Feldman Mall Properties, Inc. - Amended Statement of Beneficial Ownership (SC 13D/A)
23 April 2008 - 8:01PM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
Feldman Mall Properties, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
(CUSIP Number)
James
W. Sight
8500 College Boulevard
Overland Park, Kansas
66210
(913) 362-9133
with a copy to:
Jefferson D.
Dillon, Esq.
Shughart, Thomson & Kilroy, P.C.
120 W.
12
th
Street, Suite 1800
Kansas City, Missouri 64105
(816) 374-0525
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(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 persons 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.
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314308107
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Page
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2
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of
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5
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1
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NAMES OF REPORTING PERSONS
I.R.S. Identification Nos. of above persons (entities only).
James W. Sight
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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PF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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7
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SOLE VOTING POWER
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NUMBER OF
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880,500
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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880,500
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WITH
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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880,500
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.76%
*Based on 13,018,831 shares outstanding
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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Page 3 of 5
*This Amendment No. 2 amends Schedule 13Ds originally filed by James W. Sight on November 15, 2007
and March 4, 2008.
Item 1. Security and Issuer
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(a)
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Security:
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Common Stock, $.01 par value per share (the Shares)
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(b)
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Name of Issuer:
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Feldman Mall Properties, Inc. (the Company)
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(b)
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Address of Issuers Principal Executive Offices:
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1010 Northern Blvd., Suite 314, Great Neck, N.Y. 11021
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Item 2. Identity and Background
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(a)
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Name of Person Filing:
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James W. Sight (Sight)
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(b)
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Residence or Business Address:
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8500 College Blvd., Overland Park, Kansas 66210
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(c)
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Sights principal occupation is a securities trader and his business address is listed in
Item 2(b) above which is incorporated herein by this reference.
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(d)
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Sight has not been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) during the last five years.
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(e)
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Sight was not a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction during the last five years.
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(f)
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Citizenship:
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United States of America
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Item 3. Source and Amount of Funds or Other Consideration
N/A
Item 4. Purpose of Transaction
Sight is amending the original Schedule 13D filed November 15, 2007 and amended March 4, 2008,
because of the continuing underperformance of the Company. Sight has made the decision to put
forth a slate of nominees for the Board of Directors of the Company.
Page 4 of 5
The performance of the Company is well documented and the current Board does not appear
capable of doing anything to enhance shareholder value.
Sight has made attempts to work out a compromise to put significant experienced shareholders
on the Board and this Boards response is to look at outside people, who like themselves own little
or no stock. Sight has asked for a shareholders list which was denied, based on a self-serving
technicality.
Sight believes it outrageous in todays world that a company which has been mismanaged so
blatantly, would ignore and stifle shareholder attempts to help turn things around.
Therefor Sight intends to submit a slate of directors for election at the 2008 Annual Meeting.
Item 5. Interest in Securities of Issuer
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(a)
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See response corresponding to Row 11 of the Cover Page for the aggregate number of Shares
beneficially owned by Sight, which is incorporated herein by reference. See response corresponding
to Row 13 of the Cover Page for the percentage of Shares owned by Sight, which is incorporated
herein by reference.
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(b)
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See response corresponding to Rows 7-10 of the Cover Page for the number of shares as to
which Sight 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 or to direct the disposition, and shared power to dispose
or to direct the disposition, which responses are incorporated herein by reference.
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(c)
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During the last 60-day period, Sight has not effected the following Share transactions via
the New York Stock Exchange:
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Date of Acquisition
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No. of Shares
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Price Per Share
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4/17/08
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30,500
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$2.17
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(d)
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No person is known to have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, such securities.
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(e)
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N/A
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer
N/A
Item 7. Material to Be Filed as Exhibits
N/A
Page 5 of 5
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.
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April 22, 2008
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Date
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/s/ James W. Sight
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Signature
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James W. Sight
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Name/Title
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