-----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, UpgTgUq2D7mjZiGs13JIDmglgt5K82jyJeAHimfWcgVFWgSopGjPU4yHL1qzd3o3 JzZ/mUa+Yd/4UtdcHPqqiA== 0001362310-09-005872.txt : 20090427 0001362310-09-005872.hdr.sgml : 20090427 20090427095740 ACCESSION NUMBER: 0001362310-09-005872 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090427 DATE AS OF CHANGE: 20090427 GROUP MEMBERS: CHAIM KATZMAN GROUP MEMBERS: FICUS, INC. GROUP MEMBERS: FIRST CAPITAL AMERICA HOLDING CORP. GROUP MEMBERS: FIRST CAPITAL REALTY GROUP MEMBERS: GAZIT (1995), INC. GROUP MEMBERS: GAZIT-GLOBE LTD. GROUP MEMBERS: M G N (USA) INC. GROUP MEMBERS: MGN AMERICA, LLC GROUP MEMBERS: SILVER MAPLE, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EQUITY ONE, INC. CENTRAL INDEX KEY: 0001042810 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 521794271 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54975 FILM NUMBER: 09771311 BUSINESS ADDRESS: STREET 1: 1600 N E MIAMI GARDENS DRIVE CITY: NORTH MIAMI BEACH STATE: FL ZIP: 33179 BUSINESS PHONE: 305-947-1664 MAIL ADDRESS: STREET 1: 1600 N E MIAMI GARDENS DRIVE CITY: NORTH MIAMI BEACH STATE: FL ZIP: 33179 FORMER COMPANY: FORMER CONFORMED NAME: EQUITY ONE INC DATE OF NAME CHANGE: 19970723 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Gazit-Globe Ltd CENTRAL INDEX KEY: 0001379009 IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1 HASHALOM ST. CITY: TEL-AVIV STATE: L3 ZIP: 67892 BUSINESS PHONE: (212) 305-944-7988 MAIL ADDRESS: STREET 1: 1660 NE MIAMI GARDENS DRIVE, SUITE 1 CITY: NORTH MIAMI BEACH STATE: FL ZIP: 33179 SC 13D/A 1 c84258sc13dza.htm SCHEDULE 13D/A Schedule 13D/A
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 10)*

Equity One, Inc.
(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
(Title of Class of Securities)
294752100
(CUSIP Number)
Mark Schonberger, Esq.
Paul, Hastings, Janofsky & Walker LLP
75 East 55th Street
New York, New York 10022
(212) 318-6000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 15, 2009
(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.
 
294752100 
 

 

           
1   NAMES OF REPORTING PERSONS

Chaim Katzman
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  Not Applicable
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States and Israel
       
  7   SOLE VOTING POWER
     
NUMBER OF   502,186.25 (1)
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   44,810,502.717
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   502,186.25 (1)
       
WITH 10   SHARED DISPOSITIVE POWER
     
    44,810,502.717
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  45,312,688.967 (1)
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  53.9%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN
(1) See Explanatory Note for Item 5.

2


 

                     
CUSIP No.
 
294752100 
 

 

           
1   NAMES OF REPORTING PERSONS

Gazit-Globe Ltd.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  Not Applicable
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Israel
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   44,623,466.717
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    44,623,466.717
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  44,623,466.717
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  53.1%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

3


 

                     
CUSIP No.
 
294752100 
 

 

           
1   NAMES OF REPORTING PERSONS

M G N (USA) INC.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  Not Applicable
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Nevada
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   30,543,396.717
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    30,543,396.717
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  30,543,396.717
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  36.3%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

4


 

                     
CUSIP No.
 
294752100 
 

 

           
1   NAMES OF REPORTING PERSONS

GAZIT (1995), INC.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Nevada
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   7,646,801.057
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    7,646,801.057
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  7,646,801.057
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  9.1%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

5


 

                     
CUSIP No.
 
294752100 
 

 

           
1   NAMES OF REPORTING PERSONS

MGN America, LLC
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  Not Applicable
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   15,802,950.413
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    15,802,950.413
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  15,802,950.413
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  18.8%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

6


 

                     
CUSIP No.
 
294752100 
 

 

           
1   NAMES OF REPORTING PERSONS

First Capital Realty
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  Not Applicable
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Ontario, Canada
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   14,080,070
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    14,080,070
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  14,080,070
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  16.8%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

7


 

                     
CUSIP No.
 
294752100 
 

 

           
1   NAMES OF REPORTING PERSONS

First Capital America Holding Corp.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  Not Applicable
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Ontario, Canada
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   14,080,070
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    14,080,070
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  14,080,070
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  16.8%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

8


 

                     
CUSIP No.
 
294752100 
 

 

           
1   NAMES OF REPORTING PERSONS

Silver Maple, Inc.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  Not Applicable
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Nevada
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   8,693,213
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    8,693,213
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  8,693,213
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  10.3%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

9


 

                     
CUSIP No.
 
294752100 
 

 

           
1   NAMES OF REPORTING PERSONS

Ficus, Inc.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  Not Applicable
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   5,386,857
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    5,386,857
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  5,386,857
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  6.4%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

10


 

                     
CUSIP No.
 
294752100 
 
Explanatory Note: This Amendment No. 10 (this “Amendment”) to the Schedule 13D of Chaim Katzman, Gazit-Globe Ltd. (“Gazit”), M G N (USA) INC. (“MGN”), GAZIT (1995), INC. (“1995”), MGN America, LLC (“America”), First Capital Realty (“FCR”), First Capital America Holding Corp. (“FCA”), Silver Maple, Inc. (“Silver Maple”) and Ficus, Inc. (“Ficus”) (collectively, the “Gazit Group,” “we,” “us” or the “Reporting Persons”) filed on October 10, 2001 (the “Initial 13D”) relates to the Common Stock, par value $.01 each (“Shares”) of Equity One, Inc., a Maryland corporation (the "Issueror "Equity One”). The Initial 13D, together with Amendment No. 1 to the Initial 13D, filed February 26, 2003, Amendment No. 2 to the Initial 13D, filed July 31, 2007, Amendment No. 3 to the Initial 13D, filed August 8, 2007, Amendment No. 4 to the Initial 13D, filed January 18, 2008, Amendment No. 5 to the Initial 13D, filed July 8, 2008, Amendment No. 6 to the Initial 13D, filed October 14, 2008, Amendment No. 7 to the Initial 13D, filed October 24, 2008, Amendment No. 8 to the Initial 13D, filed November 4, 2008, Amendment No. 9 to the Initial 13D, filed November 13, 2008 and this Amendment No. 10 shall be collectively referred to herein as the “Schedule 13D.”
Item 3. Source and Amount of Funds and Other Consideration.
Item 3 is amended and restated in its entirety as follows:
The net investment cost (including broker commissions) for the Shares acquired by each of Chaim Katzman, MGN, 1995, America, Silver Maple and Ficus is set forth in the table below. No other Reporting Person directly holds Shares.
                 
            Approximate Net
Reporting Person   Shares Held   Investment Cost
Chaim Katzman
    689,222.250 (1)     ( 2)
MGN
    7,093,645.247     $ 88,669,062  
1995
    7,646,801.057     $ 122,696,768  
America
    15,802,950.413     $ 234,321,160  
Silver Maple
    8,693,213.000     $ 112,205,503  
Ficus
    5,386,857.000     $ 69,160,000  
 
               
Total
    45,312,688.967     $ 627,052,493 (3)
 
     
(1)   Includes 187,036 shares held of record by Mr. Katzman’s wife directly or as custodian for their daughters. Does not include options held by Mr. Katzman. See Explanatory Note for Item 5.
 
(2)   Mr. Katzman has acquired his Shares through various restricted stock grants, through bonus awards accepted in the form of Shares and through the exercise of options.
 
(3)   Excludes the Shares held directly and indirectly by Mr. Katzman not otherwise owned by another Reporting Person.
All shares held by Chaim Katzman, MGN, and Ficus were acquired more than 60 days prior to the filing of this Schedule 13D. Of the total shares held by America, 13,303,150.413 shares were acquired more than 60 days prior to the filing date of this Schedule 13D. Of the total shares held by 1995, 7,625,989.057 shares were acquired more than 60 days prior to the filing date of this Schedule 13D. Of the total shares held by Silver Maple, 8,596,713 shares were acquired more

11


 

                     
CUSIP No.
 
294752100 
 
than 60 days prior to the filing date of this Schedule 13D. The consideration for America’s, 1995’s and Silver Maple’s acquisitions of the Issuer’s stock during the past 60 days was cash available on hand and from borrowings made in the ordinary course of business under a revolving credit facility.
Item 5. Interests in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety.
The aggregate percentage of Shares reported beneficially owned by each Reporting Person as of the date of filing of this Schedule 13D is based upon 84,058,656 Shares issued and outstanding, which includes 77,558,656 Shares as reported by the Issuer in its most recent Annual Report of Form 10-K for the Year Ended December 31, 2008 filed with the Securities and Exchange Commission on February 14, 2009 plus an additional 6,500,000 Shares issued by the Issuer in connection with its share offering that closed on April 15, 2009.
Chaim Katzman
(a)   Aggregate Number of Shares beneficially owned: 45,312,688.967 (53.9% of the Shares).
 
(b)   Number of shares as to which such person has:
  (i)   Sole power to vote or to direct the vote: 502,186.25
 
  (ii)   Shared power to vote or to direct the vote: 44,810,502.717
 
  (iii)   Sole power to dispose or to direct the disposition of: 502,186.25
 
  (iv)   Shared power to dispose or to direct the disposition of: 44,810,502.717
Mr. Katzman may be deemed to control Gazit. Of the shares beneficially owned by Mr. Katzman as of the date of this filing:
  Mr. Katzman has sole voting and dispositive power of 502,186.25 Shares held directly by him and indirectly through family trusts, which he controls (not including (i)187,036 Shares held of record by Mr. Katzman’s wife directly or as custodian for their daughters and (ii) Shares issuable on exercise of 437,317 options of which 218,658.50 are currently vested and exercisable and another 218,658.50 become vested in 2 equal installments beginning with 109,329.25 on December 31, 2009); and
 
  Mr. Katzman shares voting and dispositive authority over 7,093,645.247 Shares with Gazit and MGN, as such Shares are directly held by MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control; and

 

12


 

                     
CUSIP No.
 
294752100 
 
  Mr. Katzman shares voting and dispositive authority over 7,646,801.057 Shares with Gazit, MGN and 1995, as such Shares are directly held by 1995, which is a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control; and
 
  Mr. Katzman shares voting and dispositive authority over 15,802,950.413 Shares with Gazit, MGN and America, as such Shares are directly held by America, which is a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control; and
 
  Mr. Katzman shares voting and dispositive authority over 8,693,213 Shares with Gazit, FCR, FCA and Silver Maple, as such Shares are directly held by Silver Maple, which is a wholly-owned subsidiary of FCA, which is a wholly-owned subsidiary of FCR, which is controlled through various subsidiaries by Gazit, which Mr. Katzman may be deemed to control; and
 
  Mr. Katzman shares voting and dispositive authority over 5,386,857 Shares with Gazit, FCR, FCA and Ficus, as such Shares are directly held by Ficus, which is a wholly-owned subsidiary of FCA, which is a wholly-owned subsidiary of FCR, which is controlled through various subsidiaries by Gazit, which Mr. Katzman may be deemed to control.
 
(c)   Mr. Katzman has not effected any transactions in the Shares during the past 60 days.
Mr. Katzman’s wife has effected the following transactions in the Shares more than 60 days prior to the date hereof and subsequent to the Shares reported in Amendment No. 9:
                         
            Average Price Per    
Trade Date   No. of Shares   Share (1)(2)   Total Cost(1)(2)
 
                       
11/21/2008
    5,000     $ 10.14     $ 50,688  
11/24/2008
    5,000     $ 11.63     $ 58,144  
 
                       
Totals:
    10,000             $ 108,832  
 
     
(1)   Average price per share amounts and total cost amounts have been rounded. Therefore, the numbers in the “Total Cost” column do not exactly match the product of the corresponding entries in the “No. of Shares” and “Avg. Price Per Share” columns.
 
(2)   Including broker commissions.
(d)   Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by Mr. Katzman.
 
(e)   Not applicable.

 

13


 

                     
CUSIP No.
 
294752100 
 
Gazit
(a)   Aggregate Number of Shares beneficially owned: 44,623,466.717 (53.1% of the Shares).
 
(b)   Number of shares as to which such person has:
  (i)   Sole power to vote or to direct the vote: 0
 
  (ii)   Shared power to vote or to direct the vote: 44,623,466.717
 
  (iii)   Sole power to dispose or to direct the disposition of: 0
 
  (iv)   Shared power to dispose or to direct the disposition of: 44,623,466.717
Of the shares beneficially owned by Gazit as of the date of this filing:
  Gazit shares voting and dispositive authority over 7,093,645.247 Shares with Mr. Katzman and MGN, as such Shares are held directly by MGN, a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control; and
 
  Gazit shares voting and dispositive authority over 7,646,801.057 Shares with Mr. Katzman, MGN and 1995, as such Shares are held directly by 1995, a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control; and
 
  Gazit shares voting and dispositive authority over 15,802,950.413 Shares with Mr. Katzman, MGN and America, as such Shares are held directly by America, a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control; and
 
  Gazit shares voting and dispositive authority over 8,693,213 Shares with Mr. Katzman FCR, FCA and Silver Maple as such Shares are held directly by Silver Maple, which is a wholly-owned subsidiary of FCA, which is a wholly-owned subsidiary of FCR, which is controlled through various subsidiaries by Gazit, which Mr. Katzman may be deemed to control; and
 
  Gazit shares voting and dispositive authority over 5,386,857 Shares with Mr. Katzman FCR, FCA and Ficus as such Shares are held directly by Ficus, which is a wholly-owned subsidiary of FCA, which is a wholly-owned subsidiary of FCR, which is controlled through various subsidiaries by Gazit, which Mr. Katzman may be deemed to control.
(c)   Gazit has not effected any transactions in the Shares during the past 60 days.
Gazit transferred 1.046 Shares to America during December 2008 as an intercompany transfer between affiliated companies with no change in pecuniary interest.

 

14


 

                     
CUSIP No.
 
294752100 
 
(d)   Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by Gazit.
 
(e)   Not applicable.
MGN
(a)   Aggregate Number of Shares beneficially owned: 30,543,396.717 (36.3% of the Shares).
 
(b)   Number of shares as to which such person has:
  (i)   Sole power to vote or to direct the vote: 0
 
  (ii)   Shared power to vote or to direct the vote: 30,543,396.717
 
  (iii)   Sole power to dispose or to direct the disposition of: 0
 
  (iv)   Shared power to dispose or to direct the disposition of: 30,543,396.717
  MGN shares voting and dispositive authority over all Shares it beneficially owns with Mr. Katzman and Gazit, as such Shares are held directly by MGN, America and 1995, wholly-owned subsidiaries of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control; and
 
  MGN shares voting and dispositive authority over 15,802,950.413 Shares it beneficially owns with America, as such Shares are held directly by America, a wholly-owned subsidiary of MGN; and
 
  MGN shares voting and dispositive authority over 7,646,801.057 Shares it beneficially owns with 1995, as such Shares are held directly by 1995, a wholly-owned subsidiary of MGN.
 
(c)   MGN has not effected any transactions in the Shares during the past 60 days.
America transferred 675,000 Shares to MGN during November and December 2008 as intercompany transfers between affiliated companies with no change in pecuniary interest.
(d)   Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by MGN.
 
(e)   Not applicable.

 

15


 

                     
CUSIP No.
 
294752100 
 
1995
(a)   Aggregate Number of Shares beneficially owned: 7,646,801.057 (9.1% of the Shares).
 
(b)   Number of shares as to which such person has:
  (i)   Sole power to vote or to direct the vote: 0
 
  (ii)   Shared power to vote or to direct the vote: 7,646,801.057
 
  (iii)   Sole power to dispose or to direct the disposition of: 0
 
  (iv)   Shared power to dispose or to direct the disposition of: 7,646,801.057
  1995 shares voting and dispositive authority over all Shares it beneficially owns with Mr. Katzman, Gazit and MGN, as such Shares are held directly by 1995, a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control.
 
(c)   1995 has effected the following transactions in the Shares in the past 60 days:
                         
            Average Price Per    
Trade Date   No. of Shares   Share (1)(2)   Total Cost(1)(2)
3/9/2009
    20,812     $ 9.80     $ 203,960  
Totals:
    20,812             $ 203,960  
 
     
(1)   Average price per share amounts and total cost amounts have been rounded. Therefore, the numbers in the “Total Cost” column do not exactly match the product of the corresponding entries in the “No. of Shares” and “Avg. Price Per Share” columns.
 
(2)   Including broker commissions.

 

16


 

                     
CUSIP No.
 
294752100 
 
1995 has effected the following transactions in the Shares more than 60 days prior to the date hereof and subsequent to the Shares reported in Amendment No. 9:
                         
            Average Price Per    
Trade Date   No. of Shares   Share (1)(2)   Total Cost(1)(2)
11/13/2008
    8,100     $ 11.96     $ 96,909  
11/14/2008
    152,000     $ 12.51     $ 1,902,162  
11/17/2008
    206,367     $ 12.17     $ 2,511,775  
11/21/2008
    225,000     $ 10.01     $ 2,251,145  
 
                       
Totals:
    591,467             $ 6,761,991 (3)
 
     
(1)   Average price per share amounts and total cost amounts have been rounded. Therefore, the numbers in the “Total Cost” column do not exactly match the product of the corresponding entries in the “No. of Shares” and “Avg. Price Per Share” columns.
 
(2)   Including broker commissions.
 
(3)   In addition to the open market transactions, 950,000 Shares were transferred to 1995 from America during November and December 2008 as intercompany transfers between affiliated companies with no change in pecuniary interest.
(d)   Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by 1995.
 
(e)   Not applicable.
America
(a)   Aggregate Number of Shares beneficially owned: 15,802,950.413 (18.8% of the Shares).
 
(b)   Number of shares as to which such person has:
  (i)   Sole power to vote or to direct the vote: 0
 
  (ii)   Shared power to vote or to direct the vote: 15,802,950.413
 
  (iii)   Sole power to dispose or to direct the disposition of: 0
 
  (iv)   Shared power to dispose or to direct the disposition of: 15,802,950.413
  America shares voting and dispositive authority over all Shares it beneficially owns with Mr. Katzman, Gazit and MGN, as such Shares are held directly by America, a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control.

 

17


 

                     
CUSIP No.
 
294752100 
 
(c)   America has effected the following transactions in the Shares during the past 60 days:
                         
            Average Price Per    
Trade Date   No. of Shares   Share (1)(2)   Total Cost(1)(2)
3/12/2009(3)
    1,500     $ 11.04     $ 16,560  
3/20/2009(3)
    47,600     $ 11.02     $ 524,327  
3/25/2009(3)
    700     $ 11.03     $ 7,722  
4/15/2009(4)
    2,450,000     $ 14.30     $ 35,035,000  
 
                       
Totals:
    2,499,800             $ 35,583,609  
 
     
(1)   Average price per share amounts and total cost amounts have been rounded. Therefore, the numbers in the “Total Cost” column do not exactly match the product of the corresponding entries in the “No. of Shares” and “Avg. Price Per Share” columns.
 
(2)   Including broker commissions.
 
(3)   Purchases by America were made pursuant to a Rule 10b5-1 trading plan, which expires on May 31, 2009.
 
(4)   Acquired by America in connection with the Issuer’s follow-on Share offering that closed on April 15, 2009.
America transferred 950,000 Shares to 1995 and 675,000 Shares to MGN, and Gazit transferred 1.046 Shares to America during November and December 2008 as intercompany transfers between affiliated companies with no change in pecuniary interest.
(d)   Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by America.
 
(e)   Not applicable.
FCR
(a)   Aggregate Number of Shares beneficially owned: 14,080,070 (16.8% of the Shares).
 
(b)   Number of shares as to which such person has:
  (i)   Sole power to vote or to direct the vote: 0
 
  (ii)   Shared power to vote or to direct the vote: 14,080,070
 
  (iii)   Sole power to dispose or to direct the disposition of: 0
 
  (iv)   Shared power to dispose or to direct the disposition of: 14,080,070
  FCR shares voting and dispositive authority over 8,693,213 Shares it beneficially owns with Chaim Katzman, Gazit, FCA, FCR and Silver Maple, as such Shares are held directly by Silver Maple, a wholly-owned subsidiary of FCA, which is a wholly-owned

 

18


 

                     
CUSIP No.
 
294752100 
 
    subsidiary of FCR, which is controlled through various subsidiaries by Gazit, which may be deemed to be controlled by Chaim Katzman; and
  FCR shares voting and dispositive authority over 5,386,857 Shares it beneficially owns with Chaim Katzman, Gazit, FCA, FCR and Ficus, as such Shares are held directly by Ficus, a wholly-owned subsidiary of FCA, which is a wholly-owned subsidiary of FCR, which is controlled through various subsidiaries by Gazit, which may be deemed to be controlled by Chaim Katzman.
 
(c)   FCR has not effected any transactions in the Shares during the past 60 days.
(d)   Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by FCR.
 
(e)   Not applicable.
FCA
(a)   Aggregate Number of Shares beneficially owned: 14,080,070 (16.8% of the Shares).
 
(b)   Number of shares as to which such person has:
  (i)   Sole power to vote or to direct the vote: 0
 
  (ii)   Shared power to vote or to direct the vote: 14,080,070
 
  (iii)   Sole power to dispose or to direct the disposition of: 0
 
  (iv)   Shared power to dispose or to direct the disposition of: 14,080,070
  FCA shares voting and dispositive authority over 8,693,213 Shares it beneficially owns with Chaim Katzman, Gazit, FCR and Silver Maple, as such Shares are held directly by Silver Maple, a wholly-owned subsidiary of FCA, which is a wholly-owned subsidiary of FCR, which is controlled through various subsidiaries by Gazit, which may be deemed to be controlled by Chaim Katzman; and
 
  FCA shares voting and dispositive authority over 5,386,857 Shares it beneficially owns with Chaim Katzman, Gazit, FCR and Ficus, as such Shares are held directly by Ficus, a wholly-owned subsidiary of FCA, which is a wholly-owned subsidiary of FCR, which is controlled through various subsidiaries by Gazit, which may be deemed to be controlled by Chaim Katzman.
 
(c)   FCA has not effected any transactions in the Shares during the past 60 days.

 

19


 

                     
CUSIP No.
 
294752100 
 
(d)   Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by FCA.
 
(e)   Not applicable.
Silver Maple
(a)   Aggregate Number of Shares beneficially owned: 8,693,213 (10.3% of the Shares).
 
(b)   Number of shares as to which such person has:
  (i)   Sole power to vote or to direct the vote: 0
 
  (ii)   Shared power to vote or to direct the vote: 8,693,213
 
  (iii)   Sole power to dispose or to direct the disposition of: 0
 
  (iv)   Shared power to dispose or to direct the disposition of: 8,693,213
  Silver Maple shares voting and dispositive authority over 8,693,213 Shares it beneficially owns with Chaim Katzman, Gazit, FCR and FCA, as such Shares are held directly by Silver Maple, a wholly-owned subsidiary of FCA, which is a wholly-owned subsidiary of FCR, which is controlled through various subsidiaries by Gazit, which may be deemed to be controlled by Chaim Katzman.
 
(c)   Silver Maple has not effected any transactions in the Shares during the past 60 days.
Silver Maple has effected the following transactions in the Shares more than 60 days prior to the date hereof and subsequent to the Shares reported in Amendment No. 9:
                         
            Average Price Per    
Trade Date   No. of Shares   Share (1)(2)   Total Cost(1)(2)
11/18/2008
    32,100     $ 11.82     $ 379,419  
11/20/2008
    17,900     $ 10.73     $ 192,019  
11/21/2008
    46,500     $ 9.98     $ 464,065  
 
                       
Totals:
    96,500             $ 1,035,503  
 
     
(1)   Average price per share amounts and total cost amounts have been rounded. Therefore, the numbers in the “Total Cost” column do not exactly match the product of the corresponding entries in the “No. of Shares” and “Avg. Price Per Share” columns.
 
(2)   Including broker commissions.

 

20


 

                     
CUSIP No.
 
294752100 
 
(d)   Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by Silver Maple.
 
(e)   Not applicable.
Ficus
(a)   Aggregate Number of Shares beneficially owned: 5,386,857 (6.4% of the Shares).
 
(b)   Number of shares as to which such person has:
  (i)   Sole power to vote or to direct the vote: 0
 
  (ii)   Shared power to vote or to direct the vote: 5,386,857
 
  (iii)   Sole power to dispose or to direct the disposition of: 0
 
  (iv)   Shared power to dispose or to direct the disposition of: 5,386,857
  Ficus shares voting and dispositive authority over 5,386,857 Shares it beneficially owns with Chaim Katzman, Gazit, FCR and FCA, as such Shares are held directly by Ficus, a wholly-owned subsidiary of FCA, which is a wholly-owned subsidiary of FCR, which is controlled through various subsidiaries by Gazit, which may be deemed to be controlled by Chaim Katzman.
(c)   Ficus has not effected any transactions in the Shares during the past 60 days.
 
(d)   Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by Ficus.
 
(e)   Not applicable.

 

21


 

SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
         
  CHAIM KATZMAN
 
 
Date: April 27, 2009  By:   /s/ Chaim Katzman    
       
       
 
  GAZIT-GLOBE, LTD.
 
 
Date: April 27, 2009  By:   /s/ Chaim Katzman    
    Name:   Chaim Katzman   
    Title:   Chairman   
 
  M G N (USA) INC.
 
 
Date: April 27, 2009  By:   /s/ Chaim Katzman    
    Name:   Chaim Katzman   
    Title:   President   
 
  GAZIT (1995), INC.
 
 
Date: April 27, 2009  By:   /s/ Chaim Katzman    
    Name:   Chaim Katzman   
    Title:   President   
 
  MGN AMERICA, LLC
 
 
Date: April 27, 2009  By:   /s/ Chaim Katzman    
    Name:   Chaim Katzman   
    Title:   President   
 
  FIRST CAPITAL REALTY
 
 
Date: April 27, 2009  By:   /s/ Chaim Katzman    
    Name:   Chaim Katzman   
    Title:   Chairman   

 

 


 

         
         
  FIRST CAPITAL AMERICA HOLDING CORP.
 
 
Date: April 27, 2009  By:   /s/ Karen Weaver   
    Name:   Karen Weaver   
    Title:   Vice President and Secretary   
 
  SILVER MAPLE, INC.
 
 
Date: April 27, 2009  By:   /s/ Chaim Katzman    
    Name:   Chaim Katzman   
    Title:   President   
 
  FICUS, INC.
 
 
Date: April 27, 2009  By:   /s/ Chaim Katzman    
    Name:   Chaim Katzman   
    Title:   President   
 

 

 

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