-----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, TQffLmC5nAQRB5n9cq15nB5zdnW9Nsba0JGEWVZt7ivG3J1+fAJ/xNgDkWVyFusk gijiCPf/OB+3E+o+bbekzA== 0001068829-05-000047.txt : 20051222 0001068829-05-000047.hdr.sgml : 20051222 20051221173736 ACCESSION NUMBER: 0001068829-05-000047 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051222 DATE AS OF CHANGE: 20051221 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Republic Property Trust CENTRAL INDEX KEY: 0001335686 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 203241867 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81221 FILM NUMBER: 051279518 BUSINESS ADDRESS: STREET 1: 1280 MARYLAND AVENUE, S.W. STREET 2: SUITE 280 CITY: WASHINGTON STATE: DC ZIP: 20024 BUSINESS PHONE: 202-863-0300 MAIL ADDRESS: STREET 1: 1280 MARYLAND AVENUE, S.W. STREET 2: SUITE 280 CITY: WASHINGTON STATE: DC ZIP: 20024 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SECURITY CAPITAL RESEARCH & MANAGEMENT INC CENTRAL INDEX KEY: 0001068829 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 11 SOUTH LASALLE STREET 2: SUITE 200 CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: 3123455800 MAIL ADDRESS: STREET 1: 11 SOUTH LASALLE STREET 2: SUITE 200 CITY: CHICAGO STATE: IL ZIP: 60603 SC 13G 1 repu1221.htm REPUBLIC PROPERTY TRUST 12-21-2005 repu1221

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549


 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(c)

 


 

REPUBLIC PROPERTY TRUST

( NAME OF ISSUER )

 

COMMON STOCK

(Title of Class of Securities)

 

760737106

(CUSIP Number)

 

December 14, 2005

(Date of Event Which Requires Filing of this Statement)

 


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

 

X Rule 13d-1 (b)

 

 

X Rule 13d-1 (c)

 

 

Rule 13d-1 (d)

 


CUSIP No. 760737106

13G

Page 1 of 3 pages


1.

Names of reporting persons

Security Capital Research & Management Incorporated

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

36-4130398

 


2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

 

 

(b)


3.

SEC USE ONLY


4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 


NUMBER OF

5.

SOLE VOTING POWER

3,990,000

SHARES

 

 

 

BENEFICIALLY

6.

SHARED VOTING POWER

0

OWNED BY

 

 

 

EACH

7.

SOLE DISPOSITIVE POWER

3,990,000

REPORTING

 

 

 

PERSON WITH

8.

SHARED DISPOSITIVE POWER

0

 


9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  3,990,000


10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

 

 

CERTAIN SHARES

 

 


11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

15.9%

 


12.

TYPE OF REPORTING PERSON*

IA

 



1.

Names of reporting persons

Security Capital Preferred Growth Incorporated

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

36-4128122

 


2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

 

 

(b)


3.

SEC USE ONLY


4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Maryland

 


NUMBER OF

5.

SOLE VOTING POWER

1,995,000

SHARES

 

 

 

BENEFICIALLY

6.

SHARED VOTING POWER

0

OWNED BY

 

 

 

EACH

7.

SOLE DISPOSITIVE POWER

1,995,000

REPORTING

 

 

 

PERSON WITH

8.

SHARED DISPOSITIVE POWER

0

 


9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  1,995,000


10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

 

 

CERTAIN SHARES

 

 


11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

8.0%

 


12.

TYPE OF REPORTING PERSON*

CO

 


Item 1(a).

Name of Issuer:

 

REPUBLIC PROPERTY TRUST

Item 1(b).

Address of Issuer's Principal Executive Offices:

 

1280 MARYLAND AVENUE, SUITE 280

WASHINGTON, DC 20024

 

 

Item 2(a).

Name of Person Filing:

 

(i) Security Capital Research & Management Inc.("SC-R&M")

 

(ii)Security Capital Preferred Growth Incorporated("SC-PG")

Item 2(b).

Address of Principal Business Office or, if None, Residence:

 

(i),(ii)

10 South Dearborn Street, Suite 1400

Chicago, Illinois 60603

 

 

Item 2(c).

Citizenship

 

(i)Delaware

(ii)Maryland

Item 2(d).

Title of Class of Securities:

 

COMMON STOCK

 

Unless otherwise noted, security being reported is common stock

Item 2(e).

CUSIP Number:

760737106

Item 3

If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)

 

Or (c), Check Whether the Person Filing is a :

 

(a)

 

Broker or dealer registered under Section 15 of the Exchange Act;

 

(b)

 

Bank as defined in Section 3(a)(6) of the Exchange Act;

 

(c)

 

Insurance company as defined in Section 3(a)(19) of the

 

 

 

Exchange Act;

 

(d)

 

Investment company registered under Section 8 of the Investment

 

 

 

Company Act;

 

(i)(e)

X

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

(f)

 

An employee benefit plan or endowment fund in accordance with

 

 

 

Rule 13d-1(b)(1)(ii)(F);

 

(g)

 

A parent holding company or control person in accordance with

 

 

 

Rule 13d-1(b)(1)(ii)(G);

 

(h)

 

A savings association as defined in Section 3(b) of the Federal

 

 

 

Deposit Insurance Act;

 

(i)

 

A church plan that is excluded from the definition of an

 

 

 

Investment company under Section 3(c)(14) of the Investment

 

 

 

Company act;

 

(j)

 

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to Rule 13d-1(c), check this box.

X (ii)

 


Page 2 of 3 pages

Item 4.

Ownership

 

Provide the following information regarding the aggregate number and

 

Percentage of the class of securities of issuer identified in Item 1.

 

(a)

Amount beneficially owned: (i)3,990,000 (ii)1,995,000

 

(b)

Percent of class: (i) 15.9% (ii)8.0%

 

(c)

Number of shares as to which (i)SC-R&M has:

 

 

(i)

Sole power to vote or to direct the vote:

3,990,000 

 

 

(ii)

Shared power to vote or to direct the vote:

0

 

 

(iii)

Sole power to dispose or to direct the disposition of:

3,990,000

 

 

(iv)

Shared power to dispose or to direct the disposition of:

0

 

(c)

Number of shares as to which (ii)SC-PG has:

 

 

(i)

Sole power to vote or to direct the vote:

1,995,000 

 

 

(ii)

Shared power to vote or to direct the vote:

0

 

 

(iii)

Sole power to dispose or to direct the disposition of:

1,995,000

 

 

(iv)

Shared power to dispose or to direct the disposition of:

0

Item 5.

Ownership of Five Percent or Less of a Class. NOT APPLICABLE

If this statement is being filed to report the fact that as of the date

hereof the reporting person has ceased to be the beneficial owner of more

than five percent of the class of securities, check the following. ( )

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Security Capital Research & Management Incorporated ("SC-R&M")is the beneficial owner of 3,990,000 shares, representing 15.9% of the

issuer's common stock on behalf of other persons known to have one or more of

the following:

 

The right to receive dividends for such securities;

 

The power to direct the receipt of dividends from such securities;

 

The right to receive the proceeds from the sale of such securities;

 

The right to direct the receipt of proceeds from the sale of such securities;

1,579,000 of the 3,990,000 shares beneficially owned by SC-R&M, representing 6.3% of

the class of securities, are owned by the Nuveen Real Estate Income Fund (the

"Fund"), a closed-end management investment company under the Investment Company Act

of 1940, as amended. SC-R&M serves as a sub-adviser to the Fund.

The 1,995,000 shares beneficially owned and reported by Security Capital Preferred

Growth Incorporated ("SC-PG") representing 8.0% of the class of securities, are

included in SC-R&M's 3,990,000 shares reported as SC-R&M is also deemed to be a

beneficial owner.

 

 

 

 

 

 

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security being reported on by the Parent Holding Company

 

Not Applicable

Item 8.

Identification and Classification of Members of the Group.

 

Not Applicable

 

Item 9.

Notice of Dissolution of Group.

 

Not Applicable

 

Item 10.

Certifications

 

By signing below I certify that, to the best of my knowledge and belief,

the securities referred to above were not acquired and are not held for the

purpose of or with the effect of changing or influencing the control of the

issuer of the securities and were not acquired and are not held in connection

with or as a participant in any transaction having that purpose or effect.

 

 


Page 3 of 3 pages 

 

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: December 21, 2005

Security Capital Research & Management Incorporated

 

By: /s/ Michael J. Heller

 

--------------------------------------

 

Michael J. Heller

 

Vice President and Controller

 

 

 

Security Capital Preferred Growth Incorporated

 

By: /s/ David E. Rosenbaum

 

--------------------------------------

 

David E. Rosenbaum

 

Managing Director

The original statement shall be signed by each person on whose behalf the statement

is filed or his authorized representative. If the statement is signed on behalf of

a person by his authorized representative (other than an executive officer or general

partner of the filing person), evidence of the representative's authority to sign on

behalf of such person shall be filed with the statement, provided, however, that a

power of attorney for this purpose which is already on file with the commission may

be incorporated by reference. The name and any title of each person who signs the

the statement shall be typed or printed beneath his signature.

 


Joint Filing Agreement:

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the

undersigned hereby agree to joint filing with each other of the attached statement on

Schedule 13 and to all amendments to such statement and that such statement and all

amendments to such statement are made on behalf of each of them.

 

IN WITNESS WHEREOF, the undersigned hereby execute this agreement on December 21, 2005.

Security Capital Research & Management Incorporated

By: /s/Michael J. Heller

Michael J. Heller

Vice President & Controller

 

Security Capital Preferred Growth Incorporated

By: /s/ David. E. Rosenbaum

David E. Rosenbaum

Managing Director

 

 


-----END PRIVACY-ENHANCED MESSAGE-----