SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

MEDICAL PROPERTIES TRUST, INC.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

58463J304

(CUSIP Number)

 

Lori Foust
Treasurer
Inland American Real Estate Trust, Inc.
2901 Butterfield Road
Oak Brook, Illinois 60523
630 218-8000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

December 21, 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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including exhibits. See Rule 13d-7 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).

 



 

CUSIP No.  58463J304

 

 

1)

Names of Reporting Persons
Inland American Real Estate Trust, Inc.

 

 

2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3)

SEC Use Only

 

 

4)

Source of Funds:
WC, OO

 

 

5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6)

Place of Organization:
Maryland

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7)

Sole Voting Power:
0

 

8)

Shared Voting Power:
3,141,700(1)

 

9)

Sole Dispositive Power:
0

 

10)

Shared Dispositive Power:
3,141,700(1)

 

 

11)

Aggregate Amount Beneficially Owned by Each Reporting Person:
3,141,700(1)

 

 

12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares:   o

 

 

13)

Percent of Class Represented by Row (11):
3.9%(2)

 

 

14)

Type of Reporting Person:
CO

 


(1) The number of shares reported as beneficially owned is as of January 12, 2010.

 

(2) The percentage is calculated based on a total of 80,164,801 of the Issuer’s shares of common stock, par value $0.001 per share, outstanding as of November 9, 2009, as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2009.

 

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This Amendment No. 1 to Schedule 13D (the “Amendment”) amends and supplements the schedule 13D filed by Inland American Real Estate Trust, Inc. (“Inland American”) with the Securities and Exchange Commission (the “SEC”) on August 20, 2007 (together with the Amendment, the “Schedule 13D”), in connection with the disposition of Shares beneficially owned by Inland American and the disclosure that Inland American has ceased to be the beneficial owner of more than 5% of the Company’s outstanding Shares.  Capitalized terms used in this Amendment without being defined herein have the respective meanings given to them in the Amendment.

 

Item 2.                           Identity and Background.

 

Item 2 of the Schedule 13D is hereby amended as follows:

 

Appendix A with respect to Identity and Background items (2)(a), (b), (c) and (f) of each of the executive officers and directors of Inland American, respectively, which information is incorporated by reference into this Item 2, is hereby amended and restated in its entirety as filed with this Amendment.

 

Item 5.                           Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a)                                  See response corresponding to row 11 of the cover page listing Inland American as the Reporting Person for the aggregate number of Shares beneficially owned by Inland American, which is incorporated herein by reference.  See response corresponding to row 13 of the cover page listing Inland American as the Reporting Person for the percentage of Shares beneficially owned by Inland American, which is incorporated herein by reference.  The Adviser makes decisions as to dispositions of the shares it holds for the account of Inland American by means of a committee composed of three of its directors.

 

(b)                                 See responses corresponding to rows seven through ten of the cover page listing Inland American as the Reporting Person for the number of Shares as to which Inland American has sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, and shared power to dispose or to direct the disposition, which responses are incorporated herein by reference.  The Adviser shares the power to vote or direct the vote and the power of disposition with Inland American pursuant to the terms of the Advisory Agreement.

 

(c)                                  During the past 60 days, Adviser has effected the following Share transactions for the account of Inland American, each via the New York Stock Exchange:

 

Type of
Transaction

 

Date

 

No. of Shares

 

Price per Share

 

Total Sale Price

 

S

 

December 21, 2009

 

400,000

 

$

9.65

 

$

3,860,000.00

 

 

To the knowledge of Inland American, none of the executive officers and directors of Inland American has effected any transactions in Shares of the Company in the last 60 days.

 

(d)                                 None.

 

(e)                                  As of December 21, 2009, Inland American has ceased to be the beneficial owner of more than five percent of the Company’s outstanding shares.

 

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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.

 

Dated:  January 18, 2010

INLAND AMERICAN REAL ESTATE TRUST, INC.

 

 

 

 

 

/s/ Roberta S. Matlin

 

Roberta S. Matlin

 

Vice President

 

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Appendix A

Executive Officers and Directors of Inland American

 

Names and
Titles of Inland
American
Executive
Officers and
Directors

 

Principal Occupation or Employment and Business of Principal
Employer

 

Business or Residence
Address; Citizenship

J. Michael
Borden, Director

 

President and Chief Executive Officer of Hufcor Inc. and Chief Executive Officer of Hufcor Asia Pacific in China and Hong Kong, Marashumi Corp. in Malaysia, Hufcor Australia Group, and F. P. Investments.

 

Hufcor, Inc.
P.O. Box 591
Janesville, WI 53547

United States Citizen

 

 

 

 

 

Thomas F.
Glavin, Director

 

Owner of Thomas F. Glavin & Associates, Inc., a certified public accounting firm started in 1988, and partner in Gateway Homes, which has zoned, developed and managed a 440 unit manufactured home park in Frankfort, Illinois as well as single family home sites.

 

414 Plaza Drive, Suite 304
Westmont, IL 60551

United States Citizen

 

 

 

 

 

Brenda G. Gujral,
President and
Director

 

President, Chief Executive Officer and Director of Inland Real Estate Investment Corporation; President, Chief Operating Officer and Director of Inland Securities Corporation

 

2901 Butterfield Road
Oak Brook, Illinois 60523

United States Citizen

 

 

 

 

 

David Mahon,
Director

 

Managing Director of GE Antares Capital and one of GE Antares’ senior deal professionals in leveraged finance.

 

GE Antares Capital
500 West Monroe Street

Chicago, IL 60661

United States Citizen

 

 

 

 

 

Thomas F.
Meagher,
Director

 

Principal stockholder and Chairman of Professional Golf Cars of Florida.

 

2901 Butterfield Road
Oak Brook, Illinois 60523

United States Citizen

 

 

 

 

 

Robert D. Parks,
Chairman of the
Board; Director

 

Chairman, Inland Real Estate Investment Corporation.

 

2901 Butterfield Road
Oak Brook, Illinois 60523

United States Citizen

 

 

 

 

 

Paula Saban,
Director

 

President and principal stockholder in Newport Distribution, Inc., a construction products company.

 

807 Tory Court
Schaumburg, IL 60173

United States Citizen

 

 

 

 

 

William J.
Wierzbicki,
Director

 

Sole proprietor of “Planning Advisory Services,” a land-use planning consulting service providing consultation and advice to various local governments, developers and individuals.

 

28 Tadcaster Place
Sault Ste. Marie, Ontario
Canada P6B 5E4

Canadian Citizen

 

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Roberta S.
Matlin, Vice
President —
Administration

 

Senior Vice President, Inland Real Estate Investment Corporation.

 

2901 Butterfield Road
Oak Brook, Illinois 60523

United States Citizen

 

 

 

 

 

Lori Foust,
Treasurer and
Principal
Financial Officer

 

Treasurer and Principal Financial Officer of Inland American; Chief Financial Officer of Inland American Business Manager & Advisor, Inc.; principally employed by Inland Real Estate Investment Corporation.

 

2901 Butterfield Road
Oak Brook, Illinois 60523

United States Citizen

 

 

 

 

 

Scott W. Wilton,
Secretary

 

Secretary of Inland American; Assistant Vice President of The Inland Real Estate Group, Inc.; Secretary of Inland Real Estate Exchange Corporation; Secretary of Inland American Business Manager & Advisor, Inc.; principally employed as Assistant Counsel with The Inland Real Estate Group, Inc. law department.

 

2901 Butterfield Road
Oak Brook, Illinois 60523

United States Citizen

 

 

 

 

 

Jack Potts,
Principal
Accounting
Officer

 

Principal Accounting Officer of Inland American and Chief Accounting Officer of Inland American Business Manager & Advisor, Inc.; principally employed by Inland Real Estate Investment Corporation.

 

2901 Butterfield Road
Oak Brook, Illinois 60523

United States Citizen

 

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