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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __ )
MALAN REALTY INVESTORS, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
561063-10-8
(CUSIP Number)
JOHN P. KRAMER
KENSINGTON INVESTMENT GROUP, INC.
4 ORINDA WAY, SUITE 220D
ORINDA, CALIFORNIA 94563
(925) 253-2949
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With a copy to:
LAWRENCE LEDERMAN
MILBANK, TWEED, HADLEY & McCLOY LLP
1 CHASE MANHATTAN PLAZA
NEW YORK, NY 10005
March 3, 2000
(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(e), 13d-1(f) or 13d-1(g), check the
following box |X|.
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SCHEDULE 13D
CUSIP NO.: 561063-10-8
(1) NAME OF REPORTING PERSON: Kensington Investment Group, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 68-0309666
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |_|
(3) SEC USE ONLY
(4) SOURCE OF FUNDS: AF; OO
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |_|
(6) CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
(7) SOLE VOTING POWER: 496,350
(8) SHARED VOTING POWER: 0
(9) SOLE DISPOSITIVE POWER: 496,350
(10) SHARED DISPOSITIVE POWER: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 496,350
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 9.60%
(14) TYPE OF REPORTING PERSON: CO; IA
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SCHEDULE 13D
CUSIP NO.: 561063-10-8
(1) NAME OF REPORTING PERSON: John P. Kramer
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |_|
(3) SEC USE ONLY
(4) SOURCE OF FUNDS: N/A
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |_|
(6) CITIZENSHIP OR PLACE OF ORGANIZATION: United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
(7) SOLE VOTING POWER: 0
(8) SHARED VOTING POWER: 0
(9) SOLE DISPOSITIVE POWER: 0
(10) SHARED DISPOSITIVE POWER: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 0
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0%
(14) TYPE OF REPORTING PERSON: IN
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ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Statement on Schedule 13D
relates is the Common Stock, $.01 par value (the "Common Stock"), of Malan
Realty Investors, Inc., a Michigan corporation (the "Company"), with its
principal executive offices located at 30200 Telegraph Road, Suite 105,
Birmingham, Michigan 48025. The Common Stock is the only class of securities of
the Company entitled to vote in the election of directors and on the other
matters on which shareholders of the Company are entitled to vote.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed by Kensington Investment Group, Inc., a
Delaware corporation (the "Reporting Person"), which beneficially owns more than
5% of the outstanding shares of Common Stock within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act").
The Reporting Person is a private corporation that acts as an
investment advisor to five separate investment accounts and as the general
partner to ten limited partnership investment partnerships, all of which have
bought shares of Common Stock in the ordinary course of business at the
direction of the Reporting Person (collectively, the "Managed Funds"). The
Reporting Person is a registered investment advisor engaged in the business of
managing investments in real estate securities. Information regarding the
directors and executive officers of the Reporting Person is attached hereto as
Annex 1, which annex is hereby incorporated by reference. The principal business
and principal office address of the Reporting Person is 4 Orinda Way, Suite
220D, Orinda, California 94563.
This Statement is also being filed by John P. Kramer, who controls more
than a majority of the stock of the Reporting Person, and accordingly may be
deemed a beneficial owner of the Common Stock that is the subject of this
Statement. Mr. Kramer disclaims beneficial ownership of all such shares.
During the last five years, neither the Reporting Person, and to the
best knowledge of the Reporting Person, nor any of the persons listed on Annex 1
attached hereto, (1) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), or (2) was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The shares of Common Stock owned by the Reporting Person were
acquired at an aggregate cost (including commissions) of $8,043,587.
The 496,350 shares of Common Stock beneficially owned by the
Reporting Person were purchased by the Managed Funds in the ordinary course of
business at the direction of the Reporting Person with funds available for
investment in each of the Managed Funds. From time to time, certain of the
Managed Funds may maintain margin accounts to purchase
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securities in the ordinary course of business. No debt was incurred specifically
to purchase Common Stock.
Except for minority interests purchased in the Managed Funds
from time to time, none of the persons listed in Annex 1 attached hereto has
contributed any funds or other consideration towards the acquisition of Common
Stock by the Reporting Person.
ITEM 4. PURPOSE OF TRANSACTION.
Pursuant to a letter dated March 3, 2000, the Reporting Person
requested representation on the Board of Directors of the Company in order to
have direct input into the Board's current deliberations to enhance shareholder
value. If the Company does not take the appropriate steps to insure the
Reporting Person's representation on the Board, the Reporting Person will
consider what further actions, if any, it will take. Such further actions could
include the proposal and solicitation of proxies in favor of a slate of
candidates to stand for election at the upcoming 2000 Annual Meeting of
Shareholders of the Company in opposition to the slate nominated by the
Company's directors. If the Reporting Person is not satisfied with the Company's
response to its request for representation on the Board, the Reporting Person
will comply with the Company's advance notice bylaw to preserve its right to
nominate directors at the Annual Meeting of Shareholders of the Company.
Subject to applicable legal requirements and the factors referred to
below, the Reporting Person may, from time to time, purchase additional shares
of Common Stock in open market or privately negotiated transactions. In
determining whether to purchase additional shares, the Reporting Person intends
to consider and review various factors on a continuous basis, including the
Company's financial condition, business and prospects, other developments
concerning the Company, the price and availability of shares of Common Stock,
other investment and business opportunities available to the Reporting Person,
developments with respect to the Reporting Person's business, and general
economic, money and stock market conditions. The Reporting Person reserves the
right to change its plans and intentions at any time, as it deems appropriate,
and, to the knowledge of the Reporting Person, each of the persons listed on
Annex 1 attached hereto may make the same evaluation and may have the same
reservation.
Except as described above in this Item 4 and in Item 6 below, the
Reporting Person has no present plans or proposals that relate to or would
result in any of the actions enumerated in Item 4 of Schedule 13D. The Reporting
Person reserves the right to buy additional shares of Common Stock or to sell
shares of Common Stock from time to time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Person beneficially owns 496,350 shares of Common
Stock, or approximately 9.60% shares of the Common Stock outstanding. All
percentages of shares of Common Stock beneficially owned by the Reporting Person
are based on the 5,171,552 shares of Common Stock outstanding as of November 10,
1999, as disclosed in the Company's Quarterly Report on Form 10Q for the quarter
ended September 30, 1999.
2
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(b) Number of shares of Common Stock as to which such Reporting Person
has:
(i) sole power to vote or to direct the vote: 496,350
(ii) shared power to vote or direct the vote: 0
(iii) sole power to dispose or to direct the disposition
of: 496,350
(iv) shared power to dispose or to direct the disposition
of: 0
(c) Transactions in the Common Stock by the Reporting Person, and
to the best knowledge of the Reporting Person, any of the
persons referred to in Annex 1 attached hereto, effected
during the past 60 days are described in Annex 2 hereto and
are incorporated herein by reference. All such transactions
were effected in the open market on the New York Stock
Exchange. Except as described in this paragraph (c), neither
the Reporting Person nor, to the best knowledge of the
Reporting Person, any of the persons referred to in Annex 1
attached hereto, has effected any transactions in the Common
Stock during the past 60 days.
(d) Each Managed Fund has the sole right to receive dividends
from, or the proceeds from the sale of, the shares of Common
Stock owned by it.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Neither the Reporting Person, nor the persons listed in Annex 1
attached hereto, is a party to any contract, arrangement, understanding or
relationship with respect to any securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
No. Description
1. Joint Filing Agreement.
2. Letter dated March 3, 2000 from Reporting Person to the
Company.
3
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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.
KENSINGTON INVESTMENT GROUP, INC.
By: /s/ John P. Kramer
Name: John P. Kramer
Title: President
March 7, 2000
4
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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.
/s/ John P. Kramer
John P. Kramer
March 7, 2000
5
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ANNEX 1
DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSON
The names, present principal occupations and business
addresses of the directors and executive offices of the Reporting Person are set
forth below. If no address is given, the director's or executive officer's
business address is that of the Reporting Person. Unless otherwise indicated,
each occupation set forth opposite an individual's name refers to the Reporting
Person. Each of the named individuals is a citizen of the United States of
America.
Name: Position:
- ----- ---------
John Kramer Director, President
Craig Kirkpatrick Director, Executive Vice President
Paul Gray Director, Executive Vice President
Cynthia Yee Vice President, Treasurer and Secretary
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ANNEX 2
SCHEDULE OF TRANSACTIONS IN COMMON STOCK BY REPORTING PERSON
<TABLE>
<CAPTION>
Number of Number of
Securities Securities Price Per Aggregate
Date Purchased Sold Share ($) Price ($)
- ---- --------- -------------- ------------- --------------
<S> <C> <C> <C> <C>
01-05-00 500 13.374 6,687
01-07-00 500 13.374 6,687
01-10-00 500 13.75 6,875
01-10-00 500 13.625 6,812.50
01-24-00 500 14.00 7,000
01-24-00 200 14.125 2825
01-25-00 4,500 14.125 63,562.50
01-25-00 500 14.125 7,062.50
01-28-00 200 13.75 2,750
02-01-00 500 13.624 6,812
02-02-80 500 13.50 6,750
02-07-00 500 13.874 6,937
02-08-00 500 13.75 6,875
02-09-00 500 13.75 6,875
02-14-00 500 13.50 6,750
02-16-00 2,000 13.50 27,000
02-22-00 500 13.188 6,594
02-23-00 500 13.188 6,594
02-25-00 700 12.375 8,662.50
02-25-00 1500 12.50 18,750
02-28-00 300 12.50 3,750
02-28-00 1,000 12.50 12,500
</TABLE>
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EXHIBIT INDEX
1. Joint Filing Agreement.
2. Letter dated March 3, 2000 from Reporting Person to the Company.
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EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the Securities
Exchange Act of 1934, the undersigned agree to the joint filing of a Statement
on Schedule 13D (including any and all amendments thereto) with respect to the
shares of common stock, par value $.01 per share, of Mayan Realty Investors,
Inc., and further agree that this Joint Filing Agreement be included as an
Exhibit thereto. In addition, each party to this Agreement expressly authorizes
each party to this Agreement to file on its behalf any and all amendments to
such statement.
Date: March 7, 2000
KENSINGTON INVESTMENT GROUP, INC.
By: /s/ John P. Kramer
Name: John P. Kramer
Title: President
/s/ John P. Kramer
John P. Kramer
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EXHIBIT 2
[Kensington Investment Group, Inc. letterhead]
March 3, 2000
Board of Directors
c/o Anthony S. Gramer
Malan Realty Investors, Inc.
30200 Telegraph Road, Suite 105
Birmingham, Michigan 48025-4503
Gentlemen:
At your request, we have prepared this letter detailing our proposal regarding
the Board of Directors. As you are aware, Kensington Investment Group, Inc.
("Kensington") is the beneficial owner of and has investment authority over
approximately 9.6% of the outstanding common stock of Malan Realty Investors,
Inc. ("Malan"). We believe that this ownership makes Kensington the largest
shareholder of Malan Realty. Accordingly, we believe we are entitled to
representation on the Board of Directors and direct input into the Board's
current deliberations to enhance shareholder value.
We propose that the size of the Board of Directors be increased to eight
directors and that three highly qualified individuals be appointed to fill these
new positions. If you are amenable to this approach, we can promptly provide to
you the names and biographical information of our proposed directors. Our
proposed directors would obviously be subject to your approval. All qualify as
independent and are of impeccable character and qualification. These additional
Directors will not change control of the Board of Directors, but rather bring a
new perspective to Board deliberations.
We are mindful of Malan's advance notice bylaw and its timing requirements.
Based on your statement that the Annual Meeting will be held on May 10, 2000, we
must give notice of director nominations by March 10, 2000. Accordingly, prompt
action is required to preserve our rights.
If the Board of Directors does not take the appropriate steps to insure our
representation on the Board of Directors in a timely fashion, Kensington will be
forced to consider all other alternatives available to us to obtain
representation on the Board of Directors, including replacing the current Board.
In conjunction with these efforts, Kensington may contact other shareholders
who, we believe, will be supportive of our plan to add new perspective to the
Board's deliberation to enhance shareholder value.
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A copy of this letter will be included as an exhibit to the Schedule 13D to be
filed by Kensington with the Securities and Exchange Commission.
Very truly yours,
/s/ John Kramer
President
