-----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, MroLT6rpa8MDRyiUvSwhFEivhc8hDkXDQNhITMIUS6rNdYMwDOuOR2uHrD4u7ey2 TtwM1Y3NzxNfE/gp0n6fyQ== 0001104659-08-010492.txt : 20080214 0001104659-08-010492.hdr.sgml : 20080214 20080214115857 ACCESSION NUMBER: 0001104659-08-010492 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 GROUP MEMBERS: AEW CAPITAL MANAGEMENT, INC. GROUP MEMBERS: AEW INVESTMENT GROUP, INC. GROUP MEMBERS: AEW MANAGEMENT AND ADVISORS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DCT Industrial Trust Inc. CENTRAL INDEX KEY: 0001170991 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 820538520 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83082 FILM NUMBER: 08610426 BUSINESS ADDRESS: STREET 1: 518 SEVENTEENTH STREET STREET 2: ATTENTION: JENA SELLERS CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3038694700 MAIL ADDRESS: STREET 1: 518 SEVENTEENTH STREET STREET 2: ATTENTION: JENA SELLERS CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: DIVIDEND CAPITAL TRUST INC DATE OF NAME CHANGE: 20020411 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AEW CAPITAL MANAGEMENT L P/MA CENTRAL INDEX KEY: 0001046187 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: WORLD TRADE CENTER EAST STREET 2: TWO SEAPORT LANE CITY: BOSTON STATE: MA ZIP: 02110-2021 BUSINESS PHONE: 6172629324 MAIL ADDRESS: STREET 1: WORLD TRADE CENTER EAST STREET 2: TWO SEAPORT LANE CITY: BOSTON STATE: MA ZIP: 02110-2021 SC 13G 1 a08-5139_4sc13g.htm SC 13G

 

 

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

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(b)

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

DCT Industrial Trust Inc

(Name of Issuer)

Common Stock

(Title of Class of Securities)

233153105

(CUSIP Number)

December 31, 2007

(Date of Event Which Requires Filing of this Statement)

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

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 


*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).

 



 

CUSIP No. 233153105

 

 

1.

Names of Reporting Persons
AEW Capital Management, L.P.

 

 

2.

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

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
5,985,900

 

6.

Shared Voting Power
None

 

7.

Sole Dispositive Power
7,081,800

 

8.

Shared Dispositive Power
None

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
7,081,800 shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.85%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

2



 

CUSIP No. 233153105

 

 

1.

Names of Reporting Persons
AEW Capital Management, Inc.

 

 

2.

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

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Massachusetts

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
5,985,900

 

6.

Shared Voting Power
None

 

7.

Sole Dispositive Power
7,081,800

 

8.

Shared Dispositive Power
None

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
7,081,800 shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.85%

 

 

12.

Type of Reporting Person (See Instructions)

CO

 

3



 

CUSIP No. 233153105

 

 

1.

Names of Reporting Persons
AEW Management and Advisors, L.P.

 

 

2.

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

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
5,985,900

 

6.

Shared Voting Power
None

 

7.

Sole Dispositive Power
7,081,800

 

8.

Shared Dispositive Power
None

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
7,081,800 shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.85%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

4



 

CUSIP No. 233153105

 

 

1.

Names of Reporting Persons
AEW Investment Group, Inc.

 

 

2.

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

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Massachusetts

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
5,985,900

 

6.

Shared Voting Power
None

 

7.

Sole Dispositive Power
7,081,800

 

8.

Shared Dispositive Power
None

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
7,081,800 shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.85%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

5



 

CUSIP No. 233153105

 

Item 1.

 

(a)

Name of Issuer
DCT Industrial Trust Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
518 Seventeenth Street, Suite 1700

Denver, CO  80202

 

Item 2.

 

(a)

Name of Person Filing
AEW Capital Management, L.P.

AEW Capital Management, Inc.

AEW Management and Advisors, L.P.

AEW Investment Group, Inc.

 

(b)

Address of Principal Business Office or, if none, Residence
World Trade Center East

Two Seaport Lane

Boston, MA 02110-2021

 

(c)

Citizenship
Delaware for AEW Capital Management, L.P.

Massachusetts for AEW Capital Management, Inc.

Delaware for AEW Management and Advisors, L.P.

Massachusetts for AEW Investment Group, Inc.

 

(d)

Title of Class of Securities
Common Stock

 

(e)

CUSIP Number
233153105

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

 

 

Not Applicable

 

6



 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

7,081,800 shares of Common Stock

 

(b)

Percent of class:   

5.85%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

5,985,900 shares of Common Stock

 

 

(ii)

Shared power to vote or to direct the vote    

None

 

 

(iii)

Sole power to dispose or to direct the disposition of   

7,081,800 shares of Common Stock

 

 

(iv)

Shared power to dispose or to direct the disposition of   

None

 

Item 5.

Ownership of Five Percent or Less of a Class

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   o.

 

Not Applicable

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Not Applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

Not Applicable

 

Item 8.

Identification and Classification of Members of the Group

 

Not Applicable

 

Item 9.

Notice of Dissolution of Group

 

Not Applicable

 

7



 

Item 10.

Certification

 

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.

 

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: February 12, 2008

 

 

 

 

AEW CAPITAL MANAGEMENT, L.P.

 

 

 

 

 

By:

AEW Capital Management, Inc., its

 

 

 

general partner

 

 

 

 

 

 

By:

 

/s/ James J. Finnegan

 

 

 

 

Name:   James J. Finnegan

 

 

 

Title:      Vice President

 

 

 

 

 

 

AEW CAPITAL MANAGEMENT, INC.

 

 

 

 

 

 

By:

 

/s/ James J. Finnegan

 

 

 

 

Name:   James J. Finnegan

 

 

 

Title:      Vice President

 

 

 

 

 

 

AEW MANAGEMENT AND ADVISORS, L.P.

 

 

 

 

 

 

By:

AEW INVESTMENT GROUP, Inc., its

 

 

general partner

 

 

 

 

 

 

By:

 

/s/ James J. Finnegan

 

 

 

 

Name:   James J. Finnegan

 

 

 

Title:      Vice President

 

 

 

 

 

 

 

 

 

 

AEW INVESTMENT GROUP INC.

 

 

 

 

 

 

By:

 

/s/ James J. Finnegan

 

 

 

 

Name:   James J. Finnegan

 

 

 

Title:      Vice President

 

8



 

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 13G (including amendments thereto) with respect to the Common Stock of Brandywine Realty Trust and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.

 

In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 12th day of February, 2008.

 

 

 

AEW CAPITAL MANAGEMENT, L.P.

 

 

By:

AEW Capital Management, Inc., its

 

 

 

General partner

 

 

 

 

 

By:

/s/ James J. Finnegan

 

 

 

Name:   James J. Finnegan

 

 

 

Title:      Vice President

 

 

 

 

 

 

 

 

 

 

AEW CAPITAL MANAGEMENT, INC.

 

 

 

 

 

By:

/s/ James J. Finnegan

 

 

 

Name:   James J. Finnegan

 

 

 

Title:      Vice President

 

 

 

 

 

 

AEW MANAGEMENT AND ADVISORS, L.P.

 

 

By:

AEW Investment Group, Inc., its

 

 

General partner

 

 

 

 

 

 

By:

/s/ James J. Finnegan

 

 

 

Name:   James J. Finnegan

 

 

 

Title:      Vice President

 

 

 

 

 

 

 

 

 

 

AEW INVESTMENT GROUP, INC.

 

 

 

 

 

 

By:

/s/ James J. Finnegan

 

 

 

Name:   James J. Finnegan

 

 

 

Title:      Vice President

 


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