SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
Amendment No. 1
to
SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
___________________
INLAND AMERICAN REAL ESTATE TRUST, INC.
(Name of Subject Company)
CMG PARTNERS, LLC; CMG LEGACY GROWTH FUND, LLC; CMG LEGACY INCOME FUND, LLC; CMG INCOME FUND II, LLC; AND CMG ACQUISITION CO., LLC
(Bidders)
SHARES OF COMMON STOCK
(Title of Class of Securities)
None or unknown
(CUSIP Number of Class of Securities)
_______________________
| | | |
| | Mark Swenson | |
| | CMG Partners, LLC | |
| | 12828 Northup Way, Suite 110, Bellevue, WA 98005 | |
| | 425-376-0693 | |
(Name, Address, and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidder)
Calculation of Filing Fee
| | Transaction | Amount of |
| | Valuation* | Filing Fee |
| | | |
| | $5,000,000 | $682.00 |
| * | For purposes of calculating the filing fee only. Assumes the purchase of 1,000,000 Shares at a purchase price equal to $5.00 per Share in cash |
| | |
| [X] | Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| | |
| | Amount Previously Paid: $682.00 |
| | Form or Registration Number: SC TO-T |
| | Filing Party: CMG Partners, LLC |
| | Date Filed: May 22, 2013 |
| | |
| [] | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
| | |
Check the appropriate boxes below to designate any transactions to which the statement relates: |
| [X] | third party tender offer subject to Rule 14d-1. |
| [] | issuer tender offer subject to Rule 13e-4. |
| [] | going private transaction subject to Rule 13e-3 |
| [] | amendment to Schedule 13D under Rule 13d-2 |
| | |
| Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] |
| | |
| | |
AMENDMENT TO TENDER OFFER
This Amendment No. 1 to the Tender Offer Statement on Schedule TO relates to the offer (the “Offer”) by CMG Partners, LLC; CMG Legacy Growth Fund, LLC; CMG Legacy Income Fund, LLC; CMG Income Fund II, LLC; and CMG Acquisition Co., LLC (collectively the “Purchasers”) to purchase up to 1,000,000 shares of common stock (the “Shares”) in Inland American Real Estate Trust, Inc. (the “REIT”), the subject company, at a purchase price equal to $5.00 per Share. This Offer is being made May 22, 2013 (the “Offer Date”) and expires June 28, 2013, or on such other date to which this Offer may be extended (the “Expiration Date”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 22, 2013 (the “Offer to Purchase”) and the related Agreement of Assignment and Transfer.
This Amendment is being made to amend and restate the Offer to Purchase to remove any reference to the tender offer by REIT Exchange Fund, Inc. for Shares of the REIT, which offer has now been suspended. All other terms remain the same.
Item 12. Exhibits.
| (a)(1) | Amended and Restated Offer to Purchase |
| | |
| (a)(2) | Agreement of Assignment and Transfer* |
| | |
| (a)(3) | Form of Letter to Shareholders dated May 22, 2013* |
(a)(4) | Form of advertisement in Investor’s Business Daily* |
| | |
* Previously filed as Exhibits to the Purchasers’ Schedule TO on May 22, 2013
Not applicable.
SIGNATURES
After due 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: June 3, 2013
CMG Partners, LLC; CMG Legacy Growth Fund, LLC; CMG Legacy Income Fund, LLC; CMG Income Fund II, LLC; and CMG Acquisition Co., LLC
By: Mark Swenson, Manager
