-----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, DGm5XWMf+a3sUYeHUS2EUCq29A2zr3+Q8syXjrKdMNrKisLKO46b30gbK3rWumwt q2tymuIDTweJfmeBcHgA8A== 0001104659-08-041736.txt : 20080624 0001104659-08-041736.hdr.sgml : 20080624 20080624131650 ACCESSION NUMBER: 0001104659-08-041736 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080624 DATE AS OF CHANGE: 20080624 GROUP MEMBERS: DANIEL L. GOODWIN GROUP MEMBERS: EAGLE FINANCIAL CORP. GROUP MEMBERS: INLAND INVESTMENT ADVISORS, INC. GROUP MEMBERS: INLAND REAL ESTATE CORPORATION GROUP MEMBERS: INLAND REAL ESTATE INVESTMENT CORPORATION GROUP MEMBERS: INLAND WESTERN RETAIL REAL ESTATE TRUST, INC. GROUP MEMBERS: ROBERT D. PARKS GROUP MEMBERS: ROBERT H. BAUM GROUP MEMBERS: THE INLAND GROUP, INC. GROUP MEMBERS: THE INLAND REAL ESTATE TRANSACTIONS GROUP, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RAMCO GERSHENSON PROPERTIES TRUST CENTRAL INDEX KEY: 0000842183 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 136908486 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40582 FILM NUMBER: 08913877 BUSINESS ADDRESS: STREET 1: 31500 NORTHWESTERN HWY STREET 2: SUITE 300 CITY: FARMINGTON HILLS STATE: MI ZIP: 48334 BUSINESS PHONE: 2483509900 MAIL ADDRESS: STREET 1: 31500 NORTHWESTERN HWY STREET 2: SUITE 300 CITY: FARMINGTON HILLS STATE: MI ZIP: 48334 FORMER COMPANY: FORMER CONFORMED NAME: RPS REALTY TRUST DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Inland American Real Estate Trust, Inc. CENTRAL INDEX KEY: 0001307748 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 342019608 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2901 BUTTERFIELD ROAD CITY: OAK BROOK STATE: IL ZIP: 60523 BUSINESS PHONE: 630-218-8000 MAIL ADDRESS: STREET 1: 2901 BUTTERFIELD ROAD CITY: OAK BROOK STATE: IL ZIP: 60523 SC 13D/A 1 a08-17219_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

(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. 1)*

 

RAMCO-GERSHENSON PROPERTIES TRUST

(Name of Issuer)

 

COMMON SHARES OF BENEFICIAL INTEREST

(Title of Class of Securities)

 

751452202

(CUSIP Number)

 

Lori J. Foust

Treasurer

Inland American Real Estate Trust, Inc.

2901 Butterfield Road

Oak Brook, Illinois 60523

(630 218-8000)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

June 20, 2008

(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. 751452202

 

 

1.

Names of Reporting Persons
Inland American Real Estate Trust, Inc. (I.R.S. Employer Identification No. 34-2019608)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC, 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
Maryland
Address of Principal Office:  2901 Butterfield Road, Oak Brook, Illinois 60523

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
1,092,287(1)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
1,092,287(1)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,092,287(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)
5.9%(2)

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

(1) The number of shares reported as beneficially owned is as of June 23, 2008.

 

(2) The percentage is calculated based on a total of 18,469,456 of the Issuer’s common shares of beneficial interest, par value $0.01 per share, outstanding as of May 6, 2008, as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 9, 2008.

 

2


 

CUSIP No. 751452202

 

 

1.

Names of Reporting Persons
Inland Investment Advisors, Inc.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

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
Illinois
Address of Principal Office:  2901 Butterfield Road, Oak Brook, Illinois 60523

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
1,242,137(1)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
1,242,137(1)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,242,137(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)
6.7%(2)

 

 

14.

Type of Reporting Person (See Instructions)
IA, CO

 

(1) The number of shares reported as beneficially owned is as of June 23, 2008.  Includes shares beneficially owned by Inland Investment Advisors, Inc. through its management of the discretionary accounts of its clients.

 

(2) The percentage is calculated based on a total of 18,469,456 of the Issuer’s common shares of beneficial interest, par value $0.01 per share, outstanding as of May 6, 2008, as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 9, 2008.

 

3


 

CUSIP No. 751452202

 

 

1.

Names of Reporting Persons
Inland Real Estate Investment Corporation (I.R.S. Employer Identification No. 36-3337999)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

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
Delaware
Address of Principal Office:  2901 Butterfield Road, Oak Brook, Illinois 60523

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
1,242,137(1)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
1,242,137(1)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,242,137(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)
6.7%(2)

 

 

14.

Type of Reporting Person (See Instructions)
HC, CO

 

(1) The number of shares reported as beneficially owned is as of June 23, 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 18,469,456 of the Issuer’s common shares of beneficial interest, par value $0.01 per share, outstanding as of May 6, 2008, as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 9, 2008.

 

4


 

CUSIP No. 751452202

 

 

1.

Names of Reporting Persons
Inland Real Estate Corporation (I.R.S. Employer Identification No. 36-3953261)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

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
Maryland
Address of Principal Office:  2901 Butterfield Road, Oak Brook, Illinois 60523

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
5,000(1)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
5,000(1)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,000(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)
0.0%(2)

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

(1) The number of shares reported as beneficially owned is as of June 23, 2008.

 

(2) The percentage is calculated based on a total of 18,469,456 of the Issuer’s common shares of beneficial interest, par value $0.01 per share, outstanding as of May 6, 2008, as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 9, 2008.

 

5


 

CUSIP No. 751452202

 

 

1.

Names of Reporting Persons
The Inland Group, Inc. (I.R.S. Employer Identification No. 36-3189393)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

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
Delaware
Address of Principal Office:  2901 Butterfield Road, Oak Brook, Illinois 60523

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
1,242,137(1)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
1,242,137(1)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,242,137(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)
6.7%(2)

 

 

14.

Type of Reporting Person (See Instructions)
HC, CO

 

(1) The number of shares reported as beneficially owned is as of June 23, 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 18,469,456 of the Issuer’s common shares of beneficial interest, par value $0.01 per share, outstanding as of May 6, 2008, as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 9, 2008.

 

6


 

CUSIP No. 751452202

 

 

1.

Names of Reporting Persons
Inland Western Retail Real Estate Trust, Inc. (I.R.S. Employer Identification No. 42-1579325)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC, 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
Maryland
Address of Principal Office:  2901 Butterfield Road, Oak Brook, Illinois 60523

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
70,550(1)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
70,550(1)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
70,550(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)
0.4%(2)

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

(1) The number of shares reported as beneficially owned is as of June 23, 2008.

 

(2) The percentage is calculated based on a total of 18,469,456 of the Issuer’s common shares of beneficial interest, par value $0.01 per share, outstanding as of May 6, 2008, as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 9, 2008.

 

7


 

CUSIP No. 751452202

 

 

1.

Names of Reporting Persons
Eagle Financial Corp. (I.R.S. Employer Identification No. 36-3839340)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC, 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
Illinois
Address of Principal Office:  2901 Butterfield Road, Oak Brook, Illinois 60523

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
40,000(1)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
40,000(1)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
40,000(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)
0.2%(2)

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

(1) The number of shares reported as beneficially owned is as of June 23, 2008.

 

(2) The percentage is calculated based on a total of 18,469,456 of the Issuer’s common shares of beneficial interest, par value $0.01 per share, outstanding as of May 6, 2008, as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 9, 2008.

 

8


 

CUSIP No. 751452202

 

 

1.

Names of Reporting Persons
The Inland Real Estate Transactions Group, Inc. (I.R.S. Employer Identification No. 36-3640591)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC, 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
Illinois
Address of Principal Office:  2901 Butterfield Road, Oak Brook, Illinois 60523

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
40,000(1)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
40,000(1)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
40,000(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)
0.2%(2)

 

 

14.

Type of Reporting Person (See Instructions)
HC, CO

 

(1) The number of shares reported as beneficially owned is as of June 23, 2008.

 

(2) The percentage is calculated based on a total of 18,469,456 of the Issuer’s common shares of beneficial interest, par value $0.01 per share, outstanding as of May 6, 2008, as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 9, 2008.

 

9


 

CUSIP No. 751452202

 

 

1.

Names of Reporting Persons
Daniel L. Goodwin

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

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
United States
Address of Principal Office:  2901 Butterfield Road, Oak Brook, Illinois 60523

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
1,242,137(1)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
1,242,137(1)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,242,137(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)
6.7%(2)

 

 

14.

Type of Reporting Person (See Instructions)
HC, IN

 

(1) The number of shares reported as beneficially owned is as of June 23, 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 18,469,456 of the Issuer’s common shares of beneficial interest, par value $0.01 per share, outstanding as of May 6, 2008, as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 9, 2008.

 

10


 

CUSIP No. 751452202

 

 

1.

Names of Reporting Persons
Robert D. Parks

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

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
United States
Address of Principal Office:  2901 Butterfield Road, Oak Brook, Illinois 60523

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
3,400(1)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
3,400(1)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,400(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)
0.0%(2)

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

(1) The number of shares reported as beneficially owned is as of June 23, 2008.

 

(2) The percentage is calculated based on a total of 18,469,456 of the Issuer’s common shares of beneficial interest, par value $0.01 per share, outstanding as of May 6, 2008, as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 9, 2008.

 

11


 

CUSIP No. 751452202

 

 

1.

Names of Reporting Persons
Robert H. Baum

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

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
United States
Address of Principal Office:  2901 Butterfield Road, Oak Brook, Illinois 60523

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
3,000(1)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
3,000(1)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,000(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)
0.0%(2)

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

(1) The number of shares reported as beneficially owned is as of June 23, 2008.

 

(2) The percentage is calculated based on a total of 18,469,456 of the Issuer’s common shares of beneficial interest, par value $0.01 per share, outstanding as of May 6, 2008, as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 9, 2008.

 

12


 

CUSIP No. 751452202

 

This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) amends and supplements the Schedule 13D filed by Inland American Real Estate Trust, Inc., Inland Investment Advisors, Inc., Inland Real Estate Investment Corporation, Inland Real Estate Corporation, The Inland Group, Inc., Inland Western Retail Real Estate Trust, Inc., Eagle Financial Corporation, The Inland Real Estate Transactions Group, Inc., Daniel L. Goodwin, Robert D. Parks and Robert H. Baum with the Securities and Exchange Commission (the “SEC”) on April 7, 2008 (the “Initial Statement”), in connection with the acquisition of additional Shares by Reporting Persons.  Capitalized terms used in this Amendment No. 1 without being defined herein have the meanings given to them in the Initial Statement.

 

Item 2.            Identity and Background.

 

Appendix D to Item 2 with respect to Identity and Background items (2)(a), (b), (c) and (f) of each of the executive officers and directors of IREC, which information is incorporated by reference into this Item 2, is hereby amended and restated in its entirety as filed with this Amendment No. 1.

 

Item 3.            Source and Amount of Funds or Other Consideration.

 

                Item 3 of the Schedule 13D is hereby amended and supplemented by the addition of the following information:

 

                Pursuant to the Inland American Advisory Agreement, Adviser has purchased on behalf of Inland American an additional 203,600 Shares for an aggregate price of $4,404,617 in approximately 32 open-market transactions from April 5, 2008 through June 20, 2008.  The working capital of Inland American and brokerage account margin loans were the sources of consideration for the purchases.

 

Item 5.            Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a)                                  See response corresponding to row 11 of the cover page of each Reporting Person for the aggregate number of Shares beneficially owned by 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, Adviser has effected the following Share transactions for the account of Inland American, each via the New York Stock Exchange:

 

13


 

CUSIP No. 751452202

 

Date

 

Type of Transaction

 

No. of Shares

 

Price Per Share

 

Total Purchase Price

 

May 5, 2008

 

Buy

 

18700

 

$

21.97

 

$

411,380

 

May 6, 2008

 

Buy

 

3300

 

$

21.97

 

$

72,605

 

May 7, 2008

 

Buy

 

37500

 

$

21.91

 

$

822,931

 

May 7, 2008

 

Buy

 

2000

 

$

21.83

 

$

43,650

 

May 7, 2008

 

Buy

 

2500

 

$

21.86

 

$

54,638

 

May 7, 2008

 

Buy

 

5000

 

$

21.82

 

$

109,075

 

May 8, 2008

 

Buy

 

19400

 

$

21.92

 

$

425,836

 

May 9, 2008

 

Buy

 

6000

 

$

21.90

 

$

131,585

 

May 21, 2008

 

Buy

 

700

 

$

21.97

 

$

15,405

 

May 23, 2008

 

Buy

 

15200

 

$

21.87

 

$

332,880

 

June 3, 2008

 

Buy

 

500

 

$

21.97

 

$

11,005

 

June 9, 2008

 

Buy

 

1000

 

$

21.93

 

$

21,935

 

June 9, 2008

 

Buy

 

1700

 

$

21.94

 

$

37,307

 

June 9, 2008

 

Buy

 

2500

 

$

21.95

 

$

54,888

 

June 9, 2008

 

Buy

 

1500

 

$

21.96

 

$

32,948

 

June 9, 2008

 

Buy

 

500

 

$

21.97

 

$

10,988

 

June 10, 2008

 

Buy

 

400

 

$

21.93

 

$

8,774

 

June 10, 2008

 

Buy

 

500

 

$

21.85

 

$

10,928

 

June 10, 2008

 

Buy

 

500

 

$

21.81

 

$

10,908

 

June 10, 2008

 

Buy

 

500

 

$

21.74

 

$

10,874

 

June 10, 2008

 

Buy

 

1000

 

$

21.73

 

$

21,735

 

June 10, 2008

 

Buy

 

500

 

$

21.62

 

$

10,815

 

June 10, 2008

 

Buy

 

100

 

$

21.63

 

$

2,164

 

June 11, 2008

 

Buy

 

9600

 

$

21.49

 

$

206,282

 

June 12, 2008

 

Buy

 

11000

 

$

21.46

 

$

236,065

 

June 13, 2008

 

Buy

 

5200

 

$

21.30

 

$

110,776

 

June 16, 2008

 

Buy

 

3500

 

$

21.48

 

$

75,163

 

June 18, 2008

 

Buy

 

18500

 

$

21.08

 

$

390,519

 

June 19, 2008

 

Buy

 

1800

 

$

20.69

 

$

37,240

 

June 20, 2008

 

Buy

 

19100

 

$

21.04

 

$

401,949

 

June 23, 2008

 

Buy

 

12900

 

$

20.96

 

$

270,373

 

 

To the knowledge of Inland American, Adviser, IREIC, IREC, TIGI, Inland Western, Eagle, and TIRETG, respectively, none of their executive officers and directors has effected any other transactions in Shares of the Company in the last 60 days.

 

(d)           None.

 

(e)           Not Applicable.

 

Item 7.                                   Material to be Filed as Exhibits.

 

Exhibit Number

 

Exhibit

7.5

 

Joint Filing Agreement

 

14


 

CUSIP No. 751452202

 

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:

June 24, 2008

INLAND AMERICAN REAL ESTATE TRUST, INC.

 

 

 

 

 

 

 

 

 

 

 

  /s/ Brenda G. Gujral

 

 

Name:

  Brenda G. Gujral

 

 

Title:

  President

 

 

 

 

Dated:

June 24, 2008

INLAND INVESTMENT ADVISORS, INC.

 

 

 

 

 

 

 

 

 

 

 

  /s/ Roberta S. Matlin

 

 

Name:

  Roberta S. Matlin

 

 

Title:

  President

 

 

 

 

Dated:

June 24, 2008

INLAND REAL ESTATE INVESTMENT CORPORATION

 

 

 

 

 

 

 

 

 

 

 

  /s/ Roberta S. Matlin

 

 

Name:

  Roberta S. Matlin

 

 

Title:

  Senior Vice President

 

 

 

 

Dated:

June 24, 2008

INLAND REAL ESTATE CORPORATION

 

 

 

 

 

 

 

 

 

 

 

  /s/ Mark E. Zalatoris

 

 

Name:

  Mark E. Zalatoris

 

 

Title:

  Chief Executive Officer

 

 

 

 

Dated:

June 24, 2008

THE INLAND GROUP, INC.

 

 

 

 

 

 

 

 

 

 

 

  /s/ Daniel L. Goodwin

 

 

Name:

  Daniel L. Goodwin

 

 

Title:

  President

 

 

 

 

Dated:

June 24, 2008

INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.

 

 

 

 

 

 

 

 

 

 

 

  /s/ Steven P. Grimes

 

 

Name:

  Steven P. Grimes

 

 

Title:

  Chief Operating Officer and Chief Financial Officer

 

 

 

 

Dated:

June 24, 2008

EAGLE FINANCIAL CORP.

 

 

 

 

 

 

 

 

 

 

 

  /s/ Daniel L. Goodwin

 

 

Name:

  Daniel L. Goodwin

 

 

Title:

  President

 


 

CUSIP No. 751452202

 

Dated:

June 24, 2008

THE INLAND REAL ESTATE TRANSACTIONS GROUP, INC.

 

 

 

 

 

 

 

 

 

 

 

  /s/ Daniel L. Goodwin

 

 

Name:

  Daniel L. Goodwin

 

 

Title:

  President

 

 

 

 

Dated:

June 24, 2008

DANIEL L. GOODWIN

 

 

 

 

 

 

 

 

 

 

 

  /s/ Daniel L. Goodwin

 

 

 

 

Dated:

June 24, 2008

ROBERT D. PARKS

 

 

 

 

 

 

 

 

 

 

 

  /s/ Robert D. Parks

 

 

 

 

Dated:

June 24, 2008

ROBERT H. BAUM

 

 

 

 

 

 

 

 

 

 

 

  /s/ Robert H. Baum

 


 

Appendix D

IREC

 

Names and Titles
of IREC
Executive
Officers and
Directors

 

Principal Occupation or Employment and Business of Principal
Employer

 

Business or Residence
Address; Citizenship

Roland W. Burris, Director

 

Manager and chief executive officer of Burris & Lebed Consulting LLC and of counsel to the law firm Burris, Wright, Slaughter & Tom, LLC since April 2002.

 

Burris & Lebed Consulting,
LLC
35 East Wacker Drive,
Suite 500
Chicago, Illinois 60601

United States Citizen

Thomas D’Arcy, Chairman

 

Principal in Bayside Realty Partners, a private real estate company focused on acquisition, renovation and development of land and income producing real estate primarily in the New England area.

 

Bayside Realty Partners
194 Central St.
Saugus, MA 01906

United States Citizen

Daniel L. Goodwin, Director

 

Chairman and President, The Inland Group, Inc.

 

2901 Butterfield Road
Oak Brook, Illinois 60523

United States Citizen

Joel G. Herter, Director

 

Senior consultant of Wolf & Company LLP, certified public accountants.

 

Wolf & Company LLP
2100 Clearwater Drive
Oak Brook, Illinois 60523

United States Citizen

Heidi N. Lawton, Director

 

President of Lawton Realty Group, Inc., a commercial real estate brokerage and management firm; responsible for all aspects of its operations, including structuring real estate investments, procuring partners or investors, acquiring land and properties and obtaining financing for development or acquisition.

 

Lawton Realty Group, Inc.
2100 Clearwater Drive
Oak Brook, Illinois 60523

United States Citizen

Thomas H. McAuley, Director

 

President of Inland Capital Markets Group, Inc., an affiliate of The Inland Group, Inc.

 

2901 Butterfield Road
Oak Brook, Illinois 60523

United States Citizen

Thomas McWilliams, Director

 

Licensed real estate broker specializing in the development of retail, office and residential properties in the western suburbs of Chicago; also serves as president of United Energy Associates, Inc., a full service energy management company.

 

1014 Burlington Avenue
P. O. Box 3672
Lisle, Illinois 60532

United States Citizen

Joel D. Simmons, Director

 

Limited partner of Cohen Financial, a national real estate finance company; focuses on structuring and managing capital for commercial real estate transactions.

 

Cohen Financial
520 Lake Cook Road,
Suite 350
Deerfield, Illinois 60015

United States Citizen

William W. Anderson, Vice President - Transactions

 

Vice President - Transactions, Inland Real Estate Corporation.

 

2901 Butterfield Road
Oak Brook, Illinois 60523

United States Citizen

 

Appendix D-1


 

Beth Sprecher Brooks, Vice President, Secretary and General Counsel

 

Vice President, Secretary and General Counsel, Inland Real Estate Corporation.

 

2901 Butterfield Road
Oak Brook, Illinois 60523

United States Citizen

Brett A. Brown, Vice President, Chief Financial Officer and Treasurer

 

Vice President, Chief Financial Officer and Treasurer, Inland Real Estate Corporation.

 

2901 Butterfield Road
Oak Brook, Illinois 60523

United States Citizen

D. Scott Carr, President of Property Management

 

President of Inland Commercial Property Management, Inc., Inland Real Estate Corporation.

 

2901 Butterfield Road
Oak Brook, Illinois 60523

United States Citizen

Mark E. Zalatoris, President and Chief Executive Officer

 

President and Chief Executive Officer, Inland Real Estate Corporation.

 

2901 Butterfield Road
Oak Brook, Illinois 60523

United States Citizen

 

Appendix D-2

 EX-7.5 2 a08-17219_1ex7d5.htm EX-7.5

EXHIBIT 7.5

 

JOINT FILING AGREEMENT

 

Pursuant to Rule 13d-1(k) promulgated under the Securities Act of 1934, as amended, each of Inland American Real Estate Trust, Inc., Inland Investment Advisors, Inc., Inland Real Estate Investment Corporation, Inland Real Estate Corporation, The Inland Group, Inc., Inland Western Retail Real Estate Trust, Inc., Eagle Financial Corp., The Inland Real Estate Transactions Group, Inc., Daniel L. Goodwin, Robert D. Parks, and Robert H. Baum hereby agree that the Schedule 13D to which this Exhibit 7.5 is attached and any amendments thereto relating to the acquisition or disposition of common shares of beneficial interest of Ramco-Gershenson Properties Trust is filed jointly on behalf of each of them.

 

This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original, and all of which together shall be deemed to constitute one and the same instrument.

 

IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement.

 

Dated:   June 24, 2008

INLAND AMERICAN REAL ESTATE TRUST, INC.

 

 

 

 

 

 

  /s/ Brenda G. Gujral

 

Name:

  Brenda G. Gujral

 

Title:

  President

 

 

Dated:   June 24, 2008

INLAND INVESTMENT ADVISORS, INC.

 

 

 

 

 

 

  /s/ Roberta S. Matlin

 

Name:

  Roberta S. Matlin

 

Title:

  President

 

 

Dated:   June 24, 2008

INLAND REAL ESTATE INVESTMENT CORPORATION

 

 

 

 

 

 

  /s/ Roberta S. Matlin

 

Name:

  Roberta S. Matlin

 

Title:

  Senior Vice President

 

 

Dated:   June 24, 2008

INLAND REAL ESTATE CORPORATION

 

 

 

 

 

 

  /s/ Mark E. Zalatoris

 

Name:

  Mark E. Zalatoris

 

Title:

  Chief Executive Officer

 

 

Dated:   June 24, 2008

THE INLAND GROUP, INC.

 

 

 

 

 

 

  /s/ Daniel L. Goodwin

 

Name:

  Daniel L. Goodwin

 

Title:

  President

 


 

Dated:   June 24, 2008

INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.

 

 

 

 

 

 

  /s/ Steven P. Grimes

 

Name:

  Steven P. Grimes

 

Title:

  Chief Operating Officer and Chief Financial Officer

 

 

Dated:   June 24, 2008

EAGLE FINANCIAL CORP.

 

 

 

 

 

 

  /s/ Daniel L. Goodwin

 

Name:

  Daniel L. Goodwin

 

Title:

  President

 

 

 

Dated:   June 24, 2008

THE INLAND REAL ESTATE TRANSACTIONS GROUP, INC.

 

 

 

 

 

 

  /s/ Daniel L. Goodwin

 

Name:

  Daniel L. Goodwin

 

Title:

  President

 

 

Dated:   June 24, 2008

DANIEL L. GOODWIN

 

 

 

 

 

 

  /s/ Daniel L. Goodwin

 

 

 

Dated:   June 24, 2008

ROBERT D. PARKS

 

 

 

 

 

 

  /s/ Robert D. Parks

 

 

 

Dated:   June 24, 2008

ROBERT H. BAUM

 

 

 

 

 

 

  /s/ Robert H. Baum

 

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