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InvenTrust Properties Corp. — Major Shareholding Notification 2008
Oct 30, 2008
31599_mrq_2008-10-30_a6bc163f-3c16-4ebb-abd6-49242144dd01.zip
Major Shareholding Notification
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SC 13D 1 a08-27256_1sc13d.htm SC 13D
| 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. )*
GLIMCHER REALTY TRUST
(Name of Issuer)
COMMON SHARES OF BENEFICIAL INTEREST
(Title of Class of Securities)
379302102
(CUSIP Number)
Lori J. Foust
Treasurer
Inland American Real Estate Trust, Inc.
2901 Butterfield Road
Oak Brook, Illinois 60523
(630 218-8000)
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 20, 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 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 ("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. 379302102 — 1. | Names of Reporting Persons Inland American Real Estate Trust, 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 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 1,959,800(1) | ||
| 9. | Sole | |
| Dispositive Power 0 | ||
| 10. | Shared Dispositive Power 1,959,800(1) | |
| 11. | Aggregate | |
| Amount Beneficially Owned by Each Reporting Person 1,959,800(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) 5.2%(2) | ||
| 14. | Type | |
| of Reporting Person (See Instructions) CO |
(1) The number of shares reported as beneficially owned is as of 2:00 p.m. central time on October 30, 2008.
(2) The percentage is calculated based on a total of 37,805,466 of the Issuers common shares of beneficial interest, par value $0.01 per share, outstanding as of October 23, 2008, as disclosed in the Issuers Form 10-Q filed with the Securities and Exchange Commission on October 24, 2008.
2
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| CUSIP
| No. 379302102 — 1. | Names of Reporting Persons 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) 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 2,330,100(1) | ||
| 9. | Sole | |
| Dispositive Power 0 | ||
| 10. | Shared Dispositive Power 2,330,100(1) | |
| 11. | Aggregate | |
| Amount Beneficially Owned by Each Reporting Person 2,330,100(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) 6.2%(2) | ||
| 14. | Type | |
| of Reporting Person (See Instructions) IA, CO |
(1) The number of shares reported as beneficially owned is as of 2:00 p.m. central time on October 30, 2008. Includes shares beneficially owned by Inland Investment Advisors, Inc. through its management of the discretionary accounts of its clients.
(2) The percentage is calculated based on a total of 37,805,466 of the Issuers common shares of beneficial interest, par value $0.01 per share, outstanding as of October 23, 2008, as disclosed in the Issuers Form 10-Q filed with the Securities and Exchange Commission on October 24, 2008.
3
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| CUSIP
| No. 379302102 — 1. | Names of Reporting Persons Inland Real Estate Investment Corporation | |
|---|---|---|
| 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) 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 Delaware 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 2,330,100(1) | ||
| 9. | Sole | |
| Dispositive Power 0 | ||
| 10. | Shared Dispositive Power 2,330,100(1) | |
| 11. | Aggregate | |
| Amount Beneficially Owned by Each Reporting Person 2,330,100(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) 6.2%(2) | ||
| 14. | Type | |
| of Reporting Person (See Instructions) HC, CO |
(1) The number of shares reported as beneficially owned is as of 2:00 p.m. central time on October 30, 2008. Includes shares beneficially owned by Inland Investment Advisors, Inc., a wholly-owned subsidiary of Inland Real Estate Investment Corp., through its management of the discretionary accounts of its clients.
(2) The percentage is calculated based on a total of 37,805,466 of the Issuers common shares of beneficial interest, par value $0.01 per share, outstanding as of October 23, 2008, as disclosed in the Issuers Form 10-Q filed with the Securities and Exchange Commission on October 24, 2008.
4
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| CUSIP
| No. 379302102 — 1. | Names of Reporting Persons Inland Real Estate Corporation | |
|---|---|---|
| 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) 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 83,400(1) | ||
| 9. | Sole | |
| Dispositive Power 0 | ||
| 10. | Shared Dispositive Power 83,400(1) | |
| 11. | Aggregate | |
| Amount Beneficially Owned by Each Reporting Person 83,400(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) 0.2%(2) | ||
| 14. | Type | |
| of Reporting Person (See Instructions) CO |
(1) The number of shares reported as beneficially owned is as of 2:00 p.m. central time on October 30, 2008.
(2) The percentage is calculated based on a total of 37,805,466 of the Issuers common shares of beneficial interest, par value $0.01 per share, outstanding as of October 23, 2008, as disclosed in the Issuers Form 10-Q filed with the Securities and Exchange Commission on October 24, 2008.
5
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| CUSIP
| No. 379302102 — 1. | Names of Reporting Persons The Inland Group, 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) 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 Delaware 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 2,330,100(1) | ||
| 9. | Sole | |
| Dispositive Power 0 | ||
| 10. | Shared Dispositive Power 2,330,100(1) | |
| 11. | Aggregate | |
| Amount Beneficially Owned by Each Reporting Person 2,330,100(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) 6.2%(2) | ||
| 14. | Type | |
| of Reporting Person (See Instructions) HC, CO |
(1) The number of shares reported as beneficially owned is as of 2:00 p.m. central time on October 30, 2008. Includes shares beneficially owned by Inland Investment Advisors, Inc., an indirect wholly-owned subsidiary of The Inland Group, Inc., through its management of the discretionary accounts of its clients.
(2) The percentage is calculated based on a total of 37,805,466 of the Issuers common shares of beneficial interest, par value $0.01 per share, outstanding as of October 23, 2008, as disclosed in the Issuers Form 10-Q filed with the Securities and Exchange Commission on October 24, 2008.
6
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| CUSIP
| No. 379302102 — 1. | Names of Reporting Persons Inland Western Retail Real Estate Trust, 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 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 128,500(1) | ||
| 9. | Sole | |
| Dispositive Power 0 | ||
| 10. | Shared Dispositive Power 128,500(1) | |
| 11. | Aggregate | |
| Amount Beneficially Owned by Each Reporting Person 128,500(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) 0.3%(2) | ||
| 14. | Type | |
| of Reporting Person (See Instructions) CO |
(1) The number of shares reported as beneficially owned is as of 2:00 p.m. central time on October 30, 2008.
(2) The percentage is calculated based on a total of 37,805,466 of the Issuers common shares of beneficial interest, par value $0.01 per share, outstanding as of October 23, 2008, as disclosed in the Issuers Form 10-Q filed with the Securities and Exchange Commission on October 24, 2008.
7
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| CUSIP
| No. 379302102 — 1. | Names of Reporting Persons Eagle Financial Corp. | |
|---|---|---|
| 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 28,400(1) | ||
| 9. | Sole | |
| Dispositive Power 0 | ||
| 10. | Shared Dispositive Power 28,400(1) | |
| 11. | Aggregate | |
| Amount Beneficially Owned by Each Reporting Person 28,400(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) 0.1%(2) | ||
| 14. | Type | |
| of Reporting Person (See Instructions) CO |
(1) The number of shares reported as beneficially owned is as of 2:00 p.m. central time on October 30, 2008.
(2) The percentage is calculated based on a total of 37,805,466 of the Issuers common shares of beneficial interest, par value $0.01 per share, outstanding as of October 23, 2008, as disclosed in the Issuers Form 10-Q filed with the Securities and Exchange Commission on October 24, 2008.
8
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| CUSIP
| No. 379302102 — 1. | Names of Reporting Persons The Inland Real Estate Transactions Group, 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 28,400(1) | ||
| 9. | Sole | |
| Dispositive Power 0 | ||
| 10. | Shared Dispositive Power 28,400(1) | |
| 11. | Aggregate | |
| Amount Beneficially Owned by Each Reporting Person 28,400(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) 0.1%(2) | ||
| 14. | Type | |
| of Reporting Person (See Instructions) HC, CO |
(1) The number of shares reported as beneficially owned is as of 2:00 p.m. central time on October 30, 2008.
(2) The percentage is calculated based on a total of 37,805,466 of the Issuers common shares of beneficial interest, par value $0.01 per share, outstanding as of October 23, 2008, as disclosed in the Issuers Form 10-Q filed with the Securities and Exchange Commission on October 24, 2008.
9
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| CUSIP
| No. 379302102 — 1. | Names of Reporting Persons Minto Builders (Florida), 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 Florida 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 11,000(1) | ||
| 9. | Sole | |
| Dispositive Power 0 | ||
| 10. | Shared Dispositive Power 11,000(1) | |
| 11. | Aggregate | |
| Amount Beneficially Owned by Each Reporting Person 11,000(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) 0.0%(2) | ||
| 14. | Type | |
| of Reporting Person (See Instructions) CO |
(1) The number of shares reported as beneficially owned is as of 2:00 p.m. central time on October 30, 2008.
(2) The percentage is calculated based on a total of 37,805,466 of the Issuers common shares of beneficial interest, par value $0.01 per share, outstanding as of October 23, 2008, as disclosed in the Issuers Form 10-Q filed with the Securities and Exchange Commission on October 24, 2008.
10
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| CUSIP
| No. 379302102 — 1. | Names of Reporting Persons Daniel L. Goodwin | |
|---|---|---|
| 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) 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 United States 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 2,330,100(1) | ||
| 9. | Sole | |
| Dispositive Power 0 | ||
| 10. | Shared Dispositive Power 2,330,100(1) | |
| 11. | Aggregate | |
| Amount Beneficially Owned by Each Reporting Person 2,330,100(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) 6.2%(2) | ||
| 14. | Type | |
| of Reporting Person (See Instructions) HC, IN |
(1) The number of shares reported as beneficially owned is as of 2:00 p.m. central time on October 30, 2008. Includes shares beneficially owned by Inland Investment Advisors, Inc., an indirect wholly-owned subsidiary of The Inland Group, Inc., through its management of the discretionary accounts of its clients. Mr. Goodwin is the controlling shareholder of The Inland Group, Inc.
(2) The percentage is calculated based on a total of 37,805,466 of the Issuers common shares of beneficial interest, par value $0.01 per share, outstanding as of October 23, 2008, as disclosed in the Issuers Form 10-Q filed with the Securities and Exchange Commission on October 24, 2008.
11
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| CUSIP
| No. 379302102 — 1. | Names of Reporting Persons Lori J. Foust | |
|---|---|---|
| 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) 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 United States 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 750(1) | ||
| 8. | Shared | |
| Voting Power 0 | ||
| 9. | Sole | |
| Dispositive Power 750(1) | ||
| 10. | Shared Dispositive Power 0 | |
| 11. | Aggregate | |
| Amount Beneficially Owned by Each Reporting Person 750(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) 0.0%(2) | ||
| 14. | Type | |
| of Reporting Person (See Instructions) IN |
(1) The number of shares reported as beneficially owned is as of 2:00 p.m. central time on October 30, 2008.
(2) The percentage is calculated based on a total of 37,805,466 of the Issuers common shares of beneficial interest, par value $0.01 per share, outstanding as of October 23, 2008, as disclosed in the Issuers Form 10-Q filed with the Securities and Exchange Commission on October 24, 2008.
12
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CUSIP No. 379302102
| Item 1. | Security and Issuer |
|---|---|
| Common Shares of | |
| Beneficial Interest, $0.01 par value per share (the Shares ). | |
| Glimcher Realty Trust (the | |
| Company ) 180 East Broad Street Columbus, OH 43215 | |
| Item 2. | Identity and Background |
| (a) Inland American Real Estate Trust, Inc. ( Inland | |
| American ) | |
| (b) State of Incorporation: Maryland | |
| Address | |
| of Principal Office: 2901 Butterfield | |
| Road, Oak Brook, Illinois 60523 | |
| (c) Principal Business: Inland American seeks to acquire and manage | |
| a diversified (by geographical location and by property type) portfolio of | |
| real estate primarily improved for use as shopping or retail centers, malls, | |
| multi-family residential buildings, office and industrial buildings located | |
| in the United States and Canada. | |
| Inland American also may own publicly traded or privately owned | |
| entities that own such commercial real estate assets. These entities may include REITs and other | |
| real estate operating companies, such as real estate management companies | |
| and real estate development companies. | |
| (d) Inland American has not been convicted in a | |
| criminal proceeding, excluding traffic violations or similar | |
| misdemeanors. To the knowledge of | |
| Inland American, none of the executive officers and directors of Inland American | |
| has been convicted in a criminal proceeding, excluding traffic violations or | |
| similar misdemeanors. | |
| (e) Inland American is not, and during the last | |
| five years has not been, subject to (i) a judgment, decree or final order | |
| enjoining future violations of, or prohibiting or mandating activities | |
| subject to, federal or state securities laws or (ii) a finding of any | |
| violation with respect to federal or state securities laws as a result of a | |
| civil proceeding of a judicial or administrative body of competent jurisdiction | |
| to which it was a party. To the | |
| knowledge of Inland American, none of the executive officers and directors of | |
| Inland American has been a party to a civil proceeding of a judicial or | |
| administrative body of competent jurisdiction the result of which subjected | |
| him or her to (i) a judgment, decree or final order enjoining future | |
| violations of, or prohibiting or mandating activities subject to, federal or | |
| state securities laws or (ii) a finding of any violation with respect to | |
| federal or state securities laws. | |
| Please | |
| see Appendix A filed with this Schedule 13D for 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. | |
| (a) Inland Investment Advisors, Inc. ( Adviser ) | |
| (b) State of Incorporation: Illinois | |
| Address | |
| of Principal Office: 2901 Butterfield | |
| Road, Oak Brook, Illinois 60523 | |
| (c) Principal Business: Adviser purchases, sells, exchanges and | |
| otherwise trades in securities, places orders for the execution of | |
| transactions with or through brokers or dealers. Adviser selects, renders, | |
| furnishes and provides advice, analyses regarding securities on behalf of its | |
| clients. | |
| (d) Adviser has not been convicted in a | |
| criminal proceeding during the last five years, excluding traffic violations | |
| or similar misdemeanors. To the | |
| knowledge of Adviser, none of the executive officers and directors of Adviser | |
| has been convicted in a criminal proceeding during the last five years, | |
| excluding traffic violations or similar misdemeanors. |
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| (e) Adviser is not, and during the last five years has not been, subject to (i) a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or (ii) a finding of any violation with respect to federal or state securities laws as a result of a civil proceeding of a judicial or administrative body of competent jurisdiction to which it was a party. To the knowledge of Adviser, none of the executive officers and directors of Adviser has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction during the last five years the result of which subjected him or her to (i) a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or (ii) a finding of any
| violation with respect to federal or state securities laws. |
|---|
| Please |
| see Appendix B filed with this Schedule 13D for Identity and |
| Background items (2)(a), (b), (c) and (f) of each of the executive officers |
| and directors of Adviser, which information is incorporated by reference into |
| this Item 2. |
| (a) Inland Real Estate Investment Corporation |
| ( IREIC ) |
| (b) State of Incorporation: Delaware |
| Address |
| of Principal Office: 2901 Butterfield |
| Road, Oak Brook, Illinois 60523 |
| (c) Principal Business: IREIC is a wholly-owned subsidiary of TIGI |
| (as defined below) and is the sponsor of Inland American, Inland Western (as |
| defined below) and IREC (as defined below). |
| TIGI, together with its subsidiaries and affiliates, is a |
| fully-integrated group of legally and financially separate companies that |
| have been engaged in diverse facets of real estate such as property |
| management, leasing, marketing, acquisition, disposition, development, |
| redevelopment, renovation, construction, finance and other related services. |
| (d) IREIC has not been convicted in a criminal |
| proceeding during the last five years, excluding traffic violations or |
| similar misdemeanors. To the knowledge |
| of IREIC, none of the executive officers and directors of IREIC has been |
| convicted in a criminal proceeding during the last five years, excluding |
| traffic violations or similar misdemeanors. |
| Please |
| see Appendix C filed with this Schedule 13D for Identity and |
| Background items (2)(a), (b), (c) and (f) of each of the executive officers |
| and directors of IREIC, which information is incorporated by reference into |
| this Item 2. |
| (a) Inland Real Estate Corporation ( IREC ) |
| (b) State of Incorporation: Maryland |
| Address |
| of Principal Office: 2901 Butterfield |
| Road, Oak Brook, Illinois 60523 |
| (c) Principal Business: IREC is a publicly held real estate |
| investment trust that owns, operates and develops (directly or through its |
| unconsolidated entities) neighborhood retail centers (gross leasable areas |
| ranging from 5,000 to 150,000 square feet) and community centers (gross |
| leasable areas in excess of 150,000 square feet). |
| (d) IREC has not been convicted in a criminal |
| proceeding during the last five years, excluding traffic violations or |
| similar misdemeanors. To the knowledge |
| of IREC, none of the executive officers and directors of IREC has . |
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| been convicted in a criminal proceeding during the last five years, excluding
| traffic violations or similar misdemeanors |
|---|
| (e) IREC is not, and during the last five years |
| has not been, subject to (i) a judgment, decree or final order enjoining |
| future violations of, or prohibiting or mandating activities subject to, |
| federal or state securities laws or (ii) a finding of any violation with |
| respect to federal or state securities laws as a result of a civil proceeding |
| of a judicial or administrative body of competent jurisdiction to which it |
| was a party. To the knowledge of IREC, |
| none of the executive officers and directors of IREC has been a party to a |
| civil proceeding of a judicial or administrative body of competent |
| jurisdiction during the last five years the result of which subjected him or |
| her to (i) a judgment, decree or final order enjoining future violations of, |
| or prohibiting or mandating activities subject to, federal or state securities |
| laws or (ii) a finding of any violation with respect to federal or state |
| securities laws. |
| Please |
| see Appendix D filed with this Schedule 13D for Identity and |
| Background items (2)(a), (b), (c) and (f) of each of the executive officers |
| and directors of IREC, which information is incorporated by reference into |
| this Item 2. |
| (a) The Inland Group, Inc. ( TIGI ) |
| (b) State of Incorporation: Delaware |
| Address |
| of Principal Office: 2901 Butterfield |
| Road, Oak Brook, Illinois 60523 |
| (c) Principal Business: TIGI, together with its subsidiaries and |
| affiliates, is a fully-integrated group of legally and financially separate |
| companies that have been engaged in diverse facets of real estate such as |
| property management, leasing, marketing, acquisition, disposition, development, |
| redevelopment, renovation, construction, finance and other related services. |
| (d) TIGI has not been convicted in a criminal |
| proceeding during the last five years, excluding traffic violations or |
| similar misdemeanors. To the knowledge |
| of TIGI, none of the executive officers and directors of TIGI has been |
| convicted in a criminal proceeding during the last five years, excluding |
| traffic violations or similar misdemeanors. |
| (e) TIGI is not, and during the last five years |
| has not been, subject to (i) a judgment, decree or final order enjoining |
| future violations of, or prohibiting or mandating activities subject to, |
| federal or state securities laws or (ii) a finding of any violation with |
| respect to federal or state securities laws as a result of a civil proceeding |
| of a judicial or administrative body of competent jurisdiction to which it |
| was a party. To the knowledge of TIGI, |
| none of the executive officers and directors of TIGI has been a party to a |
| civil proceeding of a judicial or administrative body of competent |
| jurisdiction during the last five years the result of which subjected him or |
| her to (i) a judgment, decree or final order enjoining future violations of, |
| or prohibiting or mandating activities subject to, federal or state |
| securities laws or (ii) a finding of any violation with respect to federal or |
| state securities laws. |
| Please |
| see Appendix E filed with this Schedule 13D for Identity and |
| Background items (2)(a), (b), (c) and (f) of each of the executive officers |
| and directors of TIGI, which information is incorporated by reference into |
| this Item 2. |
| (a) Inland Western Retail Real Estate Trust, |
| Inc. ( Inland Western ) |
| (b) State of Incorporation: Maryland |
| Address |
| of Principal Office: 2901 Butterfield |
| Road, Oak Brook, Illinois 60523 |
| (c) Principal Business: Inland Western is a real estate investment |
| trust focused on the acquisition, development and management of retail |
| properties, including lifestyle, power, neighborhood and community centers, |
| in addition to single-user net lease properties in locations demonstrating |
| solid demographics. |
15
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(d) Inland Western has not been convicted in a criminal proceeding during the last five years, excluding traffic violations or similar misdemeanors. To the knowledge of Inland Western, none of the executive officers and directors of Inland Western has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors.
(e) Inland Western is not, and during the last five years has not been, subject to (i) a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or (ii) a finding of any violation with respect to federal or state securities laws as a result of a civil proceeding of a judicial or administrative body of competent jurisdiction to which it was a party. To the knowledge of Inland Western, none of the executive officers and directors of Inland Western has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction the result of which subjected him or her to (i) a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or (ii) a finding of any violation with respect to federal or state securities laws.
Please see Appendix F filed with this Schedule 13D for Identity and Background items (2)(a), (b), (c) and (f) of each of the executive officers and directors of Inland Western, which information is incorporated by reference into this Item 2.
(a) Eagle Financial Corp. ( Eagle )
(b) State of Incorporation: Illinois
Address of Principal Office: 2901 Butterfield Road, Oak Brook, Illinois 60523
(c) Principal Business: Eagle is engaged in the purchase and sale of securities.
(d) Eagle has not been convicted in a criminal proceeding during the last five years, excluding traffic violations or similar misdemeanors. To the knowledge of Eagle, none of the executive officers and directors of Eagle has been convicted in a criminal proceeding during the last five years, excluding traffic violations or similar misdemeanors.
(e) Eagle is not, and during the last five years has not been, subject to (i) a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or (ii) a finding of any violation with respect to federal or state securities laws as a result of a civil proceeding of a judicial or administrative body of competent jurisdiction to which it was a party. To the knowledge of Eagle, none of the executive officers and directors of Eagle has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction the result of which subjected him or her to (i) a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or (ii) a finding of any violation with respect to federal or state securities laws.
Please see Appendix G filed with this Schedule 13D for Identity and Background items (2)(a), (b), (c) and (f) of each of the executive officers and directors of Eagle, which information is incorporated by reference into this Item 2.
(a) The Inland Real Estate Transactions Group, Inc. ( TIRETG )
(b) State of Incorporation: Illinois
Address of Principal Office: 2901 Butterfield Road, Oak Brook, Illinois 60523
(c) Principal Business: Holding company for separate companies engaged in real estate brokerage, leasing, marketing, acquisition, disposition, development, and purchase and sale of securities.
(d) TIRETG has not been convicted in a criminal proceeding during the last five years, excluding traffic violations or similar misdemeanors. To the knowledge of TIRETG, none of the executive officers and directors of
16
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TIRETG has been convicted in a criminal proceeding during the last five years, excluding traffic violations or similar misdemeanors.
(e) TIRETG is not, and during the last five years has not been, subject to (i) a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or (ii) a finding of any violation with respect to federal or state securities laws as a result of a civil proceeding of a judicial or administrative body of competent jurisdiction to which it was a party. To the knowledge of TIRETG, none of the executive officers and directors of TIRETG has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction the result of which subjected him or her to (i) a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or (ii) a finding of any violation with respect to federal or state securities laws.
Please see Appendix H filed with this Schedule 13D for Identity and Background items (2)(a), (b), (c) and (f) of each of the executive officers and directors of TIRETG, which information is incorporated by reference into this Item 2.
(a) Minto Builders (Florida), Inc. ( MB REIT )
(b) State of Incorporation: Florida
Address of Principal Office: 2901 Butterfield Road, Oak Brook, Illinois 60523
(c) Principal Business: MB REIT is a real estate investment trust which invests in and acquires, holds, manages, administers, controls and disposes of real estate assets.
(d) MB REIT has not been convicted in a criminal proceeding during the last five years, excluding traffic violations or similar misdemeanors. To the knowledge of MB REIT, none of the executive officers and directors of MB REIT has been convicted in a criminal proceeding during the last five years, excluding traffic violations or similar misdemeanors.
(e) MB REIT is not, and during the last five years has not been, subject to (i) a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or (ii) a finding of any violation with respect to federal or state securities laws as a result of a civil proceeding of a judicial or administrative body of competent jurisdiction to which it was a party. To the knowledge of MB REIT, none of the executive officers and directors of MB REIT has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction the result of which subjected him or her to (i) a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or (ii) a finding of any violation with respect to federal or state securities laws.
Please see Appendix I filed with this Schedule 13D for Identity and Background items (2)(a), (b), (c) and (f) of each of the executive officers and directors of MB REIT, which information is incorporated by reference into this Item 2.
(a) Daniel L. Goodwin
(b) Business Address: 2901 Butterfield Road, Oak Brook, Illinois 60523
(c) Principal Occupation: Chairman and President, The Inland Group, Inc.
Address of Principal Office: 2901 Butterfield Road, Oak Brook, Illinois 60523
(d) Mr. Goodwin has not been convicted in a criminal proceeding during the last five years, excluding traffic violations or similar misdemeanors.
(e) Mr. Goodwin is not, and during the last five years has not been, subject to (i) a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws
17
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or (ii) a finding of any violation with respect to federal or state securities laws as a result of a civil proceeding of a judicial or administrative body of competent jurisdiction to which he was a party.
(f) Citizenship: United States
(a) Lori J. Foust
(b) Business Address: 2901 Butterfield Road, Oak Brook, Illinois 60523
(c) Principal Occupation: Treasurer, Inland American Real Estate Trust, Inc.
Address of Principal Office: 2901 Butterfield Road, Oak Brook, Illinois 60523
(d) Ms. Foust has not been convicted in a criminal proceeding during the last five years, excluding traffic violations or similar misdemeanors.
(e) Ms. Foust is not, and during the last five years has not been, subject to (i) a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or (ii) a finding of any violation with respect to federal or state securities laws as a result of a civil proceeding of a judicial or administrative body of competent jurisdiction to which she was a party.
(f) Citizenship: United States
Inland American, Adviser, IREIC, IREC, TIGI, Inland Western, Eagle, TIRETG, MB REIT, Mr. Goodwin and Ms. Foust collectively are referred to herein as the Reporting Persons .
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to an Investment Advisory Agreement for Discretionary Accounts made and entered into as of November 15, 2005, as amended, by and between Inland American and Adviser, substantially in the form attached as Exhibit 7.1 to this Schedule 13D, Adviser has purchased on behalf of Inland American a total of 1,948,800 Shares for an aggregate price of $30,298,084 in approximately 146 open-market transactions from May 3, 2007 through October 30, 2008. The working capital of Inland American and brokerage account margin loans were the sources of consideration for the purchases.
Pursuant to an Investment Advisory Agreement for Discretionary Accounts that Adviser has entered into with IREC, substantially in the form attached as Exhibit 7.2 to this Schedule 13D, Adviser has purchased a total of 83,400 Shares on behalf of IREC for an aggregate price of $1,554,074 in approximately 13 open-market transactions from July 31, 2007 through April 9, 2008. The working capital of IREC and brokerage account margin loans were the sources of consideration for the purchases.
Pursuant to an Investment Advisory Agreement for Discretionary Accounts made and entered into as of April 4, 2006, as amended, by and between Inland Western and Adviser, substantially in the form attached as Exhibit 7.2 to this Schedule 13D, Adviser has purchased on behalf of Inland Western a total of 128,500 Shares for an aggregate price of $1,754,837 in approximately 24 open-market transactions from July 13, 2007 through April 14, 2008. The working capital of Inland Western and brokerage account margin loans were the sources of consideration for the purchases.
Pursuant to an Investment Advisory Agreement for Discretionary Accounts that Adviser has entered into with Eagle, substantially in the form attached as Exhibit 7.3 to this Schedule 13D, Adviser has purchased a total of 28,400 Shares on behalf of Eagle for an aggregate price of $345,045 in approximately eight open-market transactions from December 27, 2007 through September 19, 2008. The working capital of Eagle and brokerage account margin loans were the sources of consideration for the purchases.
Pursuant to an Investment Advisory Agreement for Discretionary Accounts that Adviser has entered into with MB REIT, substantially in the form attached as Exhibit 7.1 to this Schedule 13D, Adviser has purchased a total of 11,000 Shares on behalf of MB REIT for an aggregate price of $106,081 in approximately seven open-market transactions from July 14, 2008
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through August 21, 2008. The working capital of MB REIT and brokerage account margin loans were the sources of consideration for the purchases.
Pursuant to an Investment Advisory Agreement for Discretionary Accounts that Adviser has entered into with Mr. Goodwin, substantially in the form attached as Exhibit 7.3 to this Schedule 13D, Adviser has purchased a total of 126,100 Shares on behalf of Mr. Goodwin for an aggregate price of $1,411,663 in approximately 70 open-market transactions from December 27, 2007 through October 8, 2008. The personal funds of Mr. Goodwin and brokerage account margin loans were the source of consideration for these purchases.
Adviser has also purchased a total of 3,900 Shares on behalf of clients that are not Reporting Persons for an aggregate price of $42,335 in approximately four open-market transactions from June 19, 2008 through August 19, 2008 pursuant to separate investment advisory agreements for discretionary accounts that Adviser has entered into with each of them, each substantially in the form attached as Exhibit 7.3 to this Schedule 13D. The working capital of these clients and brokerage account margin loans were the sources of consideration for the purchases.
Ms. Foust has purchased 750 Shares for an aggregate price of $6,611 in approximately four open-market transactions from September 10, 2008 through October 8, 2008. The personal funds of Ms. Foust were the source of consideration for these purchases.
The Reporting Persons and the Advisers other clients may continue to utilize margin credit from time to time for the purchase of Shares, subject to applicable federal margin regulations, stock exchange rules and the brokerage firms credit policies. The cost of borrowing with respect to margin accounts fluctuates with the broker loan rate and the amount of the debit balance. The positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in those accounts.
The investment advisory agreements for discretionary accounts by and between Adviser and each of Inland American, IREC, Inland Western, Eagle, MB REIT, Mr. Goodwin and Advisers clients who are not Reporting Persons, respectively, are collectively referred to in this Schedule 13D as the Advisory Agreements .
To the knowledge of Inland American, Adviser, IREIC, IREC, TIGI, Inland Western, Eagle, TIRETG and MB REIT this Item 3 is inapplicable to the executive officers and directors listed on Appendices A through I, respectively, to the extent those officers and directors are not Reporting Persons, because none of those executive officers and directors who are not Reporting Persons owns any Shares of the Company.
Item 4. Purpose of Transaction.
Adviser beneficially owns Shares by virtue of having discretionary authority to vote and dispose of the Shares pursuant to the respective Advisory Agreements. Adviser is a wholly-owned subsidiary of IREIC, which is a wholly-owned subsidiary of TIGI, of which Mr. Goodwin is the controlling shareholder. Each of the Reporting Persons acquired the Companys Shares for the purpose of making an investment in the Company. Inland American and Adviser are considering various courses of action with respect to the Company and intend to propose one or more of the following potential transactions to the Company (each a Potential Transaction ) pursuant to which: (i) Inland American, or a subsidiary or affiliate thereof, would enter into an agreement with the Company to acquire additional Shares, by purchase, in a cash tender offer or exchange offer; (ii) Inland American would enter into a joint venture with the Company relating to a material amount of the assets of the Company; (iii) Inland American, or an affiliate of Inland American, would enter into a merger (including a cash merger), a purchase of all of the assets of the Company or a similar transaction by which Inland American would acquire control of the Company; or (iv) Inland American, or a subsidiary or affiliate thereof, would otherwise acquire additional Shares or other securities issued by the Company. If the parties can agree on the terms and conditions of a Potential Transaction, Inland American intends to enter into a definitive written agreement reflecting those terms and conditions.
Despite the present intent of Inland American and the Adviser expressed above, there can be no assurance that a Potential Transaction involving Inland American will be proposed to the Company, that the Company will agree to consider a Potential Transaction, that the terms and conditions of any proposed Potential Transaction will be acceptable to the Company or that a Potential Transaction will be consummated. Each of the Reporting Persons may take such actions with respect to its Shares as it/he/she deems appropriate in light of the circumstances then existing. Depending on market conditions and other
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factors, any one or more of the Reporting Persons may continue to purchase Shares of the Company in brokerage transactions on the New York Stock Exchange or in private transactions, if appropriate opportunities to do so are available, on such terms and at such times as the purchaser considers desirable.
Each of the Reporting Persons intends to review its investment in the Company continuously. Any one or more of the Reporting Persons may seek to increase its/his/her beneficial ownership of Shares without obtaining control of the Company. Any one or more of the Reporting Persons with dispositive power may determine to dispose of all or a portion of the Shares that it now owns or may hereafter acquire. In reaching any conclusion as to the foregoing, each of the Reporting Persons will consider various factors, such as the Companys business and prospects, other developments concerning the Company (including, but not limited to, the attitude of the board of directors and management of the Company), other business opportunities available to each of the Reporting Persons, developments in the business, general economic conditions, the finances of the Reporting Persons and stock market conditions.
Item 5. Interest in Securities of the Issuer.
(a) See response corresponding to row 11 of the cover page of each Reporting Person for the aggregate number of Shares beneficially owned by the Reporting Persons, which is incorporated herein by reference. See response corresponding to row 13 of the cover page of each Reporting Person for the percentage of Shares beneficially owned by each of the Reporting Persons, which is incorporated herein by reference. The Adviser makes decisions as to dispositions of the Shares held in the discretionary accounts of the Adviser Clients (as defined below in Item 6) by means of a committee composed of three of the directors of Adviser. No one officer or director of any of the Reporting Persons, with the exception of Mr. Goodwin, has the ability to direct the disposition of the Shares.
(b) See responses corresponding to rows seven through ten of the cover page of each Reporting Person for the number of Shares as to which that Reporting Person 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 each of the Adviser Clients with respect to the Shares in their respective accounts.
(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 |
|---|---|---|---|---|
| September 4, | ||||
| 2008 | Buy | 9,000 | $ 10.66 | $ 96,246 |
| September 5, | ||||
| 2008 | Buy | 9,000 | $ 10.46 | $ 94,443 |
| September 10, | ||||
| 2008 | Buy | 12,000 | $ 10.64 | $ 128,022 |
| September 11, | ||||
| 2008 | Buy | 5,100 | $ 10.89 | $ 55,712 |
| September 12, | ||||
| 2008 | Buy | 10,000 | $ 10.60 | $ 106,341 |
| September 15, | ||||
| 2008 | Buy | 13,000 | $ 10.44 | $ 136,079 |
| September 16, | ||||
| 2008 | Buy | 6,000 | $ 10.22 | $ 61,524 |
| September 17, | ||||
| 2008 | Buy | 10,000 | $ 9.88 | $ 99,138 |
| September 18, | ||||
| 2008 | Buy | 10,000 | $ 9.66 | $ 96,867 |
| September 19, | ||||
| 2008 | Buy | 15,000 | $ 10.97 | $ 164,973 |
| September 22, | ||||
| 2008 | Buy | 19,000 | $ 10.53 | $ 200,570 |
| September 23, | ||||
| 2008 | Buy | 19,000 | $ 9.97 | $ 189,919 |
| September 24, | ||||
| 2008 | Buy | 19,000 | $ 9.58 | $ 182,560 |
| October 10, | ||||
| 2008 | Sold | -98,100 | $ 4.15 | $ -406,924 |
| October 10, | ||||
| 2008 | Buy | 98,100 | $ 4.38 | $ 432,792 |
| October 13, | ||||
| 2008 | Buy | 9,400 | $ 5.60 | $ 52,910 |
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| Date | Type of Transaction | No. of Shares | Price Per Share | Total Purchase Price |
|---|---|---|---|---|
| October 14, | ||||
| 2008 | Buy | 9,500 | $ 5.60 | $ 53,485 |
| October 15, | ||||
| 2008 | Buy | 19,000 | $ 5.35 | $ 102,219 |
| October 16, | ||||
| 2008 | Buy | 28,500 | $ 5.10 | $ 146,187 |
| October 17, | ||||
| 2008 | Buy | 10,000 | $ 4.97 | $ 50,005 |
| October 20, | ||||
| 2008 | Buy | 14,500 | $ 5.23 | $ 76,240 |
| October 21, | ||||
| 2008 | Buy | 30,000 | $ 5.13 | $ 154,787 |
| October 22, | ||||
| 2008 | Buy | 30,000 | $ 4.68 | $ 141,155 |
| October 23, | ||||
| 2008 | Buy | 30,000 | $ 4.36 | $ 131,615 |
| October 24, | ||||
| 2008 | Buy | 50,000 | $ 4.38 | $ 220,750 |
| October 27, | ||||
| 2008 | Buy | 50,000 | $ 4.19 | $ 210,775 |
| October 28, | ||||
| 2008 | Buy | 54,600 | $ 3.49 | $ 192,404 |
| October 29, | ||||
| 2008 | Buy | 80,000 | $ 3.81 | $ 306,805 |
| October 30, | ||||
| 2008 | Buy | 110,000 | $ 4.21 | $ 465,954 |
During the past 60 days, Adviser effected the following Share transactions for the account of Eagle, each via the New York Stock Exchange:
| Date | Type of Transaction | No. of Shares | Price Per Share | Total Purchase Price |
|---|---|---|---|---|
| September 15, | ||||
| 2008 | Buy | 2,000 | $ 10.44 | $ 20,939 |
| September 19, | ||||
| 2008 | Buy | 5,000 | $ 10.97 | $ 54,994 |
During the past 60 days, Adviser has effected the following Share transactions for the account of Mr. Goodwin, each via the New York Stock Exchange:
| Date | Type of Transaction | No. of Shares | Price Per Share | Total Purchase Price |
|---|---|---|---|---|
| September 4, | ||||
| 2008 | Buy | 5,000 | $ 10.69 | $ 53,472 |
| September 5, | ||||
| 2008 | Buy | 5,000 | $ 10.49 | $ 52,471 |
| September 10, | ||||
| 2008 | Buy | 5,000 | $ 10.67 | $ 53,345 |
| September 12, | ||||
| 2008 | Buy | 4,000 | $ 10.63 | $ 42,539 |
| September 15, | ||||
| 2008 | Buy | 5,000 | $ 10.47 | $ 52,341 |
| September 16, | ||||
| 2008 | Buy | 4,000 | $ 10.25 | $ 41,018 |
| September 17, | ||||
| 2008 | Buy | 5,000 | $ 9.91 | $ 49,571 |
| September 18, | ||||
| 2008 | Buy | 5,000 | $ 9.69 | $ 48,436 |
| October 8, | ||||
| 2008 | Sold | -49,500 | $ 12.29 | $ -608,360 |
During the past 60 days, Ms. Foust has effected the following Share transactions, each via the New York Stock Exchange:
| Date | Type of Transaction | No. of Shares | Price Per Share | Total Purchase Price |
|---|---|---|---|---|
| September 10, | ||||
| 2008 | Buy | 300 | $ 11.03 | $ 3,310 |
| September 22, | ||||
| 2008 | Buy | 100 | $ 10.01 | $ 1,001 |
| October 6, | ||||
| 2008 | Buy | 150 | $ 7.58 | $ 1,137 |
| October 8, | ||||
| 2008 | Buy | 200 | $ 5.81 | $ 1,163 |
To the knowledge of Inland American, Adviser, IREIC, IREC, TIGI, Inland Western, Eagle, TIRETG and MB REIT, respectively, none of their executive officers and directors with the exception of Mr. Goodwin and Ms. Foust has effected any other transactions in Shares of the Company in the last 60 days.
(d) None.
21
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CUSIP No. 379302102
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to the Securities of the Issuer.
The Adviser purchased the Shares for the accounts of its clients, respectively, pursuant to the terms of the clients corresponding Advisory Agreement. The Advisory Agreements provide that Adviser has full discretionary authority with respect to the investment and reinvestment of the assets of the separate accounts that each of Inland American, IREC, Inland Western, Eagle, MB REIT, Mr. Goodwin and Advisers other clients that own Shares (collectively, the Adviser Clients and each individually, an Adviser Client ) maintains with Adviser, subject to certain investment guidelines that the Adviser Clients may provide from time to time. These guidelines take effect generally fifteen days after notice to Adviser. The Advisory Agreements also provide that the Adviser has the power as an Adviser Clients proxy and attorney-in-fact to vote, tender or direct the voting or tendering of all of the assets of the accounts of that Adviser Client. Either party to an Advisory Agreement may terminate that Advisory Agreement upon thirty days written notice. A form of advisory agreement into which Adviser has entered with Inland American and MB REIT, respectively, is attached to this Schedule 13D as Exhibit 7.1. A form of advisory agreement into which Adviser has entered with Inland Western and IREC, respectively, is attached to this Schedule 13D as Exhibit 7.2, and a form of advisory agreement into which each of the other Adviser Clients has entered is attached as Exhibit 7.3 to this Schedule 13D.
Because there is no written or other express agreement between or among Inland American, Inland Western, IREC, MB REIT, any of the other Adviser Clients or Ms. Foust to acquire, hold, vote or dispose of Shares, and because the services provided by investment advisers to clients generally do not create such an agreement between or among that adviser and its clients, the Adviser Clients 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 issuers 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 to 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, finders 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.
Inland American, Adviser, IREIC, IREC, TIGI, Inland Western, Eagle, TIRETG and MB REIT are separate legal entities. IREIC sponsored Inland American, IREC and Inland Western. Adviser is a wholly-owned subsidiary of IREIC, which is a wholly-owned subsidiary of TIGI, of which Mr. Goodwin is a controlling shareholder. Eagle is a wholly-owned subsidiary of TIRETG, which is a wholly-owned subsidiary of TIGI. MB REIT is a controlled subsidiary of Inland American. Some of the Reporting Persons have some common officers and directors; however, the boards of directors of Inland American, Inland Western, and IREC are each comprised of a majority of independent directors. An investment committee comprised of three members of the board of directors of Adviser oversees the overall investment strategy and decisions made with respect to the discretionary accounts that Adviser manages within the respective investment guidelines provided to it by its clients, including Inland American and the other Adviser Clients. Mr. Goodwin, Mr. Robert D. Parks and Ms. Roberta S. Matlin are the members of this investment committee. Mr. Goodwin manages the day-to-day operations of Adviser.
Item 7. Material to be Filed as Exhibits.
| Exhibit Number | Exhibit |
|---|---|
| 7.1 | Form of |
| Investment Advisory Agreement For Discretionary Accounts (No Performance Fee) | |
| 7.2 | Form of |
| Investment Advisory Agreement For Discretionary Accounts (No Performance Fee) | |
| 7.3 | Form of |
| Investment Advisory Agreement For Discretionary Accounts (Performance Fee) | |
| 7.4 | Joint |
| Filing Agreement |
22
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CUSIP No. 379302102
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: October 30, 2008 | INLAND AMERICAN REAL ESTATE TRUST, INC. | | | --- | --- | --- | | | | /s/ Brenda G. Gujral | | | Name: | Brenda G. Gujral | | | Title: | President | | Dated: October 30, 2008 | INLAND INVESTMENT ADVISORS, INC. | | | | | /s/ Roberta S. Matlin | | | Name: | Roberta S. Matlin | | | Title: | President | | Dated: October 30, 2008 | INLAND REAL ESTATE INVESTMENT CORPORATION | | | | | /s/ Roberta S. Matlin | | | Name: | Roberta S. Matlin | | | Title: | Senior Vice President | | Dated: October 30, 2008 | INLAND REAL ESTATE CORPORATION | | | | | /s/ Mark E. Zalatoris | | | Name: | Mark E. Zalatoris | | | Title: | President and Chief Executive Officer | | Dated: October 30, 2008 | THE INLAND GROUP, INC. | | | | | /s/ Daniel L. Goodwin | | | Name: | Daniel L. Goodwin | | | Title: | President | | Dated: October 30, 2008 | INLAND WESTERN RETAIL REAL ESTATE TRUST, INC. | | | | | /s/ Steven P. Grimes | | | Name: | Steven P. Grimes | | | Title: | Chief Operating Officer, Chief Financial Officer | | | | and Treasurer | | Dated: October 30, 2008 | EAGLE FINANCIAL CORP. | | | | | /s/ Daniel L. Goodwin | | | Name: | Daniel L. Goodwin | | | Title: | President |
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CUSIP No. 379302102
| Dated: October 30, 2008 | THE INLAND REAL ESTATE TRANSACTIONS GROUP, INC. | | | --- | --- | --- | | | | /s/ Daniel L. Goodwin | | | Name: | Daniel L. Goodwin | | | Title: | President | | Dated: October 30, 2008 | MINOT BUILDERS (FLORIDA), INC. | | | | | /s/ Roberta S. Matlin | | | Name: | Roberta S. Matlin | | | Title: | Vice President | | Dated: October 30, 2008 | DANIEL L. GOODWIN | | | | | /s/ Daniel L. Goodwin | | Dated: October 30, 2008 | LORI J. FOUST | | | | | /s/ Lori J. Foust |
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CUSIP No. 379302102
General Note Regarding Appendices A I
For purposes of Item 2(c) as it pertains to an executive officer or director of one of the Reporting Persons whose principal employer is Inland Real Estate Investment Corporation ( IREIC ) or The Inland Group, Inc. ( TIGI ), the principal business of each of those corporations 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 Americans 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 Americans investment objectives.
Appendix A
Executive Officers and Directors of Inland American
| 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 | Chief Executive 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 |
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CUSIP No. 379302102
| 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 Americas 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 | |
| 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 boards 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 Inland Real Estate Investment | ||
| Corporation. | 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 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 Inland Real Estate Investment Corporation. | 2901 Butterfield Road Oak Brook, Illinois 60523 United States Citizen |
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CUSIP No. 379302102
Appendix B
Executive Officers and Directors of Adviser
| Names and Titles of Adviser Executive Officers and Directors | Principal Occupation or Employment and Business of Principal Employer | Business or Residence Address; Citizenship |
|---|---|---|
| Brenda G. Gujral, Director and Vice President | Chief Executive Officer, Inland Real Estate Investment Corporation. | 2901 Butterfield Road Oak Brook, Illinois 60523 United States Citizen |
| Roberta S. Matlin, Director and President | Senior Vice President, Inland Real Estate Investment Corporation. | 2901 Butterfield Road Oak Brook, Illinois 60523 United States Citizen |
| Daniel L. Goodwin, Director | Chairman and President, The Inland Group, Inc. | 2901 Butterfield Road Oak Brook, Illinois 60523 United States Citizen |
| Robert D. Parks, Director | Chairman, Inland Real Estate Investment Corporation. | 2901 Butterfield Road Oak Brook, Illinois 60523 United States Citizen |
| Catherine L. Lynch, Treasurer and Secretary | Treasurer and Secretary, Inland Real Estate Investment Corporation. | 2901 Butterfield Road Oak Brook, Illinois 60523 United States Citizen |
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CUSIP No. 379302102
Appendix C
Executive Officers and Directors of IREIC
| Names and Titles of IREIC Executive Officers and Directors | Principal Occupation or Employment and Business of Principal Employer | Business or Residence Address; Citizenship |
|---|---|---|
| Daniel | ||
| L. Goodwin, Director | Chairman | |
| and President, The Inland Group, Inc. | 2901 | |
| Butterfield Road Oak Brook, Illinois 60523 United States Citizen | ||
| Robert | ||
| H. Baum, Director | Vice | |
| Chairman, Executive Vice President and General Counsel of The Inland Group, Inc. | 2901 | |
| Butterfield Road Oak Brook, Illinois 60523 United States Citizen | ||
| Brenda | ||
| G. Gujral, Director & Chief Executive Officer | Chief | |
| Executive Officer, Inland Real Estate Investment Corporation. | 2901 | |
| Butterfield Road Oak Brook, Illinois 60523 United States Citizen | ||
| Roberta | ||
| S. Matlin, Director & Senior Vice President | Senior | |
| Vice President, Inland Real Estate Investment Corporation. | 2901 | |
| Butterfield Road Oak Brook, Illinois 60523 United States Citizen | ||
| Robert | ||
| D. Parks, Director | Chairman, | |
| Inland Real Estate Investment Corporation. | 2901 | |
| Butterfield Road Oak Brook, Illinois 60523 United States Citizen | ||
| Catherine | ||
| L. Lynch, Treasurer and Secretary | Treasurer | |
| and Secretary, Inland Real Estate Investment Corporation. | 2901 | |
| Butterfield Road Oak Brook, Illinois 60523 United States Citizen | ||
| George | ||
| A. Pandaleon, Senior Vice President | Senior | |
| Vice President, Inland Real Estate Investment Corporation. | 2901 | |
| Butterfield Road Oak Brook, Illinois 60523 United States Citizen | ||
| Ulana | ||
| B. Horalewskyj, Senior Vice President | Senior | |
| Vice President, Inland Real Estate Investment Corporation. | 2901 | |
| Butterfield Road Oak Brook, Illinois 60523 United States Citizen | ||
| George | ||
| Adamek, Vice President | Vice | |
| President, Inland Real Estate Investment Corporation. | 2901 | |
| Butterfield Road Oak Brook, Illinois 60523 United States Citizen |
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| Marianne Jones, Vice President | Vice President, Inland Real Estate Investment Corporation. | 2901 Butterfield Road Oak Brook, Illinois 60523 United States Citizen | | --- | --- | --- | | Guadalupe Griffin, Vice President | Vice President, Inland Real Estate Investment Corporation. | 2901 Butterfield Road Oak Brook, Illinois 60523 United States Citizen | | Dawn M. Williams, Vice President-Marketing | Vice President-Marketing, Inland Real Estate Investment Corporation. | 2901 Butterfield Road Oak Brook, Illinois 60523 United States Citizen | | Sandra Perion, Senior Vice President-Operations | Senior Vice President-Operations, Inland Real Estate Investment Corporation. | 2901 Butterfield Road Oak Brook, Illinois 60523 United States Citizen |
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Appendix D
IREC
| Names and Titles of IREC Executive Officers and Directors | Principal Occupation or Employment and Business of Principal Employer | Business or Residence Address; Citizenship |
|---|---|---|
| Roland | ||
| W. Burris, Director | Manager | |
| and chief executive officer of Burris & Lebed Consulting LLC and of | ||
| counsel to the law firm Burris, Wright, Slaughter & Tom, LLC since | ||
| April 2002. | Burris & | |
| Lebed Consulting, LLC 35 East Wacker Drive, Suite 500 Chicago, Illinois 60601 United States Citizen | ||
| Thomas | ||
| DArcy, Chairman | Principal | |
| in Bayside Realty Partners, a private real estate company focused on | ||
| acquisition, renovation and development of land and income producing real | ||
| estate primarily in the New England area. | Bayside | |
| Realty Partners 194 Central St. Saugus, MA 01906 United States Citizen | ||
| Daniel | ||
| L. Goodwin, Director | Chairman | |
| and President, The Inland Group, Inc. | 2901 | |
| Butterfield Road Oak Brook, Illinois 60523 United States Citizen | ||
| Joel | ||
| G. Herter, Director | Senior | |
| consultant of Wolf & Company LLP, certified public accountants. | Wolf & | |
| Company LLP 2100 Clearwater Drive Oak Brook, Illinois 60523 United States Citizen | ||
| Heidi | ||
| N. Lawton, Director | President | |
| of Lawton Realty Group, Inc., a commercial real estate brokerage and | ||
| management firm; responsible for all aspects of its operations, including | ||
| structuring real estate investments, procuring partners or investors, | ||
| acquiring land and properties and obtaining financing for development or | ||
| acquisition. | Lawton | |
| Realty Group, Inc. 2100 Clearwater Drive Oak Brook, Illinois 60523 United States Citizen | ||
| Thomas | ||
| H. McAuley, Director | President | |
| of Inland Capital Markets Group, Inc., an affiliate of The Inland | ||
| Group, Inc. | 2901 | |
| Butterfield Road Oak Brook, Illinois 60523 United States Citizen | ||
| Thomas | ||
| McWilliams, Director | Licensed | |
| real estate broker specializing in the development of retail, office and | ||
| residential properties in the western suburbs of Chicago; also serves as | ||
| president of United Energy Associates, Inc., a full service energy | ||
| management company. | 1014 | |
| Burlington Avenue P. O. Box 3672 Lisle, Illinois 60532 United States Citizen | ||
| Joel | ||
| D. Simmons, Director | Limited | |
| partner of Cohen Financial, a national real estate finance company; focuses | ||
| on structuring and managing capital for commercial real estate transactions. | Cohen | |
| Financial 520 Lake Cook Road, Suite 350 Deerfield, Illinois 60015 United States Citizen | ||
| William | ||
| W. Anderson, Vice President - Transactions | Vice | |
| President - Transactions, Inland Real Estate Corporation. | 2901 | |
| Butterfield Road Oak Brook, Illinois 60523 United States Citizen |
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| Beth Sprecher Brooks, Senior Vice President, Secretary and General Counsel | Senior Vice President, Secretary and General Counsel, Inland Real Estate Corporation. | 2901 Butterfield Road Oak Brook, Illinois 60523 United States Citizen | | --- | --- | --- | | Brett A. Brown, Senior Vice President, Chief Financial Officer and Treasurer | Senior Vice President, Chief Financial Officer and Treasurer, Inland Real Estate Corporation. | 2901 Butterfield Road Oak Brook, Illinois 60523 United States Citizen | | D. Scott Carr, Senior Vice President of Portfolio Management | President of Inland Commercial Property Management, Inc., IRECs property management subsidiary. | 2901 Butterfield Road Oak Brook, Illinois 60523 United States Citizen | | Mark E. Zalatoris, President and Chief Executive Officer | President and Chief Executive Officer, Inland Real Estate Corporation. | 2901 Butterfield Road Oak Brook, Illinois 60523 United States Citizen |
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CUSIP No. 379302102
Appendix E
Executive Officers and Directors of TIGI
| Names and Titles of TIGI Executive Officers and Directors | Principal Occupation or Employment and Business of Principal Employer | Business or Residence Address; Citizenship |
|---|---|---|
| Daniel | ||
| L. Goodwin, Chairman and President | Chairman | |
| and President, The Inland Group, Inc. | 2901 | |
| Butterfield Road Oak Brook, Illinois 60523 United States Citizen | ||
| Robert | ||
| H. Baum Vice Chairman, Executive Vice President and General Counsel | Vice | |
| Chairman, Executive Vice President and General Counsel, The Inland | ||
| Group, Inc. | 2901 | |
| Butterfield Road Oak Brook, Illinois 60523 United States Citizen | ||
| G. | ||
| Joseph Cosenza, Vice Chairman | Vice | |
| Chairman, The Inland Group, Inc.; President, Inland Real Estate | ||
| Acquisitions, Inc. | 2901 | |
| Butterfield Road Oak Brook, Illinois 60523 United States Citizen | ||
| Robert | ||
| D. Parks, Director | Chairman, | |
| Inland Real Estate Investment Corporation. | 2901 | |
| Butterfield Road Oak Brook, Illinois 60523 United States Citizen |
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CUSIP No. 379302102
Appendix F
Executive Officers and Directors of Inland Western
| Names and Titles of Inland Western Executive Officers and Directors | Principal Occupation or Employment and Business of Principal Employer | Business or Residence Address; Citizenship |
|---|---|---|
| Kenneth | ||
| H. Beard, Director | President | |
| and chief executive officer of Midwest Mechanical Group, a mechanical | ||
| construction and service company. | Midwest | |
| Mechanical Group 540 Executive Drive Willowbrook, Illinois 60527 United | ||
| States Citizen | ||
| Frank | ||
| A. Catalano, Jr., Director | President | |
| of Catalano & Associates, a real estate company that includes | ||
| brokerage, property management and rehabilitation and leasing of office | ||
| buildings. | Catalano & | |
| Associates 105 South York Road, | ||
| Suite 200 Elmhurst, Illinois 60126 United | ||
| States Citizen | ||
| Paul | ||
| R. Gauvreau, Director | Retired | |
| chief financial officer, financial vice president and treasurer of Pittway | ||
| Corporation, a New York Stock Exchange listed manufacturer and distributor of | ||
| professional burglar and fire alarm systems and equipment. | 4483 | |
| RFD Long Grove, Illinois 60047 United | ||
| States Citizen | ||
| Gerald | ||
| M. Gorski, Director | Partner | |
| in the law firm of Gorski and Good located in Wheaton, Illinois, practicing | ||
| governmental law. | 211 | |
| S. Wheaton Ave., Suite 305 Wheaton, Illinois 60187 United | ||
| States Citizen | ||
| Brenda | ||
| G. Gujral, Director | Chief | |
| Executive Officer, Inland Real Estate Investment Corporation. | 2901 | |
| Butterfield Road Oak Brook, Illinois 60523 United | ||
| States Citizen | ||
| Richard | ||
| P. Imperiale, Director | President, | |
| Forward Uniplan Advisors, money management firm. | Forward | |
| Uniplan Advisors, Inc. 22939 West Overson Road Union Grove, Wisconsin 53182 United | ||
| States Citizen | ||
| Kenneth | ||
| E. Masick, Director | Partner, | |
| Wolf & Company, LLP, public accounting firm. | Wolf & | |
| Co. 2100 Clearwater Drive Oak Brook, Illinois 60523 United | ||
| States Citizen | ||
| Barbara | ||
| A. Murphy, Director | Chairwoman | |
| of the DuPage Republican Party, member of the Illinois Motor Vehicle | ||
| Review Board and a member of the Matrimonial Fee Arbitration Board. | 850 | |
| Saddlewood Glen Ellyn, Illinois 60137 United | ||
| States Citizen |
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CUSIP No. 379302102
| Niall J. Byrne, Vice President | Vice President, Inland Western Retail Real Estate Trust, Inc. | 2901 Butterfield Road Oak Brook, Illinois 60523 United States Citizen | | --- | --- | --- | | Shane C. Garrison, Chief Investment Officer | Chief Investment Officer, Inland Western Retail Real Estate Trust, Inc. | 2901 Butterfield Road Oak Brook, Illinois 60523 United States Citizen | | Steven P. Grimes, Chief Operating Officer, Chief Financial Officer and Treasurer | Chief Operating Officer, Chief Financial Officer and Treasurer, Inland Western Retail Real Estate Trust, Inc. | 2901 Butterfield Road Oak Brook, Illinois 60523 United States Citizen | | Dennis Holland, General Counsel and Secretary | General Counsel and Secretary, Inland Western Retail Real Estate Trust, Inc. | 2901 Butterfield Road Oak Brook, Illinois 60523 United States Citizen | | James Kleifges, Chief Accounting Officer | Chief Accounting Officer, Inland Western Retail Real Estate Trust, Inc. | 2901 Butterfield Road Oak Brook, Illinois 60523 United States Citizen | | Michael J. OHanlon, President and Chief Executive Officer | President and Chief Executive Officer, Inland Western Retail Real Estate Trust, Inc. | 2901 Butterfield Road Oak Brook, Illinois 60523 United States Citizen | | Robert D. Parks, Chairman and Director | Chairman, Inland Real Estate Investment Corporation. | 2901 Butterfield Road Oak Brook, Illinois 60523 United States Citizen |
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CUSIP No. 379302102
Appendix G
Executive Officers and Directors of Eagle
| Names and Titles of Eagle Executive Officers and Directors | Principal Occupation or Employment and Business of Principal Employer | Business or Residence Address; Citizenship |
|---|---|---|
| Daniel | ||
| L. Goodwin, President and Director | Chairman | |
| and President, The Inland Group, Inc. | 2901 | |
| Butterfield Road Oak Brook, Illinois 60523 United | ||
| States Citizen | ||
| Kiran | ||
| C. Joshi, Director and Vice President | Director | |
| and Vice President, Inland Real Estate Acquisitions, Inc. | 2901 | |
| Butterfield Road Oak Brook, Illinois 60523 United | ||
| States Citizen | ||
| Alan | ||
| F. Kremin, Director, Treasurer and Secretary | Director, | |
| Chief Financial Officer, Treasurer and Secretary, The Inland Real Estate | ||
| Transactions Group, Inc. | 2901 | |
| Butterfield Road Oak Brook, Illinois 60523 United | ||
| States Citizen |
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CUSIP No. 379302102
Appendix H
Executive Officers and Directors of TIRETG
| Names and Titles of TIRETG Executive Officers and Directors | Principal Occupation or Employment and Business of Principal Employer | Business or Residence Address; Citizenship |
|---|---|---|
| Daniel | ||
| L. Goodwin, President and Director | Chairman | |
| and President, The Inland Group, Inc. | 2901 | |
| Butterfield Road Oak Brook, Illinois 60523 United | ||
| States Citizen | ||
| Robert | ||
| H. Baum, Director and Vice President | Vice | |
| Chairman, Executive Vice President and General Counsel, The Inland | ||
| Group, Inc. | 2901 | |
| Butterfield Road Oak Brook, Illinois 60523 United | ||
| States Citizen | ||
| Alan | ||
| F. Kremin, Director, Chief Financial Officer, Treasurer and Secretary | Director, | |
| Chief Financial Officer, Treasurer and Secretary, The Inland Real Estate | ||
| Transactions Group, Inc. | 2901 | |
| Butterfield Road Oak Brook, Illinois 60523 United | ||
| States Citizen |
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CUSIP No. 379302102
Appendix I
Executive Officers and Directors of MB REIT
| Names and Titles of MB REIT Executive Officers and Directors | Principal Occupation or Employment and Business of Principal Employer | Business or Residence Address; Citizenship |
|---|---|---|
| Lori | ||
| Foust, Director and Treasurer | 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 | ||
| Brenda | ||
| G. Gujral, Director and President | President | |
| and Chief Operating Officer, Inland Real Estate Investment Corporation. | 2901 | |
| Butterfield Road Oak Brook, Illinois 60523 United | ||
| States Citizen | ||
| J. | ||
| Eric McKinney, Director | Executive, | |
| the Minto Group Inc. | 300-427 | |
| Laurier Avenue West, Ottawa, Ontario, Canada Canadian | ||
| Citizen | ||
| Robert | ||
| D. Parks, Director | Chairman, | |
| Inland Real Estate Investment Corporation. | 2901 | |
| Butterfield Road Oak Brook, Illinois 60523 United | ||
| States Citizen | ||
| Greg | ||
| Rogers, Director | Executive | |
| Vice-President, Minto Commercial Inc. | Minto | |
| Commercial Inc. 427 Laurier Avenue West, Suite 1010 Ottawa, Ontario K1R 7Y2, Canada Canadian Citizen | ||
| Roberta | ||
| S. Matlin, Vice President | Senior | |
| Vice President, Inland Real Estate Investment Corporation. | 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 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 |
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