AGREE REALTY CORP — Major Shareholding Notification 2008

Jan 7, 2008

SC 13D/A 1 a08-1311_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. 2)*

*AGREE REALTY CORPORATION*

(Name of Issuer)

*COMMON STOCK*

(Title of Class of Securities)

*008492100*

(CUSIP Number)

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

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

*January 3, 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 §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) | 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 575,080(1) |
| | 9. | Sole Dispositive Power 0 |
| | 10. | Shared Dispositive Power 575,080(1) |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 575,080(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) 7.48%(2) | |
| 14. | Type of Reporting Person
(See Instructions) CO | |

(1) The number of shares reported as beneficially owned is as of January 4, 2008.

(2) The percentage is calculated based on a total of 7,751,746 shares of common stock, par value $0.0001 per share, outstanding as of November 7, 2007, as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 8, 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) | 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 575,080(1) |
| | 9. | Sole Dispositive Power 0 |
| | 10. | Shared Dispositive Power 575,080(1) |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 575,080(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) 7.48%(2) | |
| 14. | Type of Reporting Person
(See Instructions) CO | |

(1) The number of shares reported as beneficially owned is as of January 4, 2008. Includes shares beneficially owned by Inland Investment Advisers, Inc. through its management of the discretionary account of Inland American.

(2) The percentage is calculated based on a total of 7,751,746 shares of common stock, par value $0.0001 per share, outstanding as of November 7, 2007, as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 8, 2007.

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CUSIP No. 008492100

This Amendment No. 2 to the Schedule 13D (“ Amendment No. 2 ”) amends 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 Amendment No. 1 filed on August 7, 2007 and Amendment No. 2, the “ Schedule 13D ”), in connection with the purchase of an additional 87,100 Shares. Capitalized terms used in this Amendment without being defined herein have the meanings given to them in the Initial Statement.

Item 2.	Identity and Background
	Appendix
A 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 Inland American,
which information is incorporated by reference into this Item 2, is hereby
amended and restated as filed with this Amendment No. 2.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 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 87,100 Shares for an
aggregate price of $2,611,202.85 in approximately 29 open-market transactions
from August 6, 2007 through January 4, 2008.
Item 5.	Interest in Securities of the Issuer
	Item 5 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.

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| CUSIP No. 008492100 |
| --- |
| (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: |

Date	Type of Transaction	No. of Shares	Price per Share	Total Purchase Price
November 26, 2007	Buy	5,000	$ 30.12000	$ 150,754.50
November 27, 2007	Buy	1,500	$ 30.09930	$ 45,198.45
November 30, 2007	Buy	100	$ 30.05000	$ 3,012.50
December 4, 2007	Buy	500	$ 30.09600	$ 15,067.50
December 5, 2007	Buy	2,100	$ 30.72710	$ 64,594.41
December 11, 2007	Buy	8,500	$ 30.69980	$ 261,207.80
December 12, 2007	Buy	10,000	$ 30.60480	$ 306,352.50
December 13, 2007	Buy	4,000	$ 30.65030	$ 122,725.70
December 14, 2007	Buy	2,500	$ 29.95800	$ 74,974.50
December 17, 2007	Buy	1,000	$ 29.41500	$ 29,449.50
December 18, 2007	Buy	2,000	$ 28.86950	$ 57,803.50
December 19, 2007	Buy	500	$ 29.85000	$ 14,944.50
December 20, 2007	Buy	1,000	$ 28.90800	$ 28,942.50
December 27, 2007	Buy	200	$ 30.05000	$ 6,020.50
December 31, 2007	Buy	500	$ 29.22000	$ 14,629.50
January 3, 2008	Buy	5,400	$ 28.41980	$ 153,633.42
January 4, 2008	Buy	4,500	$ 27.86220	$ 125,519.40

| | 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 is hereby amended and restated in its
entirety as follows: 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 of Inland American maintained 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 the Initial Statement as Exhibit 7.1. Schedule A to the Advisory Agreement has
been amended, and the amended Schedule A, dated August 3, 2007, is attached
hereto as Exhibit 7.1. The Schedule A
to the Advisory Agreement attached to this Amendment No. 2 at Exhibit 7.1
replaces in its entirety the Schedule A that is included with Exhibit 7.1 to the
Initial Statement. |

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CUSIP No. 008492100
	Because the services provided by investment
advisers to clients generally do not create an agreement between or among
that adviser and its clients to acquire, hold, vote or dispose of Shares,
Inland American and Adviser in accordance with instruction (2) to the cover
page of Schedule 13D do not affirm that they are acting as a “group” for
purposes of Section 13(d) under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”); however, in accordance with the perceived
statutory purpose of Section 13(d) to inform investors as to accumulations of
an issuer’s securities and because of the relationships among the Reporting
Persons described in this Schedule 13D, the Reporting Persons have filed this
Schedule 13D jointly pursuant the rules promulgated under Section 13(d),
including Rule 13d-1(k). Except as
otherwise described herein, there are no contracts, arrangements,
understandings or relationships, legal or otherwise, among the persons named
in Item 2 and between these persons and any person with respect to any
securities of the Company, including but not limited to transfer or voting of
any of the securities, finder’s fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss or the giving or withholding of proxies.
Adviser and Inland American are separate legal entities. IREIC sponsored Inland American.
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 exhibits: The amended Schedule A, dated August 3, 2007, to
the Advisory Agreement, dated November 15, 2005, is attached to this
Amendment No. 2 as Exhibit 7.1 and replaces in its entirety Schedule A in
Exhibit 7.1 to the Initial Statement. The Joint Filing Agreement is attached to this
Amendment No. 2 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: January 7, 2008	INLAND AMERICAN REAL ESTATE TRUST, INC.
	/s/ Roberta S. Matlin
	Roberta S. Matlin
	Vice President — Administration
Dated: January 7, 2008	INLAND INVESTMENT ADVISORS, INC.
	/s/ Roberta S. Matlin
	Roberta S. Matlin
	President

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CUSIP No. 008492100

Appendix A

Executive Officers and Directors of Inland American

For purposes of Item 2(c) as it pertains to the executive officers and directors of Inland American whose principal employer is Inland Real Estate Investment Corporation (“IREIC”), the principal business of that corporation is providing property management, leasing, marketing, acquisition, disposition, development, redevelopment, renovation, construction, finance, investment products and other services related to real estate. IREIC is the sole shareholder of Inland American Business Manager & Advisor, Inc. The principal business of Inland American Business Manager & Advisor, Inc. is overseeing and managing Inland American’s day-to-day operations, including identifying potential investment opportunities in real estate assets and assisting the board in evaluating those opportunities; preparing regulatory filings and other reports required by law; administering bookkeeping and accounting functions; and undertaking and performing all services and activities necessary and proper to carry out Inland American’s investment objectives.

Names and Titles of Inland American Executive Officers and Directors	Principal Occupation or Employment and Business of Principal Employer	Business or Residence Address; Citizenship
J.
Michael Borden, Director	President
and chief executive officer of Freedom Plastics, Inc., Rock Valley
Trucking Co., Inc., Total Quality Plastics, Inc., Rock Valley
Leasing, Inc., Hufcor Inc., Airwall, Inc. and Soft Heat; chief
executive officer of Hufcor Asia Pacific in China and Hong Kong, Marashumi
Corp. in Malaysia, Hufcor Australia Group, and F. P. Investments.	Hufcor, Inc. P.O. Box 591 Janesville, WI 53547 United States Citizen
Thomas
F. Glavin, Director	Owner
of Thomas F. Glavin & Associates, Inc., a certified public
accounting firm started in 1988, and partner in Gateway Homes, which has
zoned, developed and managed a 440 unit manufactured home park in Frankfort,
Illinois as well as single family home sites.	414
Plaza Drive Suite
304 Westmont,
IL 60551 United States Citizen
Brenda
G. Gujral, President and Director	President
and chief operation officer, Inland Real Estate Investment Corporation.	2901
Butterfield Road Oak Brook, Illinois 60523 United States Citizen
David
Mahon, Director	Managing
director of GE Antares Capital and one of GE Antares’ senior deal
professionals in leveraged finance; works in capital markets where he is
responsible for structuring and syndicating GE Antares’ transactions.	GE
Antares Capital 500 West Monroe Street Chicago, IL 60661 United States Citizen
Thomas
F. Meagher, Director	Principal
stockholder and chairman of Professional Golf Cars of Florida; serves on the
board of directors of The Private Bank of Chicago, DuPage Airport
Authority and the TWA Plan Oversight Committee.	2901
Butterfield Road Oak Brook, Illinois 60523 United States Citizen
Robert
D. Parks, Chairman of the Board; Director	Chairman,
Inland Real Estate Investment Corporation.	2901
Butterfield Road Oak Brook, Illinois 60523 United States Citizen
Paula
Saban, Director	President
and principal stockholder in Newport Distribution, Inc., a construction
products company. Recently
retired from Bank of America as senior vice president/private client manager
with Bank of America’s Private Bank and Banc of America Investment
Services, Inc., where she managed a diverse client portfolio;
responsible for client management and overall client satisfaction.	807
Tory Court Schaumburg, IL 60173 United States Citizen

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CUSIP No. 008492100

| William
J. Wierzbicki, Director | Registered
Professional Planner in the Province of Ontario, Canada; sole proprietor of
“Planning Advisory Services,” a land-use planning consulting service
providing consultation and advice to various local governments, developers
and individuals; chairman of the Sault North Planning Board, which is
responsible for land-use planning for 32 unorganized townships north of the
city of Sault Ste. Marie; independent director on the Sault Area Hospital
board of directors and sits on that board’s New Hospital Planning Committee
and the Quality and Performance Committee. | 28
Tadcaster Place Sault Ste. Marie, Ontario Canada P6B 5E4 Canadian Citizen |
| --- | --- | --- |
| Roberta
S. Matlin, Vice President – Administration | Senior
vice president, Inland Real Estate Investment Corporation. | 2901
Butterfield Road Oak Brook, Illinois 60523 United States Citizen |
| Lori
Foust, Treasurer and Principal Financial Officer | Treasurer
and principal financial officer of Inland American; chief financial officer
of Inland American Business Manager & Advisor, Inc.;
principally employed by IREIC. | 2901
Butterfield Road Oak Brook, Illinois 60523 United States Citizen |
| Scott
W. Wilton, Secretary | Secretary
of Inland American; assistant vice president of The Inland Real Estate Group,
Inc.; secretary of Inland Real Estate Exchange Corporation; secretary of
Inland Western Retail Real Estate Trust, Inc.; secretary of Inland American
Business Manager & Advisor, Inc.; principally employed as assistant counsel
with The Inland Real Estate Group, Inc. law department, which provides legal
services, including drafting and negotiating real estate purchase and sales
contracts, leases and other real estate or corporate agreements and documents,
performing due diligence, and rendering legal opinions. | 2901
Butterfield Road Oak Brook, Illinois 60523 United States Citizen |
| Jack
Potts, Principal Accounting Officer | Principal
accounting officer of Inland American and chief accounting officer of Inland
American Business Manager & Advisor, Inc.; principally employed
by IREIC. | 2901
Butterfield Road Oak Brook, Illinois 60523 United States Citizen |

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