CUSIP No. 561063-10-8 Page 1 of 9 pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
MALAN REALTY INVESTORS, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
561063-10-8
(CUSIP Number)
Peter T. Kross
248 Grosse Pointe Blvd.
Grosse Pointe Farms, MI 48236
(313) 882-8604
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 12, 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 Rule 13d-1(b)(3) or (4), check the following box [ ].
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Page 2 of 9 pages
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
Peter T. Kross
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: PF, OO
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [X]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
400,060 shares
Number of
Shares 8 Shared Voting Power
Beneficially 57,100 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 400,060 shares
10 Shared Dispositive Power
57,100 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
457,160 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
8.8%
14 Type of Reporting Person
IN
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Page 3 of 9 pages
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
Richard J. Nelson
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: PF
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [X]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
7,900 shares
Number of
Shares 8 Shared Voting Power
Beneficially 0 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 7,900 shares
10 Shared Dispositive Power
0 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
7,900 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
0.2%
14 Type of Reporting Person
IN
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Page 4 of 9 pages
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
Margaret G. Kross
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: PF
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [X]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
0 shares
Number of
Shares 8 Shared Voting Power
Beneficially 57,100 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
57,100 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
57,100 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
1.1%
14 Type of Reporting Person
IN
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Page 5 of 9 pages
This is Amendment No. 5 to a Schedule 13D (the "Original 13D") filed
originally by Peter T. Kross ("Mr. Kross"). As of this Amendment, Richard J.
Nelson ("Mr. Nelson") and Margaret G. Kross ("Mrs. Kross") are becoming joint
filers of this Schedule 13D. The joint filing agreement of Mr. Kross, Mr. Nelson
and Mrs. Kross is filed herewith as Exhibit 2.
This Schedule 13D relates to the common stock, $.01 par value (the
"Common Stock"), of Malan Realty Investors, Inc. (the "Issuer"). The following
items in the Original 13D are amended to read in their entirety as follows:
Item 2. Identity and Background
Mr. Kross is employed as a Senior Vice President of EVEREN Securities,
Inc. ("Everen"), a securities broker-dealer the address of which is 114
Kercheval Avenue, Grosse Pointe Farms, MI 48236. Mr. Kross's residence address
is 248 Grosse Pointe Boulevard, Grosse Pointe Farms, Michigan 48236. Mr. Nelson
is self-employed as a banking consultant, and his business address is 259 E.
Michigan Avenue, Suite 405, Kalamazoo, MI 49007. Mrs. Kross is not employed and
her residence address is 248 Grosse Pointe Boulevard, Grosse Pointe Farms,
Michigan 48236.
During the past five years, none of Mr. Kross, Mr. Nelson or Mrs. Kross
has been convicted in a criminal proceeding (excluding traffic violations).
During the past five years, none of Mr. Kross, Mr. Nelson or Mrs. Kross has been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in such person being 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. Mr. Kross, Mr. Nelson and Mrs. Kross are citizens of
the United States.
Item 3. Source and Amount of Funds or Other Consideration
The amount of funds expended to date by Mr. Kross to acquire his shares
as reported herein (including with respect to two trusts held for the benefit of
Mr. Kross's and Mrs. Kross's minor children) is $6,112,744. Such funds were
provided in part from Mr. Kross's personal funds and in part by loans from a
margin account maintained by Mr. Kross with Everen. A copy of Mr. Kross's
account agreement with Everen is attached as Exhibit 1. All of the marginable
securities owned by Mr. Kross and held in his brokerage accounts with Everen
(140,260 shares of the Issuer) are pledged as collateral for the repayment of
margin loans made to Mr. Kross. The amount of funds expended to date by Mr.
Nelson to acquire his shares as reported herein is $114,344. Such funds were
provided from funds in an individual retirement account held by Mr. Nelson. The
amount of funds expended to date by Mrs. Kross to acquire shares held in her IRA
is $583,134. Such funds were provided from funds in an individual retirement
account held by Mrs. Kross.
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Page 6 of 9 pages
Item 4. Purpose of Transaction
The goal of Mr. Kross, Mr. Nelson and Mrs. Kross is to profit from
appreciation in the market price of the Common Stock. Mr. Kross expects to
actively assert shareholder rights, in the manner described below, with the
purpose to influence the policies of the Issuer.
Mr. Kross intends to attempt to influence the Board of Directors to
consider all possible strategic alternatives available to the Issuer in order to
increase the market price of the Common Stock. Mr. Kross is interested in
influencing the Issuer's Board of Directors to explore seriously, in
consultation with independent financial advisors, possible means of improving
the market price of the Common Stock, to the extent such options may not have
already been fully explored.
On August 16, 1999, Mr. Kross met with management of the Issuer. Mr.
Kross indicated that he would be filing an amendment to the Original 13D to
report that a change in his investment intent from that of passive investor to
that outlined herein. Mr. Kross also informed the Issuer that in his opinion the
Issuer should explore different strategies for maximizing shareholder value,
including (a) hiring an investment banker to explore finding an acquiror for the
Company, (b) consider selling properties owned by the Issuer and (c) consider
using cash raised by the sale of properties owned by the Issuer to repurchase
shares of the Issuer's stock. Mr. Kross also stated that he previously believed
and still believes that the Issuer should eliminate its "poison pill." In
addition, Mr. Kross asked that he or his representative be added immediately to
the Board of Directors of the Issuer; management of the Issuer responded that
the Issuer will reply soon to that request.
Mr. Kross intends to continue to evaluate the Issuer and its business
prospects and to consult with management of the Issuer, other shareholders of
the Common Stock and other persons to further his objectives. Mr. Kross, Mr.
Nelson and/or Mrs. Kross may make further purchases of shares of the Common
Stock or may dispose of any or all of their shares of the Common Stock at any
time. At present, and except as disclosed herein, none of Mr. Kross, Mr. Nelson
or Mrs. Kross has any specific plans or proposals that relate to, or could
result in, any of the matters referred to in paragraphs (a) through (j),
inclusive, of Item 4 of Schedule 13D. Mr. Kross, Mr. Nelson and Mrs. Kross
intend to continue to explore the options available to them. Mr. Kross, Mr.
Nelson and Mrs. Kross may, at any time or from time to time, review or
reconsider their position with respect to the Issuer and may formulate plans
with respect to matters referred to in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a)-(b) Mr. Kross has sole voting and dispositive power over the
400,060 shares of Common Stock beneficially owned solely by Mr. Kross,
constituting approximately 7.7% of the issued and outstanding shares of the
Common Stock, based on the number of outstanding shares (5,170,670) reported on
the Issuer's Quarterly Report on Form 10-Q for the period ended June 30, 1999.
Mr. Kross and Mrs. Kross share voting and dispositive power over the 57,100
shares held by Mrs. Kross in her IRA and in two trusts for the benefit
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of the minor children of Mr. Kross and Mrs. Kross, constituting approximately
1.1% of the issued and outstanding shares of the Common Stock. Mr. Nelson has
sole voting and dispositive power over the 7,900 shares of Common Stock owned by
Mr. Nelson, constituting approximately 0.2% of the issued and outstanding shares
of the Common Stock.
(c) The following transactions are the only purchases of the Common
Stock made by Mr. Kross within the past sixty days, all of which were made in
open market purchases:
- ------------------ ---------------------------------- --------------------------
DATE NUMBER OF SHARES COST PER SHARE
- ------------------ ---------------------------------- --------------------------
6/23/99 6,000 $15.1875
- ------------------ ---------------------------------- --------------------------
7/23/99 1,000 14.875
- ------------------ ---------------------------------- --------------------------
7/27/99 6,000 14.875
- ------------------ ---------------------------------- --------------------------
8/2/99 5,000 15.25
- ------------------ ---------------------------------- --------------------------
8/12/99 22,500 15.0833
- ------------------ ---------------------------------- --------------------------
8/16/99 5,000 15.1875
- ------------------ ---------------------------------- --------------------------
The following transactions are the only purchases of the Common Stock
made by Mr. Nelson within the past sixty days, all of which were made in open
market purchases:
- ------------------ ---------------------------------- --------------------------
DATE NUMBER OF SHARES COST PER SHARE
- ------------------ ---------------------------------- --------------------------
7/7/99 400 $14.9375
- ------------------ ---------------------------------- --------------------------
7/12/99 2,500 15.0625
- ------------------ ---------------------------------- --------------------------
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
While they have not agreed between themselves to act jointly with
respect to the voting and disposition of the shares of Common Stock owned by
each of them, Mr. Nelson supports the goals of Mr. Kross as set forth in Item 4.
In addition, Mr. Kross has retained Mr. Nelson, for a fee yet undetermined, to
advise him with regard to Mr. Kross's activities regarding the Issuer and the
Common Stock.
Item 7. Material to be Filed as Exhibits.
No. Description
--- -----------
1 Mr. Kross's margin account agreement with Prescott, Ball &
Turben, Inc., the predecessor to Everen.*
2 Joint Filing Agreement.
*Filed as an exhibit to the Original 13D.
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Page 8 of 9 pages
SIGNATURES
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.
Date: August 19, 1999
/s/ Richard J. Nelson
Richard J. Nelson
/s/ Peter T. Kross
Peter T. Kross
/s/ Margaret G. Kross
Margaret G. Kross
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Page 9 of 9 pages
EXHIBIT 2
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934,
as amended, the undersigned hereby agree that the Schedule 13D to which this
Joint Filing Agreement is being filed as an exhibit shall be a joint statement
filed on behalf of each of the undersigned.
Date: August 19, 1999
/s/ Richard J. Nelson
Richard J. Nelson
/s/ Peter T. Kross
Peter T. Kross
/s/ Margaret G. Kross
Margaret G. Kross
