0001341004-13-000196.txt : 20130212 0001341004-13-000196.hdr.sgml : 20130212 20130212133132 ACCESSION NUMBER: 0001341004-13-000196 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130212 DATE AS OF CHANGE: 20130212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CEDAR REALTY TRUST, INC. CENTRAL INDEX KEY: 0000761648 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 421241468 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38070 FILM NUMBER: 13596031 BUSINESS ADDRESS: STREET 1: 44 SOUTH BAYLES AVENUE CITY: PORT WASHINGTON STATE: NY ZIP: 11050 BUSINESS PHONE: 5167676492 MAIL ADDRESS: STREET 1: 44 SOUTH BAYLES AVENUE CITY: PORT WASHINGTON STATE: NY ZIP: 11050 FORMER COMPANY: FORMER CONFORMED NAME: CEDAR SHOPPING CENTERS INC DATE OF NAME CHANGE: 20030812 FORMER COMPANY: FORMER CONFORMED NAME: CEDAR INCOME FUND LTD /MD/ DATE OF NAME CHANGE: 20001128 FORMER COMPANY: FORMER CONFORMED NAME: UNI INVEST USA LTD DATE OF NAME CHANGE: 20000407 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RioCan Holdings USA Inc. CENTRAL INDEX KEY: 0001476018 IRS NUMBER: 271204079 STATE OF INCORPORATION: DE FISCAL YEAR END: 1209 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: RIOCAN YONGE EGLINTON CTR. STREET 2: 2300 YONGE ST., #500, POB 2386 CITY: TORONTO STATE: A6 ZIP: M4P 1E4 BUSINESS PHONE: 416-866-3033 MAIL ADDRESS: STREET 1: RIOCAN YONGE EGLINTON CTR. STREET 2: 2300 YONGE ST., #500, POB 2386 CITY: TORONTO STATE: A6 ZIP: M4P 1E4 SC 13D/A 1 sc13da.htm SC 13D/A CEDAR REALTY TRUST, INC. sc13da.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
 
CEDAR REALTY TRUST, INC.
(Name of Issuer)
 
Common Stock, par value $0.06 per share
(Title of Class of Securities)
 
150602209
(CUSIP Number)
 
Raghunath Davloor
Executive Vice President and Chief Financial
Officer RioCan Real Estate Investment Trust
RioCan Yonge Eglinton Centre
2300 Yonge Street, Suite 500, P.O. Box 2386
Toronto, Ontario M4P 1E4
Canada
(416-866-3033)
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
February 12, 2013
(Date of Event which Requires Filing of this Statement)

 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this statement because of §§240.13d-l(e), 240.13d-l(f) or 240.13d-l(g), check the following box. [    ]
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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 the disclosures provided in a prior cover page.
 
The information required in 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).
 
Continued on following pages
Page 1 of 5 Pages
 
 
 
 
 
 
 


 
SCHEDULE 13D
  
     
CUSIP No.: 150602209
  
Page 2 of 5 Pages


1.
Names of Reporting Persons.
 
RIOCAN REAL ESTATE INVESTMENT TRUST
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a) [  ]
(b) [  ]
3.
SEC Use Only
 
4.
Source of Funds (See Instructions)
 
WC
5.
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
 
[  ]
6.
Citizenship or Place of Organization
 
Ontario, Canada
Number of
7.  Sole Voting Power
None
  
Shares
      
Beneficially
Owned by Each
8.  Shared Voting Power
None
 
  
Reporting
Persons With
9.  Sole Dispositive Power
None
  
 
10.  Shared Dispositive Power
None
 
  
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
None
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
[   ]
13.
Percent of Class Represented by Amount in Row (11)
 
0%
14.
Type of Reporting Person:
 
HC
 
 
 
 
 


 
SCHEDULE 13D
  
     
CUSIP No.: 150602209
  
Page 3 of 5 Pages


1.
Names of Reporting Persons.
 
RIOCAN HOLDINGS USA INC.
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a) [  ]
(b) [  ]
3.
SEC Use Only
 
4.
Source of Funds (See Instructions)
 
WC
5.
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
 
[  ]
6.
Citizenship or Place of Organization
 
Delaware
Number of
7.  Sole Voting Power
None
  
Shares
      
Beneficially
Owned by Each
8.  Shared Voting Power
None
 
  
Reporting
Persons With
9.  Sole Dispositive Power
None
  
 
10.  Shared Dispositive Power
None
 
  
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
None
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
[   ]
13.
Percent of Class Represented by Amount in Row (11)
 
0%
14.
Type of Reporting Person:
 
CO
 
 
 
 
 

 
CUSIP No.: 150602209
  
Page 4 of 5 Pages


This exit Amendment No. 5 to Schedule 13D ("Amendment No. 5") amends and supplements the initial statement on Schedule 13D filed by RioCan Real Estate Investment Trust and RioCan Holdings USA Inc. with the Securities and Exchange Commission on November 5, 2009 (the "Initial Statement"), the first amendment to the Initial Statement filed by RioCan Real Estate Investment Trust and RioCan Holdings USA Inc. with the Securities and Exchange Commission on February 11, 2010 ("Amendment No. 1"), the second amendment to the Initial Statement filed by RioCan Real Estate Investment Trust and RioCan Holdings USA Inc. with the Securities and Exchange Commission on March 11, 2010 ("Amendment No. 2"), the third amendment to the Initial Statement filed by RioCan Real Estate Investment Trust and RioCan Holdings USA Inc. with the Securities and Exchange Commission on April 29, 2010 (the "Amendment No. 3") and the fourth amendment to the Initial Statement filed by RioCan Real Estate Investment Trust with the Securities and Exchange Commission on October 16, 2012 (the "Amendment No. 4" and, together with the Initial Statement, Amendment No. 1, Amendment No. 2, Amendment No. 3 and this Amendment No. 5, the "Schedule 13D"), in connection with the agreements described herein.  Capitalized terms used in this Amendment No. 5 without being defined herein have the meanings given to them in the Initial Statement, Amendment No. 1, Amendment No. 2, Amendment No. 3 or Amendment No. 4, as applicable.

Item 4.  Purpose of the Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

Sale of the Securities

On February 7, 2013, RioCan Holdings USA Inc. agreed to sell in a block trade the 9,445,236 shares of common stock of Cedar Realty Trust that it owned. Such sale of the shares of common stock settled on February 12, 2013, at which time RioCan Holdings USA Inc. and RioCan Real Estate Investment Trust ceased to hold any securities of Cedar Realty Trust.

Item 5.  Interest in Securities of the Issuer

Item 5 is amended and restated as follows:

(a)   As of the date hereof, each of RioCan Holdings USA Inc. and RioCan Real Estate Investment Trust beneficially own the aggregate number and percentage of outstanding shares of common stock set forth below:

Reporting Person
  
Aggregate Number of Common
Shares Beneficially Owned
  
Percentage of Outstanding
Common Shares
         
RioCan Holdings USA Inc.
  
0
  
0%
RioCan Real Estate Investment Trust
  
0
  
0%

(b)   Each of RioCan Holdings USA Inc. and RioCan Real Estate Investment Trust has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition of 0 shares of common stock.

(c)   Other than as stated herein, neither RioCan Holdings USA Inc. nor RioCan Real Estate Investment Trust has effected any transactions in the Common Stock during the 60 days preceding the date hereof.

(d)   Not applicable.

(e)   February 12, 2013.
 

 
 
 

 
CUSIP No.: 150602209
  
Page 5 of 5 Pages

 
SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: February 12, 2013
RIOCAN REAL ESTATE INVESTMENT TRUST
 
 
By: /s/ Raghunath Davloor
Name: Raghunath Davloor
Title: Executive Vice President and Chief Financial Officer