0000897101-09-001845.txt : 20090911
<sec-header>0000897101-09-001845.hdr.sgml : 20090911
<acceptance-datetime>20090911153609
ACCESSION NUMBER: 0000897101-09-001845
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20090911
DATE AS OF CHANGE: 20090911
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: 091065277
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>sit094104asp_13da.txt
</filename><description>AMENDMENT NO. 38 TO SCHEDULE 13D
<text>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 38)
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)
September 10, 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 2,085,697 Shares
SHARES -----------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH -----------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH 2,085,697 Shares
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
2,085,697 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)
49.30%
- --------------------------------------------------------------------------------
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 was
attached as an exhibit to Schedule 13D filed on July 9, 2009).
</page><page>
ITEM 5 Interest in Securities of the Issuer
a) As of September 10, 2009, SIA and its affiliates own 2,085,697
shares which represents 49.30% 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) 2,078,994 49.14%
Sit Balanced Fund 6,703 0.16%
--------- ------
Total Owned by SIA and Affiliated Entities 2,085,697 49.30%
</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 July 9, 2009 as
previously reported. Transactions (all open market
transactions) effected since July 9, 2009 ranged in price from
$9.75 to $10.75.
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
Not applicable.
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.
- ------------------
September 11, 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 September 10, 2009.
</page></text>
</description></document>
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