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UNITED STATES Page 1 of 7 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
HGI Realty, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
404187106
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(CUSIP Number)
Bryan J. Tomasek, Esq.
Arnold & Porter
555 Twelfth Street, N.W.
Washington, D.C. 20004-1202
(202) 942-5080
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 10, 1996
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(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 Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.))
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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. 404187106 13D Page 2 of 7 Pages
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<TABLE>
<S> <C> <C> <C>
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alan Glen
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2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP/*/
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS/*/
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(c)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF
SHARES 1,143,902 (1)
BENEFICIALLY ------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 91,792 (2)
PERSON ------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
1,143,902 (1)
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10 SHARED DISPOSITIVE POWER
91,792 (2)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,235,694
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES/*/ [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
6.9% (3)
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14 TYPE OF REPORTING PERSON/*/
IN
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</TABLE>
(1) Includes 403,173 shares of common stock owned directly by the Reporting
Person and 11,072 shares of common stock held by two trusts of which the
Reporting Person is a trustee. Also includes 729,657 units of limited
partnership interest ("Units") in Horizon/Glen Outlet Centers Limited
Partnership in which HGI Realty, Inc. is the general partner. Units
generally are exchangeable for shares of common stock (or cash at the
option of the general partner) on a one-for-one basis subject to
adjustment.
(2) Reflects 91,792 Units.
(3) Includes 165,488 Units held by the Reporting Person's spouse, as to which
beneficial ownership is disclaimed.
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CUSIP No. 404187106 13D Page 3 of 7 Pages
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AMENDMENT NO. 2 TO SCHEDULE 13D
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This Amendment No. 2 to Schedule 13D is filed by Alan Glen with regard to
the common stock, par value $.01 per share, of as HGI Realty, Inc. Pursuant to
Rule 13d-2(c) of Regulation 13D-G, this Amendment No. 2 restates the text of
Schedule 13D to reflect certain information as of the date hereof. This
Amendment No. 2 should be read in conjunction with, and is qualified in its
entirety by reference to, Schedule 13D and Amendment No. 1 thereto.
Item 1. Security and Issuer.
-------------------
The title of the class of equity securities to which this Amendment No. 2
relates is the common stock, par value $.01 per share, of HGI Realty, Inc. ("HGI
Common Stock"). The address of the principal executive offices of HGI Realty,
Inc. ("HGI") is 5000 Hakes Drive, Norton Shores, Michigan 49441.
Item 2. Identity and Background.
-----------------------
(a) This statement is filed on behalf of Alan Glen.
(b) Alan Glen's business address is 8251 Greensboro Drive, Suite 200,
McLean, Virginia 22102.
(c) Alan Glen is the retired Chairman of the Board of Directors of HGI.
The principal offices of HGI are located at 5000 Hakes Drive, Norton
Shores, Michigan 49441.
(d) During the last five years, Alan Glen has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Alan Glen has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result was or 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) Alan Glen is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
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Alan Glen acquired beneficial ownership of HGI Common Stock in connection
with the Reorganization (as defined in the response to Item 4 below) in exchange
for common stock of McArthur/Glen Realty Corp. ("McArthur/Glen") and units of
limited partnership interest in McG Outlet Centers Limited Partnership ("McG
Partnership"), a Delaware limited partnership in which McArthur/Glen was the
sole general partner.
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CUSIP No. 404187106 13D Page 4 of 7 Pages
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Item 4. Purpose of Transactions.
-----------------------
On July 14, 1995, pursuant to an Amended and Restated Agreement and Plan of
Reorganization dated as of March 13, 1995 by and among McArthur/Glen, McG
Partnership, Horizon Outlet Centers, Inc. ("Horizon"), Horizon Outlet Centers
Limited Partnership ("Horizon Partnership") and Horizon/Glen Outlet Centers
Limited Partnership ("Horizon/Glen Partnership"), a related Amended and Restated
Agreement and Plan of Corporate Merger dated as of March 13, 1995 by and between
McArthur/Glen and Horizon (the "Merger Agreement"), and a related Amended and
Restated Partnership Consolidation Agreement dated as of March 13, 1995 by and
among McG Partnership, Horizon Partnership and Horizon/Glen Partnership (the
"Consolidation Agreement"), McArthur/Glen was merged with and into Horizon, with
Horizon as the surviving corporation under the name of HGI Realty, Inc., and McG
Partnership and Horizon Partnership were consolidated with Horizon/Glen
Partnership (the "Reorganization"). HGI is the sole general partner in
Horizon/Glen Partnership. Under the terms of the Merger Agreement, at the
effective time of the Merger, each share of McArthur/Glen common stock issued
and outstanding immediately prior to the effective time was converted into
0.64 shares of HGI Common Stock. Under the terms of the Consolidation
Agreement, at the effective time of the Consolidation, each unit of limited
partnership interest in McG Partnership was converted into 0.64 units of
limited partnership interest in Horizon/Glen Partnership.
Alan Glen does not now have any plans or proposals which relate to or would
result in (i) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving HGI or any of its subsidiaries; (ii) a
sale or transfer of a material amount of assets of HGI or any of its
subsidiaries; (iii) any change in the present Board of Directors or management
of HGI, including any change in the number or term of HGI directors or the
filling of any existing vacancies on the Board of Directors of HGI, except as
set forth in the Amended and Restated Bylaws of HGI currently in effect;
(iv) any material change in the present capitalization or dividend policy of
HGI; (v) any other material change in the business or corporate structure of
HGI; (vi) changes in HGI's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of HGI by
any person; (vii) causing a class of securities of HGI to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
or (viii) a class of equity securities of HGI becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act.
Mr. Glen reserves the right to dispose of securities of HGI from time to
time on terms then obtainable as conditions appear favorable for doing so.
Item 5. Interest in Securities of the Issuer
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Item 5 is amended as follows:
(a) Alan Glen owns of record 403,173 shares of HGI Common Stock and is the
trustee of two trusts that hold 11,072 shares of HGI Common Stock. Alan Glen
also may be deemed to beneficially own, directly or indirectly, 1,143,902 Units.
In addition, Alan Glen's spouse owns 165,488 Units as to which beneficial
ownership is disclaimed. Subject to certain restrictions, such Units are
exchangeable for shares of HGI Common Stock on a one-for-one
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CUSIP No. 404187106 13D Page 5 of 7 Pages
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basis. Accordingly, for purposes of Section 13(d) of the Act, Alan Glen may be
deemed to own beneficially approximately 6.9% of the outstanding shares of HGI
Common Stock.
(b) Alan Glen has sole voting and investment power with respect to the
403,173 shares of HGI Common Stock that he owns of record, the 11,072 shares of
HGI Common Stock held by the trusts of which he serves as trustee, and 729,657
shares of HGI Common Stock that he may acquire upon conversion of Units. Alan
Glen shares with Cheryl McArthur voting and investment power with respect to
91,792 shares of HGI Common Stock that may be acquired upon conversion of Units.
Such shared voting and investment power arises from the control by Alan Glen and
Cheryl McArthur of the general partners of certain limited partnerships that own
Units.
Since the filing of Schedule 13D (as amended by Amendment No. 1), the
number and percentage of shares of HGI Common Stock beneficially owned, directly
or indirectly, by Alan Glen have changed primarily as a result of (i) the
redemption by Cheryl McArthur of certain beneficially-held Units; (ii) the gift
of certain units by Alan Glen; (iii) the dissolution of a corporation affiliated
with Alan Glen, the distribution of its Units to the stockholders thereof,
including Mr. Glen, and the subsequent conversion of such Units into HGI Common
Stock and the sale of such shares in the open market by Mr. Glen; and (iv) the
exchange by certain entities affiliated with Alan Glen of Units for shares of
HGI Common Stock and the distribution of such shares to the stockholders and/or
partners entitled thereto, including Mr. Glen, all of which transactions are
described in paragraph (c) below.
(c) On or about January 16, 1996, Cheryl McArthur redeemed 30,000 Units in
a limited partnership over which she and Mr. Glen have shared voting and
investment power.
On March 29, 1996, Alan Glen made a gift of 30,000 Units directly
owned by him.
On or about February 15, 1996, an entity affiliated with Alan Glen
exchanged 184,589 Units for shares of HGI Common Stock and distributed such
shares to the stockholders entitled thereto. Mr. Glen received 72,267 shares and
subsequently sold them in a series of open market transactions described
immediately below. In each instance, the sales price for such shares of HGI
Common Stock is the price per share prior to deduction for commissions or other
expenses of sale.
<TABLE>
<CAPTION>
Date Number of Shares Price Per Share
<S> <C> <C>
March 25, 1996 1,000 $ 22.375
May 13, 1996 20,200 $ 21.291
May 17, 1996 3,800 $ 21.375
May 20, 1996 2,700 $ 21.500
May 22, 1996 44,567 $21.7456
</TABLE>
On May 22, 1996, Mr. Glen sold 12,733 shares of HGI Common Stock
directly owned by him in the open market, at a per-share price of $21.7456.
Effective June 10, 1996, a corporation affiliated with Alan Glen
exchanged 8,684 directly-held Units for shares of HGI Common Stock and
distributed such shares to the
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CUSIP No. 404187106 13D Page 6 of 7 Pages
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stockholders entitled thereto. Mr. Glen received 4,255 shares as a stockholder
of such corporation.
Effective June 10, 1996, a limited partnership affiliated with Alan
Glen exchanged 10,842 beneficially-held Units for shares of HGI Common Stock and
distributed such shares to the partners entitled thereto. Mr. Glen received
9,614 shares (8,434 shares as an individual partner and 1,180 shares as a
stockholder of a corporate partner of such partnership).
Effective June 10, 1996, a limited partnership affiliated with Alan
Glen exchanged 11,786 beneficially-held Units for shares of HGI Common Stock and
distributed such shares to the partners entitled thereto. Mr. Glen received 360
shares (169 shares as an individual partner and 191 shares as a stockholder of a
corporate partner of such partnership).
Effective June 10, 1996, a limited partnership affiliated with Alan
Glen exchanged 37,226 beneficially-held Units for shares of HGI Common Stock and
distributed such shares to Mr. Glen as an individual partner of such
partnership.
(d)-(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings
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or Relationships with Respect to
Securities of the Issuer.
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Not applicable.
Item 7. Material to be Filed as Exhibits.
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Not applicable.
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CUSIP No. 404187106 13D Page 7 of 7 Pages
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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 14, 1996 /s/Alan Glen
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(Date) Alan Glen
