<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No 1 )
American Strategic Income Portfolio III, Inc.
( CSP )
- - -----------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- - -----------------------------------------------------------------------------
(Title of Class of Securities)
03009T101
- - -----------------------------------------------------------------------------
(CUSIP Number)
Paul E. Rasmussen
4600 Norwest Center
90 South Seventh Street
Minneapolis, MN 55402-4130
- - -----------------------------------------------------------------------------
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 4, 1999
- - -----------------------------------------------------------------------------
(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. [ x ]
* 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).
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays a
currently valid OMB control number.
Page 1 of 5
<PAGE>
CUSIP No. 03009T101
- - -----------------------------------------------------------------------------
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 2,752,480 Shares
SHARES ---------------- -----------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH -----------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH 2,752,480 Shares
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
- - -----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
2,752,480 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)
11.45%
- - -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See instructions)
IA
- - -----------------------------------------------------------------------------
Page 2 of 5
<PAGE>
ITEM 1 Security and Issuer
Common Stock
American Strategic Income Portfolio, Inc. III
601 Second Avenue South
Minneapolis, MN 55402
ITEM 2 Identity and Background
a) Sit Investment Associates, Inc. ("SIA")
Eugene C. Sit, Chairman, CEO, and Chief Investment Officer
Peter Lewis Mitchelson, President, Senior Investment Officer, and
Director
Michael Clinton Brilley, Sr. VP and Sr. Fixed Income Officer
Roger Jerome Sit, Executive VP - Research & Investment Mgt.
Paul E. Rasmussen, Vice President, Secretary
Frederick Richard Adler, Director
Norman Bud Grossman, Director
b) Incorporated in the State of Minnesota
4600 Norwest Center, 90 South Seventh Street, Minneapolis, MN 55402
c) Investment Management
d) None of the individuals listed above or SIA 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
SIA 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
Cash deposited in investment accounts regarding which Sit Investment
Associates, Inc. and Sit Investment Fixed Income Advisors, Inc have
investment discretion.
ITEM 4 Purpose of Transaction
Shares of the Issuer have been acquired over a period of time
beginning March 11, 1996 in the ordinary course of business as an
investment manager for investment purposes.
Sit Investment Associates, Inc. ("SIA") and its subsidiary, Sit
Investment Fixed Income Advisers, Inc. ("SIFIA"), have determined
that it is in the best interests of certain of their clients to
pursue with the Issuer changes in the Issuer's practices that,
if adopted, would provide a limited opportunity to shareholders
of the Issuer to redeem their shares at net asset value. The shares
have been trading at a significant discount to net asset value during
the past several years.
SIA sent a letter to the management of the Issuer dated January 28,
1998 proposing changes to the Issuers 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. In addition, the management proposed that
the fund adopt an open-market repurchase program.
On November 23, 1998 the Issuer filed an exemptive order application
with the Securities and Exchange Commission seeking relief witch
would permit the Issuer to make conditional periodic repurchase
offers outside the terms of Rule 23c-3 of the Investment Company act
of 1940, as amended. The exemptive order request was rejected by the
SEC on February 18, 1999.
SIA and SIFIA seek only to obtain the adoption of policies regarding
share repurchases. SIA and SIFIA otherwise do not seek to influence
or control the Issuer.
SIA and SIFIA will continue to acquire 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 discussed above.
Page 3 of 5
<PAGE>
ITEM 5 Interest in Securities of the Issuer
a) As of June 4, 1999, Sit Investment Associates, Inc.
("SIA") and its affiliates own 2,752,480 shares which represents
11.45% of the outstanding Shares. None of the executive officers
or directors of SIA owns any other shares.
<TABLE>
<CAPTION>
Entity Shares Percentage
---------------- --------- ---------
<S> <C> <C>
SIA (client accounts) 2,739,202 11.40%
Sit Bond Fund 10.309 0.04%
Sit Balanced Fund 2,969 0.01%
-------- -------
Total Owned by SIA and Affiliated Entities 2,752,480 11.45%
</TABLE>
b) SIA has the sole power to vote and dispose of all of such shares
c) Shares have been acquired since March 11, 1996 as previously
reported. Transactions effected during the past sixty days
include (all open market transactions):
<TABLE>
<CAPTION>
PRICE/
Date Trans. SHARES SHARE
------ ------ ------ -----
<S> <C> <C> <C>
4/8/99 Bought 29,800 11.500
4/9/99 Bought 9,000 11.500
4/13/99 Bought 10,000 11.500
4/14/99 Bought 6,100 11.500
4/26/99 Bought 6,400 11.500
4/27/99 Bought 42,700 11.500
4/28/99 Bought 10,500 11.500
4/29/99 Bought 35,400 11.500
4/30/99 Bought 35,000 11.500
5/3/99 Bought 18,500 11.500
5/4/99 Bought 3,100 11.500
6/3/99 Bought 5,000 11.500
</TABLE>
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
Sit Investment Associates, Inc. or its affiliates has entered into
investment management agreements with each of its clients pursuant to
which Sit Investment Associates, Inc. or its affiliate has assumed
the responsibility to vote on behalf of its clients all shares held
by its clients in portfolios managed by Sit Investment Associates,
Inc. and affiliates.
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.
- ------------------
June 8, 1999
Sit Investment Associates, Inc.
By: /s/ Paul E. Rasmussen
-----------------------------------
Name/Title: Paul E. Rasmussen, Vice President
Page 4 of 5
<PAGE>
EXHIBIT 1
The Reporting Person.
Sit Investment Associates, Inc. ("SIA") is an Investment Adviser registered
under section 203 of the Investment Advisers Act of 1940.
SIA has four subsidiaries, each of which are registered Investment Advisers:
Sit Investment Fixed Income Advisers ("SIFIA")
Sit/Kim International Investment Associates, Inc. ("SKI")
Sit Fixed Income Advisors II, LLC
Sit/Kim International Investment Associates II, LLC
SIA is the Investment Advisor for thirteen mutual funds (the "Funds") which
are comprised of six 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 thirteen
mutual funds.
1) Sit Mid Cap Growth Fund, Inc.
2) Sit Large Cap Growth Fund, Inc.
3) Sit U.S. Government Securities Fund, Inc.
4) Sit Money Market Fund, Inc.
Sit Mutual Funds, Inc.
5) Sit International Growth Fund (series A)
6) Sit Balanced Fund (series B)
7) Sit Developing Markets Growth Fund (series C)
8) Sit Small Cap Growth fund (series D)
9) Sit Science and Technology Growth Fund (Series E)
10) Sit Regional Growth Fund (Series F)
Sit Mutual Funds II, Inc.
11) Sit Tax-Free Income Fund (series A)
12) Sit Minnesota Tax-Free Income Fund (series B)
13) Sit Bond Fund (series C)
Out of the affiliated entities indicated above, only SIA (client accounts),
SIFIA (client accounts), Sit Bond Fund, Inc. and Sit Balanced Fund
beneficially owned shares of the American Strategic Income Portfolio
Inc. - III common stock as of June 4, 1999.
Page 5 of 5
