-----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, Lb7OGrKdPMDu4k/2fyuTbGF3A+zrI4+v9FuTl51WEd1WWHswbzH1fPrTRS3Wk8rP aGHMA+pcllb8Wlv8xqzzSg== 0000950138-06-000637.txt : 20060817 0000950138-06-000637.hdr.sgml : 20060817 20060817172651 ACCESSION NUMBER: 0000950138-06-000637 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060817 DATE AS OF CHANGE: 20060817 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MILLS CORP CENTRAL INDEX KEY: 0000914713 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 521802283 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48327 FILM NUMBER: 061041657 BUSINESS ADDRESS: STREET 1: 1300 WILSON BLVD STREET 2: STE 400 CITY: ARLINGTON STATE: VA ZIP: 22209 BUSINESS PHONE: 7035265000 MAIL ADDRESS: STREET 1: 1300 WILSON BLVD STREET 2: SUITE 400 CITY: ARLINGTON STATE: VA ZIP: 22209 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROTH MICHAEL CENTRAL INDEX KEY: 0001010207 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 4142411810 MAIL ADDRESS: STREET 1: 10556 N PORT WASHINGTON RD CITY: MEQUON STATE: WI ZIP: 53092 SC 13D/A 1 aug17_13da-mills.htm ROTH-STARK FILINGS\2006\AUG 17 13DA - MILLS

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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)

(Amendment No. 4)*

The Mills Corporation

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

601148109

(CUSIP Number)

Todd Turall, Esq.

c/o Stark Investments

3600 South Lake Drive

St. Francis, WI 53235

(414) 294-7000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

August 16, 2006

(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 Amendment No. 4 to Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 (the "Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

 

 

 

 

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

Michael A. Roth and Brian J. Stark, as joint filers pursuant to Rule 13d-1(k)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)

x

 

 

(b)

o

3

SEC USE ONLY

4

SOURCE OF FUNDS*

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

 

 

o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY
EACH

REPORTING

PERSON WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

2,830,061 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

2,830,061 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,830,061 shares of Common Stock

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

 

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.9%

14

TYPE OF REPORTING PERSON*

IN

 

 

 

 

 

Item 1. Security and Issuer.

 

This Amendment No. 4 to Schedule 13D relates to shares of Common Stock, $0.01 par value per share (the “Common Stock”) of The Mills Corporation (the “Issuer”). The principal executive office of the Issuer is 1300 Wilson Boulevard, Suite 400, Arlington, VA 22209.

 

Item 2. Identity and Background.

 

(a)              This Amendment No. 4 to Schedule 13D is filed on behalf of Michael A. Roth and Brian J. Stark (collectively, the “Reporting Persons”).

 

(b)              The principal place of business of the Reporting Persons is 3600 South Lake Drive, St. Francis, WI 53235.

 

(c)

See Item 5.

 

(d)              Neither of the Reporting Persons has, during the past five years, been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)              Neither of the Reporting Persons has, during the past five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which any of them became or 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)

The Reporting Persons are citizens of the United States of America.

 

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

 

Available net assets were utilized to purchase the securities referred to in this Schedule.

 

Item 4. Purpose of Transaction.

 

Stark has reduced its beneficial ownership of the Issuer’s Common Stock in a manner consistent with the Issuer’s charter documents.

 

Item 5. Interest in Securities of the Issuer.

 

(a)(b)     The Reporting Persons currently beneficially own an aggregate of 2,830,061 shares of Common Stock, or 4.9% of the outstanding shares of Common Stock of the Issuer, which the Company has indicated in its Form 10-Q for the period ended September 30, 2005 to be 56,603,203 shares as of November 4, 2005.

 

All of the foregoing represents an aggregate of 2,830,061 shares of Common Stock held directly by Stark Master Fund Ltd. ( “Stark”). The Reporting Persons direct the management of Stark Offshore Management, LLC (“Stark Offshore”), which acts as the investment manager and has sole power to direct the management of Stark. As the Managing Members of Stark Offshore, the Reporting Persons possess voting and dispositive power over all of the foregoing shares. Therefore, for the purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, the Reporting Persons may be deemed to be the beneficial owners of, but hereby disclaim such beneficial ownership of, the foregoing shares.

 

 

 

 

 

(c)(d)(e)

Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

Stark has entered into total return swap agreements whereby it has acquired an economic interest in 2,756,589 shares of the Issuer’s Common Stock.

 

Item 7. Material to be Filed as Exhibits.

 

Exhibit 1 - Joint Filing Agreement.

 

 

 

 

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:

August 17, 2006

 

 

/s/ Michael A. Roth                                                       

Michael A. Roth

/s/ Brian J. Stark                                                           

Brian J. Stark

 

 

 

 

Exhibit 1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to 2,830,061 shares of Common Stock of The Mills Corporation and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

 

The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided, however, that no party is responsible for the completeness or accuracy of the information concerning any other party making the filing, unless such party knows or has reason to believe that such information is inaccurate.

 

IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement on August 17, 2006.

 

/s/ Michael A. Roth                                                       

Michael A. Roth

/s/ Brian J. Stark                                                           

Brian J. Stark

 

 

 

 

 

 

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