AGREE REALTY CORP — Major Shareholding Notification 2007

Aug 7, 2007

SC 13D/A 1 a07-21328_1sc13da.htm SC 13D/A

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)**

*AGREE REALTY CORPORATION*

(Name of Issuer)

*COMMON STOCK*

(Title of Class of Securities)

*008492100*

(CUSIP Number)

| Lori Foust | Roberta
S. Matlin |
| --- | --- |
| Treasurer | President |
| Inland
American Real Estate Trust, Inc. | Inland
Investment Advisors, Inc. |
| 2901
Butterfield Road | 2901
Butterfield Road |
| Oak
Brook, Illinois 60523 | Oak
Brook, Illinois 60523 |
| 630
218-8000 | 630
218-8000 |

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

*June 14, 2007*

(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 §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 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).

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| CUSIP No. 008492100 — 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only) 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) | x |
| | (b) | o |
| 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 492,480 |
| | 9. | Sole Dispositive Power 0 |
| | 10. | Shared Dispositive Power 492,480 |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 492,480 | |
| 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) 6.35%* | |
| 14. | Type of Reporting Person
(See Instructions) CO | |

• The percentage is calculated based on a total of 7,750,496 shares of common stock, par value $0.0001 per share, outstanding as of May 9, 2007, as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 9, 2007.

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| CUSIP No. 008492100 — 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only) Inland Investment Advisors, Inc. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| | (a) | x |
| | (b) | o |
| 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 492,480 |
| | 9. | Sole Dispositive Power 0 |
| | 10. | Shared Dispositive Power 492,480 |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 492,480 | |
| 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) 6.35%* | |
| 14. | Type of Reporting Person
(See Instructions) CO | |

• The percentage is calculated based on a total of 7,750,496 shares of common stock, par value $0.0001 per share, outstanding as of May 9, 2007, as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 9, 2007.

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| This Amendment No. 1 to
the Schedule 13D (the “ Amendment ”) amends, restates and supplements
the Schedule 13D filed by Inland American Real Estate Trust, Inc. and Inland
Investment Advisors, Inc. with the Securities and Exchange Commission on June
22, 2006 (the “ Initial Statement ” and, together with the Amendment,
the “ Schedule 13D ”), in connection with the purchase of an additional
103,880 Shares. Capitalized terms used
in this Amendment without being defined herein have the meanings given to
them in the Initial Statement. | |
| --- | --- |
| Item 3. | Source and Amount of Funds or Other Consideration |
| Item 3 of the Initial Statement is hereby amended
and supplemented by the addition of the following information: | |
| Pursuant to the Advisory Agreement, Adviser has purchased on behalf of
Inland American an additional 103,880 Shares for an aggregate price of
$3,300,969.14 in approximately 27 open-market transactions from June 21, 2006
through August 6, 2007. In the
aggregate, Adviser has purchased on behalf of Inland American a total of
492,480 Shares for a total of approximately $14,755,330.32 in approximately
64 open-market transactions from November 28, 2005 through August 6, 2007. | |
| Item 5. | Interest in Securities of the Issuer |
| Item 5 of the Initial
Statement is hereby amended and restated in its entirety with the following
information: | |
| (a) | See
response corresponding to row 11 of the cover page listing Inland American as
the Reporting Person for the aggregate number of Shares beneficially owned by
Inland American, which is incorporated herein by reference. See response corresponding to row 13 of the
cover page listing Inland American as the Reporting Person for the percentage
of Shares beneficially owned by Inland American, which is incorporated herein
by reference. See response corresponding
to row 11 of the cover page listing the Adviser as the Reporting Person for
the aggregate number of Shares beneficially owned by the Adviser, which is
incorporated herein by reference. See
response corresponding to row 13 of the cover page listing the Adviser as the
Reporting Person for the percentage of Shares beneficially owned by the
Adviser, which is incorporated herein by reference. The Adviser makes decisions as to
dispositions of the shares it holds for the account of Inland American by
means of a committee composed of three of its directors. Because no one officer or director of the
Adviser has the ability to direct the disposition of the Shares, none of the
officers and directors of the Adviser beneficially owns such shares. None of the executive officers or directors
listed on Appendix A or Appendix B beneficially owns any Shares of the
Company. |
| (b) | See
responses corresponding to rows seven through ten of the cover page listing
Inland American as the Reporting Person for the number of Shares as to which
Inland American 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. See responses corresponding to rows seven
through ten of the cover page listing the Adviser as the Reporting Person for
the number of Shares as to which the Adviser 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 Inland
American pursuant to the terms of the Advisory Agreement. None of the executive officers or directors
listed on Appendix A or Appendix B beneficially owns any Shares of the Company. |
| (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: |

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Type of Transaction	Date	No. of Shares	Price per Share	Total Purchase Price
Buy	June
7, 2007	10,000	$ 33.22500	$ 332,554.50
Buy	June
14, 2007	10,000	$ 32.87380	$ 329,042.50
Buy	June
25, 2007	2,000	$ 32.19800	$ 64,460.50
Buy	July
25, 2007	5,000	$ 28.99160	$ 145,112.50
Buy	August
3, 2007	3,000	$ 29.31430	$ 88,037.40
Buy	August 6, 2007	1,900	$ 28.78210	$ 54,747.49

| | To
the knowledge of Inland American, none of the executive officers and
directors of Inland American has effected any transactions in Shares of the
Company in the last 60 days or otherwise.
To the knowledge of the Adviser, none of the executive officers and
directors of Adviser has effected any transactions in Shares of the Company
in the last 60 days or otherwise. |
| --- | --- |
| (d) | None. |
| (e) | Not Applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer |
| Item 6 of the Initial Statement is hereby amended
and restated in its entirety with the following information: | |
| The Adviser purchased the Shares for the account of Inland American
pursuant to the terms of the Advisory Agreement. The Advisory Agreement provides that
Adviser has full discretionary authority with respect to the investment and
reinvestment of the assets of the account Inland American maintains with
Adviser, subject to certain investment guidelines that Inland American may
provide from time to time. These
guidelines take effect generally fifteen days after notice to Adviser. The Advisory Agreement also provides that the
Adviser has the power as Inland American’s proxy and attorney-in-fact to vote,
tender or direct the voting or tendering of all of the assets of the account
of Inland American. Either party may
terminate the Advisory Agreement upon thirty days’ written notice. The Advisory Agreement is attached to this
Schedule 13D as Exhibit 7.1. | |
| Item 7. | Material to Be Filed as Exhibits |
| Item 7 of the Initial Statement is hereby amended
and supplemented by the addition of the following exhibit: | |
| The Joint Filing Agreement is attached to this Schedule 13D as Exhibit
7.2. | |

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*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 7, 2007
/s/ Brenda G. Gujral
Brenda G. Gujral President

Dated: August 7, 2007
/s/ Roberta S. Matlin
Roberta S. Matlin President

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