0000897101-09-001385.txt : 20090709
<sec-header>0000897101-09-001385.hdr.sgml : 20090709
<acceptance-datetime>20090709153543
ACCESSION NUMBER: 0000897101-09-001385
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20090709
DATE AS OF CHANGE: 20090709
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: AMERICAN STRATEGIC INCOME PORTFOLIO INC
CENTRAL INDEX KEY: 0000878930
IRS NUMBER: 411705401
STATE OF INCORPORATION: MN
FISCAL YEAR END: 0831
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-47755
FILM NUMBER: 09937093
BUSINESS ADDRESS:
STREET 1: 800 NICOLLET AVE
STREET 2: BC-MN-H05O
CITY: MINNEAPOLIS
STATE: MN
ZIP: 55402
BUSINESS PHONE: 6123033381
MAIL ADDRESS:
STREET 1: 800 NICOLLET AVE
STREET 2: BC-MN-H05O
CITY: MINNEAPOLIS
STATE: MN
ZIP: 55402
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: SIT INVESTMENT ASSOCIATES INC
CENTRAL INDEX KEY: 0000769317
IRS NUMBER: 411404829
STATE OF INCORPORATION: MN
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: 3300 IDS CENTER
STREET 2: 80 SOUTH EIGHTH STREET
CITY: MINNEAPOLIS
STATE: MN
ZIP: 55402
BUSINESS PHONE: 6123323223
MAIL ADDRESS:
STREET 1: 3300 IDS CENTER
STREET 2: 80 SOUTH EIGHTH STREET
CITY: MINNEAPOLIS
STATE: MN
ZIP: 55402
</acceptance-datetime></sec-header>
<document>
<type>SC 13D/A
</type><sequence>1
</sequence><filename>sit093114_13da.txt
</filename><description>AMENDMENT NO. 37 TO SCHEDULE 13D
<text>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 37)
American Strategic Income Portfolio, Inc.
( ASP )
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
030098107
- --------------------------------------------------------------------------------
(CUSIP Number)
Paul E. Rasmussen
3300 IDS Center
80 South Eighth Street
Minneapolis, MN 55402-4130
- --------------------------------------------------------------------------------
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 7, 2009
- --------------------------------------------------------------------------------
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) 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 an 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).
<page>
CUSIP No. 030098107
- - -----------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Sit Investment Associates, Inc. IRS Identification No. 41-1404829
See Exhibit 1 for schedule of affiliated entities.
- - -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) [ ]
(b) [x]
- - -----------------------------------------------------------------------------
3 SEC USE ONLY
- - -----------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO Cash deposited in investment accounts regarding which Sit Investment
Associates, Inc. and Sit Investment Fixed Income Advisors, Inc. have
investment discretion.
- - -----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- - -----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Incorporated in Minnesota
- - -----------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 2,128,763 Shares
SHARES -----------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH -----------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH 2,128,763 Shares
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
- - -----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
2,128,763 Shares
- - -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See instructions) [ ]
- - -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.31%
- - -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See instructions)
IA
- - -----------------------------------------------------------------------------
</page><page>
ITEM 1 Security and Issuer
Common Stock
American Strategic Income Portfolio, Inc.
c/o Julie Kuck
U.S. Bancorp Asset Management
800 Nicollet Mall, BC-MN-H04N
Minneapolis, MN 55402
ITEM 2 Identity and Background
a) Sit Investment Associates, Inc.
Roger Jerome Sit, Chairman, President, CEO and Global CIO
Michael Clinton Brilley, Sr. VP and Sr. Fixed Income Officer
Paul E. Rasmussen, Vice President, Secretary
Frederick Richard Adler, Director
William E. Frenzel, Director
Ralph Strangis, Director
b) Incorporated in the State of Minnesota
3300 IDS Center, 80 South Eighth Street,
Minneapolis, MN 55402
c) Investment Management
d) None of the individuals listed above or Sit Investment
Associates,Inc. has been convicted during the last 5 years of
any criminal proceeding (excluding traffic violations).
e) During the last five years none of the individuals listed
above or Sit Investment Associates, Inc. has been a party to a
civil proceeding as a result of which any of them is subject
to a judgment, decree, or final order enjoining future
violations of or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation
with respect to such laws.
f) Each of the individuals listed above is a United States
citizen.
ITEM 3 Source and Amount of Funds or Other Considerations
00 Cash deposited in investment accounts regarding which Sit
Investment Associates, Inc. its subsidiaries, Sit Investment Fixed
Income Advisors, Inc. and Sit Fixed Income Advisors II, LLC
(together "SIA") have investment discretion.
ITEM 4 Purpose of Transaction
Shares of the Issuer have been acquired and sold over a period of
time beginning March 11, 1996, and since the filing of the
previous amendments to this Schedule 13D, in the ordinary course
of business as an investment manager for investment purposes.
The shares of the Issuer have been trading at a significant
discount to net asset value during the past several years. SIA has
determined that it is in the best interests of certain of its
clients to pursue with the Issuer changes in the Issuer's
practices or policies that, if adopted, would tend to reduce or
eliminate the discount at which the shares of the Issuer will
trade in the future.
SIA otherwise does not seek to influence or control the management
of the Issuer. SIA will continue to acquire and sell shares of the
Issuer on behalf of its clients for investment purposes in the
ordinary course of business and will vote such additionally
acquired shares in favor of any proposal submitted to shareholders
that satisfactorily meets the objectives described above.
Practices that SIA has discussed with management of the Issuer
that, if adopted, may reduce or eliminate the discount at which
the shares of the Issuer will trade in the future include: a.)
investment strategies that may increase the Issuer's income and
maintain an investment grade quality rating such as utilizing
equity based leverage; investing in shares of closed-end funds
with high returns and investment objectives similar to the
Issuer's, including funds affiliated with the Issuer; and
utilizing repurchase agreements on agency mortgage securities; b.)
policies to re-purchase the Issuer's shares such as authorizing a
tender offer; and c.) adoption of a distribution policy that
provides for including in dividends the Issuer's principal
repayments in addition to interest and other income and capital
gains (if any), which, if adopted, would constitute a return of
capital. SIA has also discussed the ability of a closed-end fund
to initiate a rights offering.
SIA sent a letter to the management of the Issuer dated January
28, 1998 proposing changes to the Issuer's practices (the letter
was attached as an exhibit to Schedule 13D filed on February 28,
1998). On March 18, 1998 the management of the Issuer announced
that it intended to recommend to the Issuer's board of directors
that the board authorize new discretionary repurchase offers
during December 1999 and December 2001. The Issuer repurchased 10%
of its shares at net asset value in December 1999, and did not
offer to repurchase shares in December 2001.
On July 7, 2009, SIA sent a letter to management of the Issuer
requesting the adoption of a distribution policy that would
include in the periodic distributions to the Issuer's shareholders
the principal payments received on the Issuer's mortgage related
investments. SIA requested that if management does not adopt such
a distribution policy that a proposal to adopt such a policy be
included in the proxy statement for consideration at the next
annual meeting by the Issuer's shareholders (the letter is
attached as an exhibit to this Schedule 13D filed on July 9,
2009).
</page><page>
ITEM 5 Interest in Securities of the Issuer
a) As of July 8, 2009, SIA and its affiliates own 2,128,763 shares
which represents 50.31% of the outstanding Shares. None of the
executive officers or directors of SIA owns any other shares.
<table>
<caption>
Entity Shares Percentage
---------------- --------- ---------
</caption><s> </s><c> </c><c>
SIA (client accounts) 2,122,060 50.15%
Sit Balanced Fund 6,703 0.16%
-------- -------
Total Owned by SIA and Affiliated Entities 2,128,763 50.31%
</c></table>
b) SIA has the sole power to vote and dispose of all of such shares.
c) Shares have been sold and acquired since October 23, 2008 as
previously reported. Transactions (all open market
transactions) effected since October 23, 2008 ranged in price
from $6.36 to $9.88.
d) Client accounts have the right to receive all dividends from and any
proceeds from the sale of the shares. None of the client accounts
owns more than 5% of the shares outstanding.
e) Not applicable
ITEM 6 Contracts, Arrangements, Understandings, or Relationships with Respect
to Securities of the Issuer
SIA has entered into investment management agreements with each of
its clients pursuant to which SIA has assumed the responsibility
to vote on behalf of its clients all shares held by its clients in
portfolios managed by SIA.
ITEM 7 Materials to be Filed as Exhibits
As indicated in Item 4 above, SIA has acquired and sold the
Issuer's shares over a period of time in the ordinary course of
business as an investment manager for investment purposes. SIA has
discussed practices with management of the Issuer that may reduce
or eliminate the discount at which the shares of the Issuer will
trade in the future. Accordingly, SIA sent a letter to the Fund on
July 7, 2009. A copy of the letter is attached as Exhibit 2.
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.
- ------------------
July 9, 2009
Sit Investment Associates, Inc.
By: /s/ Paul E. Rasmussen
-----------------------------------
Name/Title: Paul E. Rasmussen, Vice President
</page><page>
EXHIBIT 1
The Reporting Person.
Sit Investment Associates, Inc. is an investment adviser registered
under section 203 of the Investment Advisers Act of 1940 ("Advisers Act").
Sit Investment Associates, Inc.'s two subsidiaries, Sit Investment Fixed Income
Advisors, Inc. and Sit Fixed Income Advisors II, LLC are each registered
investment advisers under section 203 of the Advisers Act.
Sit Investment Associates, Inc. is the investment adviser for twelve no-load,
open-end mutual funds (the "Funds") which are comprised of five registered
investment companies, two of that consist of series funds as listed below. SIA
has the voting power and dispositive power for all securities held in SIA client
accounts and the following twelve mutual funds.
1) Sit Mid Cap Growth Fund, Inc.
2) Sit Large Cap Growth Fund, Inc.
3) Sit U.S. Government Securities Fund, Inc.
Sit Mutual Funds, Inc.
4) Sit International Growth Fund (series A)
5) Sit Balanced Fund (series B)
6) Sit Developing Markets Growth Fund (series C)
7) Sit Small Cap Growth fund (series D)
8) Sit Dividend Growth Fund (Series G)
9) Sit Global Dividend Growth Fund (Series H)
Sit Mutual Funds II, Inc.
10) Sit Tax-Free Income Fund (series A)
11) Sit Minnesota Tax-Free Income Fund (series B)
12) Sit High Income Municipal Bond Fund (series D)
Out of the affiliated entities indicated above, only SIA (client accounts),
and Sit Balanced Fund beneficially owned shares of the American Strategic Income
Portfolio Inc. common stock as of July 8, 2009.
</page><page>
EXHIBIT 2
Letter to the Fund
Transmitted July 7, 2009
HAND DELIVERED
July 7, 2009
Virginia L. Stringer, Chairperson of the Board
Thomas S. Schreier, President
American Strategic Income Portfolio Inc. I
American Strategic Income Portfolio Inc. II
American Strategic Income Portfolio Inc. III
American Select Portfolio Inc.
FAF Advisors, Inc.
800 Nicollet Mall
Minneapolis, MN 55402
Re: American Strategic Income Portfolios I, II and III and American Select
Portfolios ("Funds") - Shareholder Proposal re Dividend Plan
Dear Ms. Stringer and Mr. Schreier:
As you know, we manage accounts that are invested in the above
referenced Funds. In the aggregate, our accounts currently hold from 31 to 51
percent of the outstanding shares of the Funds. These shares have been purchased
from time to time beginning March 11, 1996.
As you are also aware, the Funds trade at significant discounts to both
their reported net asset values ("NAV") and their par values. Over the past
years, we have informally discussed with you and others at FAF Advisors
practices or policies that, if adopted, would tend to reduce or eliminate the
discount at which the shares of the Funds will trade in the future. Most
recently, one such policy we discussed is a distribution policy that would
require the Funds to make periodic distributions of the principal payments
received on the Funds' mortgage related investments. We estimate that, based on
the discounts shown in the following table, such a distribution policy would
allow the Funds' shareholders to realize gains of up to 27 to 33 percent for
this portion of the Funds' portfolios. The following table is based on the
Funds' holdings as of February 28, 2009 and market prices as of June 19, 2009.
ASP BSP CSP SLA
------ ------ ------ ------
NAV Discount To Par Value -8.4% -7.5% -6.9% -6.0%
Market Value Discount To NAV -17.6% -15.6% -15.8% -17.6%
Market Value Discount to Par Value -24.5% -21.9% -21.6% -22.5%
Par Distribution Total Return Potential 32.3% 28.0% 27.5% 29.1%
To illustrate the significance of the potential gains, the following
table sets forth estimated values for the American Strategic Income Portfolio
Inc. ("ASP") based on the Fund's holdings as of February 28, 2009 and market
prices as of June 19, 2009.
(million)
Par Value of Mortgage Related Investments $53.7
Net Asset Value of Mortgage Related Investments 49.2
Market Value of Mortgage Related Investments 40.6
Excess of NAV Over Market Value 8.6 21.2%
Excess of Par Over Shareholder Market Value 13.1 32.3%
We write now to formally present a specific proposal to the officers
and directors of the Funds. We request that the Funds adopt a distribution
policy that would include in the periodic distributions to the Funds'
shareholders the principal payments received on the Funds' mortgage related
investments. We would be willing to discuss limiting the amount of such
principal payments to be distributed, for example, such distributions could end
upon the earlier of: i.) the distribution of 30 percent of the current par value
of such investments, ii.) at such time as the discount to NAV at which the
shares of the Funds trade is less than five percent for a period of at least six
months or iii.) at such time as the NAV exceeds the par value for a period of at
least six months.
We ask that this letter be given to each director of each of the Funds
and that the boards of each of the Funds consider the matter at an early date.
If not adopted, we ask that this proposal be included in the proxy statement for
the upcoming annual meeting for consideration by the Funds' respective
shareholders. We understand that shareholder proposals for the next annual
meeting of the Funds must be submitted by July 8, 2009 and believe that this
letter satisfies the requirements set forth in Rule 14a-8 under the Securities
Exchange Act of 1934 regarding the submission of shareholder proposals. Please
notify us immediately if you need any further information or if you believe
there are any deficiencies in this notice letter.
As of June 19, 2009 we manage accounts which in the aggregate hold
approximately the following positions in the Funds:
% of Fund
Number of shares
Shares outstanding
--------- -----------
American Strategic Income Portfolios I (ASP) 2,137,063 50.51
American Strategic Income Portfolios II (BSP) 7,040,358 44.04
American Strategic Income Portfolios III (CSP) 6,659,419 31.18
American Select Portfolios (SLA) 3,727,290 34.96
We believe that the adoption of such a proposal is in the shareholders'
best interest, and offers superior benefits compared to the Funds' current
policies. The adoption of such a distribution policy offers an opportunity for
the Funds' shareholders to realize gains of 27 to 33 percent as discussed above,
the potential for narrowing the present discounts between NAV and market price
and between par and market price, and increased liquidity for shareholders.
Because the Funds' respective NAVs are below par value, including in
distributions a portion of principal payments is preferable to redeeming the
Funds' shares at their NAV. The adoption of such a distribution policy will also
demonstrate to the market the board's commitment to enhance shareholder value.
For these reasons, we believe that this proposal would meet with overwhelming
approval by the Funds' shareholders.
We are aware that this proposal may be viewed by the Funds' investment
adviser to be contrary to the adviser's interests. To the extent that principal
repayments are distributed to the Funds' shareholders, assets under management
are reduced, reducing the investment adviser's asset based revenues. We believe
that limiting the distribution of principal payments likewise limits the extent
to which assets under management will be reduced. Additionally, policies such as
a dividend reinvestment plan and a rights offering if also adopted may mitigate
the reduction in the assets managed. Nevertheless, we urge the board to be
mindful of its fiduciary responsibilities to the Funds' shareholders, and those
responsibilities take precedence over the investment adviser's interests.
In the absence of satisfactory action by the Funds' board, we request
this matter be submitted to the shareholders for their consideration at the next
annual meeting. If this proposal is to be submitted to the Funds' shareholders,
it must be accompanied by appropriate disclosures. These include disclosure that
distributions that include principal repayments constitute a return of capital
and, therefore, are not to be viewed as the yield on their investment. Also,
shareholders should be advised that, under section 19(a) of the Investment
Company Act, they will regularly be given information that will enable them to
distinguish between the portion of distributions attributable to investment
income and the portion attributable to return of capital and that each Fund will
provide stockholders with adequate disclosure to clearly inform stockholders of
the nature of each distribution they receive.
If this proposal is to be submitted to the Funds' shareholders, we ask
to be advised whether you intend to oppose this request. If you intend to oppose
this proposal and if you intend to include the proposal in the proxy statements
for the annual shareholders meetings for the Funds, then pursuant to Minn. Stat.
ss. 302A.461, subd. 4(c) we hereby request that we, and our counsel or other
designated representatives, be permitted to inspect the shareholder register of
each of the Funds. The purpose for which we seek the share register is to
determine the identity and holdings of the shareholders of the Funds so that we
may contact them or solicit their proxies in support of the above-referenced
proposal, which is a proper purpose as required under Minn. Stat. ss.
302A.461(d).
We are available to discuss this matter with you at your earliest
convenience.
Very truly yours,
/s/ Michael C. Brilley
Michael C. Brilley
Senior Vice President
State of Minnesota
County of Hennepin
This instrument was acknowledged before me on July 7 , 2009 by Michael C.
Brilley, as Senior Vice President Sit Investment Associates, Inc.
/s/ Kelly K. Boston (Signature of notarial officer)
- ------------------------------------
My commission expires: Jan. 31, 2010
--------------
</page></text>
</description></document>
News Feed