-----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, S6zrXFnWRw+H+MFU9NRaPApY+rBTFCFfcN0rZvEE6lSN/enhNsWUAocnuNT+qc2R lMmS58VqbjPvgXU3tmDgDw== 0000769317-09-000003.txt : 20090121 0000769317-09-000003.hdr.sgml : 20090121 20090121110315 ACCESSION NUMBER: 0000769317-09-000003 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090121 DATE AS OF CHANGE: 20090121 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN STRATEGIC INCOME PORTFOLIO INC III CENTRAL INDEX KEY: 0000896161 IRS NUMBER: 411739732 STATE OF INCORPORATION: MN FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52379 FILM NUMBER: 09536074 BUSINESS ADDRESS: STREET 1: 800 NICOLLET AVE STREET 2: BC-MN-H05O CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 6123033381 MAIL ADDRESS: STREET 1: 800 NICOLLET AVE STREET 2: BC-MN-H05O CITY: MINNEAPOLIS STATE: MN ZIP: 55402 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN STRATEGIC INCOME INC III DATE OF NAME CHANGE: 19930426 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SIT INVESTMENT ASSOCIATES INC CENTRAL INDEX KEY: 0000769317 IRS NUMBER: 411404829 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3300 IDS CENTER STREET 2: 80 SOUTH EIGHTH STREET CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 6123323223 MAIL ADDRESS: STREET 1: 3300 IDS CENTER STREET 2: 80 SOUTH EIGHTH STREET CITY: MINNEAPOLIS STATE: MN ZIP: 55402 SC 13D/A 1 csp13d12109.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 35) American Strategic Income Portfolio III, Inc. ( CSP ) - - ----------------------------------------------------------------------------- (Name of Issuer) Common Stock - - ----------------------------------------------------------------------------- (Title of Class of Securities) 03009T101 - - ----------------------------------------------------------------------------- (CUSIP Number) Paul E. Rasmussen 3300 IDS Center 80 South Eighth Street Minneapolis, MN 55402-4130 - - ----------------------------------------------------------------------------- (Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications) January 20, 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 which is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ x ] * 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 an 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). Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. CUSIP No. 03009T101 - - ----------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Sit Investment Associates, Inc. IRS Identification No. 41-1404829 See Exhibit 1 for schedule of affiliated entities. - - ----------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) [ ] (b) [x] - - ----------------------------------------------------------------------------- 3 SEC USE ONLY - - ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 Cash deposited in investment accounts regarding which Sit Investment, Associates, Inc. and Sit Investment Fixed Income Advisors, Inc. have investment discretion. - - ----------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - - ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Incorporated in Minnesota - - ----------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 6,363,625 Shares SHARES ----------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY EACH ----------------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH 6,363,625 Shares ----------------------------------------------------------- 10. SHARED DISPOSITIVE POWER - - ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON 6,363,625 Shares - - ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) [ ] - - ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.80% - - ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See instructions) IA - - ----------------------------------------------------------------------------- Page 2 of 5 ITEM 1 Security and Issuer Common Stock American Strategic Income Portfolio, Inc. III c/o Julie Kuck U.S. Bancorp Asset Management 800 Nicollet Mall, BC-MN-H04N Minneapolis, MN 55402 ITEM 2 Identity and Background a) Sit Investment Associates, Inc. ("SIA") Roger Jerome Sit, Chairman, President, CEO, & Global CIO Michael Clinton Brilley, Sr. VP and Sr. Fixed Income Officer Paul E. Rasmussen, Vice President, Secretary Frederick Richard Adler, Director William E. Frenzel, Director Ralph Strangis, Director b) Incorporated in the State of Minnesota 3300 IDS Center, 80 South Eighth Street, Minneapolis, MN 55402 c) Investment Management d) None of the individuals listed above or SIA has been convicted during the last 5 years of any criminal proceeding (excluding traffic violations). e) During the last five years none of the individuals listed above or SIA has been a party to a civil proceeding as a result of which any of them is subject to a judgment, decree, or final order enjoining future violations of or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. f) Each of the individuals listed above is a United States citizen. ITEM 3 Source and Amount of Funds or Other Considerations 0 Cash deposited in investment accounts regarding which Sit Investment Associates, Inc. and Sit Investment Fixed Income Advisors, Inc. have investment discretion. ITEM 4 Purpose of Transaction Shares of the Issuer have been acquired and sold over a period of time beginning March 11, 1996, and since the filing of the previous amendments to this Schedule 13D, in the ordinary course of business as an investment manager for investment purposes. The shares of the Issuer have been trading at a significant discount to net asset value during the past several years. Sit Investment Associates, Inc. ("SIA") and its subsidiary, Sit Investment Fixed Income Advisers, Inc. ("SIFIA"), have determined that it is in the best interests of certain of their clients to pursue with the Issuer changes in the Issuer's practices that, if adopted, would provide a limited opportunity to shareholders of the Issuer to redeem their shares at net asset value, or to pursue other means which would enable shareholders to realize the net asset value for their shares of the Issuer. SIA sent a letter to the management of the Issuer dated January 28, 1998 proposing changes to the Issuer's practices (the letter was attached as an exhibit to Schedule 13D filed on February 28, 1998). On March 18, 1998 the management of the Issuer announced that it intended to recommend to the Issuer's board of directors that the board authorize new discretionary repurchase offers during December 1999 and December 2001. The Issuer repurchased 10% of its shares at net asset value in December 1999, and did not offer to repurchase shares in December 2001. Subsequently, the board of directors for the Issuer approved a proposal to reorganize the Issuer into a specialty finance company that would elect to be taxed as a real estate investment trust ("REIT"). Under the proposal, shareholders of the Issuer who do not wish to receive shares of the REIT will have the option, subject to certain limitations, of electing to exchange their shares for shares of a newly formed closed-end management investment company with investment policies, restrictions, and strategies substantially similar to those of the Issuer. After the proposal was announced, SIA and management of the Issuer held discussions about the proposal. SIA and SIFIA seek to obtain the adoption of policies or strategies by the Issuer that would tend to reduce or eliminate the discount at which the shares of the Issuer will trade in the future, such as the re-purchase policies discussed above, or that would otherwise enable shareholders to liquidate shares of the Issuer at the Issuer's net asset value. SIA and SIFIA otherwise do not seek to influence or control the management of the Issuer. SIA and SIFIA will continue to acquire and sell shares of the Issuer on behalf of its clients for investment purposes in the ordinary course of business and will vote such additionally acquired shares in favor of any proposal submitted to shareholders that satisfactorily meets the objectives discussed above. ITEM 5 Interest in Securities of the Issuer a) As of January 20, 2009, Sit Investment Associates, Inc. ("SIA") and its affiliates own 6,363,625 shares which represents 29.80% of the outstanding Shares. None of the executive officers or directors of SIA owns any other shares.
Entity Shares Percentage ---------------- --------- --------- SIA (client accounts) 6,355,216 29.76% Sit Balanced Fund 8,409 0.04% -------- ------- Total Owned by SIA and Affiliated Entities 6,363,625 29.80%
b) SIA has the sole power to vote and dispose of all of such shares. c) Shares have been acquired and sold since October 17, 2008 as previously reported. Transactions (all open market transactions) effected since October 17, 2008 range in price from $7.06 to $9.14. d) Client accounts have the right to receive all dividends from and any proceeds from the sale of the shares. None of the client accounts owns more than 5% of the shares outstanding. e) Not applicable ITEM 6 Contracts, Arrangements, Understandings, or Relationships with Respect to Securities of the Issuer Sit Investment Associates, Inc. or its affiliates has entered into investment management agreements with each of its clients pursuant to which Sit Investment Associates, Inc. or its affiliate has assumed the responsibility to vote on behalf of its clients all shares held by its clients in portfolios managed by Sit Investment Associates, Inc. and affiliates. ITEM 7 Materials to be Filed as Exhibits Not applicable. 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. - ------------------ January 21, 2009 Sit Investment Associates, Inc. By: /s/ Paul E. Rasmussen ----------------------------------- Name/Title: Paul E. Rasmussen, Vice President EXHIBIT 1 The Reporting Person. Sit Investment Associates, Inc. ("SIA") is an Investment Adviser registered under section 203 of the Investment Advisers Act of 1940. SIA has two subsidiaries, each of which are registered Investment Advisers: Sit Investment Fixed Income Advisors ("SIFIA") Sit Fixed Income Advisors II, LLC SIA is the Investment Advisor for twelve no-load, open-end mutual funds (the "Funds") which are comprised of six registered investment companies, three of that consist of series funds as listed below. SIA has the voting power and dispositive power for all securities held in SIA client accounts and the following twelve mutual funds. 1) Sit Mid Cap Growth Fund, Inc. 2) Sit Large Cap Growth Fund, Inc. 3) Sit U.S. Government Securities Fund, Inc. 4) Sit Money Market Fund, Inc. Sit Mutual Funds, Inc. 5) Sit International Growth Fund (series A) 6) Sit Balanced Fund (series B) 7) Sit Developing Markets Growth Fund (series C) 8) Sit Small Cap Growth fund (series D) 9) Sit Dividend Growth Fund (Series G) Sit Mutual Funds II, Inc. 10) Sit Tax-Free Income Fund (series A) 11) Sit Minnesota Tax-Free Income Fund (series B) 12) Sit High Income Municipal Bond Fund (series D) Out of the affiliated entities indicated above, only SIA (client accounts), SIFIA (client accounts) and Sit Balanced Fund beneficially owned shares of the American Strategic Income Portfolio Inc. - III common stock as of January 20, 2009.
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