Sault Ste. Marie; independent director on the Sault Area Hospital
board of directors and sits on that boards New Hospital Planning Committee
and the Quality and Performance Committee.
|
|
28
Tadcaster Place
Sault Ste. Marie, Ontario
Canada P6B 5E4
Canadian Citizen
|
|
|
|
|
|
Roberta
S.
Matlin, Vice
President
Administration
|
|
Senior
Vice President, Inland Real Estate Investment Corporation.
|
|
2901
Butterfield Road
Oak Brook, Illinois 60523
United States Citizen
|
|
|
|
|
|
Lori
Foust,
Treasurer and
Principal
Financial Officer
|
|
Treasurer
and Principal Financial Officer of Inland American; Chief Financial Officer
of Inland American Business Manager & Advisor, Inc.;
principally employed by Inland Real Estate Investment Corporation.
|
|
2901
Butterfield Road
Oak Brook, Illinois 60523
United States Citizen
|
|
|
|
|
|
Scott
W. Wilton,
Secretary
|
|
Secretary
of Inland American; Assistant Vice President of The Inland Real Estate
Group, Inc.; Secretary of Inland Real Estate Exchange Corporation;
Secretary of Inland American Business Manager & Advisor, Inc.;
principally employed as Assistant Counsel with The Inland Real Estate
Group, Inc. law department, which provides legal services, including
drafting and negotiating real estate purchase and sales contracts, leases and
other real estate or corporate agreements and documents, performing due diligence,
and rendering legal opinions.
|
|
2901
Butterfield Road
Oak Brook, Illinois 60523
United States Citizen
|
|
|
|
|
|
Jack
Potts,
Principal
Accounting
Officer
|
|
Principal
Accounting Officer of Inland American and Chief Accounting Officer of Inland
American Business Manager & Advisor, Inc.; principally employed
by Inland Real Estate Investment Corporation.
|
|
2901
Butterfield Road
Oak Brook, Illinois 60523
United States Citizen
|
Appendix A-2
Appendix B
Executive Officers and Directors of Adviser
Names and
Titles of Adviser
Executive
Officers and
Directors
|
|
Principal Occupation or Employment and Business of Principal
Employer
|
|
Business or Residence
Address; Citizenship
|
|
|
|
|
|
Brenda
G. Gujral,
Director and
Vice President
|
|
Chief
Executive Officer, Inland Real Estate Investment Corporation.
|
|
2901
Butterfield Road
Oak Brook, Illinois 60523
United States Citizen
|
|
|
|
|
|
Roberta
S.
Matlin, Director
and President
|
|
Senior
Vice President, Inland Real Estate Investment Corporation.
|
|
2901
Butterfield Road
Oak Brook, Illinois 60523
United States Citizen
|
|
|
|
|
|
Daniel
L.
Goodwin,
Director
|
|
Chairman
and President, The Inland Group, Inc.
|
|
2901
Butterfield Road
Oak Brook, Illinois 60523
United States Citizen
|
|
|
|
|
|
Robert
D. Parks,
Director
|
|
Chairman,
Inland Real Estate Investment Corporation.
|
|
2901
Butterfield Road
Oak Brook, Illinois 60523
United States Citizen
|
|
|
|
|
|
Catherine
L.
Lynch, Treasurer
and Secretary
|
|
Treasurer
and Secretary, Inland Real Estate Investment Corporation.
|
|
2901
Butterfield Road
Oak Brook, Illinois 60523
United States Citizen
|
Appendix B-1
Appendix C
Executive Officers and Directors of IREIC
Names and Titles
of IREIC
Executive
Officers and
Directors
|
|
Principal Occupation or Employment and Business of Principal
Employer
|
|
Business or Residence
Address; Citizenship
|
|
|
|
|
|
Daniel
L.
Goodwin, Director
|
|
Chairman
and President, The Inland Group, Inc.
|
|
2901
Butterfield Road
Oak Brook, Illinois 60523
United States Citizen
|
|
|
|
|
|
Robert
H. Baum,
Director
|
|
Vice
Chairman, Executive Vice President and General Counsel of The Inland
Group, Inc.
|
|
2901
Butterfield Road
Oak Brook, Illinois 60523
United States Citizen
|
|
|
|
|
|
Brenda
G. Gujral,
Director & Chief
Executive Officer
|
|
Chief
Executive Officer, Inland Real Estate Investment Corporation.
|
|
2901
Butterfield Road
Oak Brook, Illinois 60523
United States Citizen
|
|
|
|
|
|
Roberta
S. Matlin,
Director &
Senior Vice
President
|
|
Senior
Vice President, Inland Real Estate Investment Corporation.
|
|
2901
Butterfield Road
Oak Brook, Illinois 60523
United States Citizen
|
|
|
|
|
|
Robert
D. Parks,
Director
|
|
Chairman,
Inland Real Estate Investment Corporation.
|
|
2901
Butterfield Road
Oak Brook, Illinois 60523
United States Citizen
|
|
|
|
|
|
Catherine
L.
Lynch, Treasurer
and Secretary
|
|
Treasurer
and Secretary, Inland Real Estate Investment
Corporation.
|
|
2901
Butterfield Road
Oak Brook, Illinois 60523
United States Citizen
|
|
|
|
|
|
George
A.
Pandaleon, Senior
Vice President
|
|
Senior
Vice President, Inland Real Estate Investment Corporation.
|
|
2901
Butterfield Road
Oak Brook, Illinois 60523
United States Citizen
|
|
|
|
|
|
Ulana
B.
Horalewskyj,
Senior Vice
President
|
|
Senior
Vice President, Inland Real Estate Investment Corporation.
|
|
2901
Butterfield Road
Oak Brook, Illinois 60523
United States Citizen
|
|
|
|
|
|
George
Adamek,
Vice President
|
|
Vice
President, Inland Real Estate Investment Corporation.
|
|
2901
Butterfield Road
Oak Brook, Illinois 60523
United States Citizen
|
Appendix C-1
Marianne
Jones,
Vice President
|
|
Vice
President, Inland Real Estate Investment Corporation.
|
|
2901
Butterfield Road
Oak Brook, Illinois 60523
United States Citizen
|
|
|
|
|
|
Guadalupe
Griffin,
Vice President
|
|
Vice
President, Inland Real Estate Investment Corporation.
|
|
2901
Butterfield Road
Oak Brook, Illinois 60523
United States Citizen
|
|
|
|
|
|
Dawn
M.
Williams, Vice
President-
Marketing
|
|
Vice
President-Marketing, Inland Real Estate Investment
Corporation.
|
|
2901
Butterfield Road
Oak Brook, Illinois 60523
United States Citizen
|
|
|
|
|
|
Sandra
Perion,
Vice President-
Operations
|
|
Vice
President-Operations, Inland Real Estate Investment
Corporation.
|
|
2901
Butterfield Road
Oak Brook, Illinois 60523
United States Citizen
|
Appendix C-2
Appendix D
Executive Officers and Directors of TIGI
Names and
Titles of TIGI
Executive
Officers and
Directors
|
|
Principal Occupation or Employment and Business of Principal
Employer
|
|
Business or Residence
Address; Citizenship
|
|
|
|
|
|
Daniel
L.
Goodwin,
Chairman and
President
|
|
Chairman
and President, The Inland Group, Inc.
|
|
2901
Butterfield Road
Oak Brook, Illinois 60523
United States Citizen
|
|
|
|
|
|
Robert
H. Baum
Vice Chairman,
Executive Vice
President and
General Counsel
|
|
Vice
Chairman, Executive Vice President and General Counsel of
The Inland Group, Inc.
|
|
2901
Butterfield Road
Oak Brook, Illinois 60523
United States Citizen
|
|
|
|
|
|
G.
Joseph
Cosenza, Vice
Chairman
|
|
Vice
Chairman, The Inland Group, Inc.; serves on management
committee of Inland Real Estate Corporation.
|
|
2901
Butterfield Road
Oak Brook, Illinois 60523
United States Citizen
|
|
|
|
|
|
Robert
D. Parks,
Director
|
|
Chairman,
Inland Real Estate Investment Corporation.
|
|
2901
Butterfield Road
Oak Brook, Illinois 60523
United States Citizen
|
Appendix D-1
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