UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
(Final Amendment)
(Amendment No. 2)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Under the Securities Exchange Act of 1934*
Thomas Properties Group, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
884453101
(CUSIP Number)
Yehuda Hecht
Madison International Realty
410 Park Avenue, 10th Floor
New York, New York 10022
Copies to:
Lee S. Parks
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, NY 10004
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 19, 2013
(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 Rule 13d-1(e), 13d-1(f) or 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 all 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. 884453101 | Page 2 of 9 Pages |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Madison International Holdings IV, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b)S | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS Not Applicable | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
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 S | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.00% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
| CUSIP No. 884453101 | Page 3 of 9 Pages |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) MIRELF IV US Investments AIV, LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) £ (b) S | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 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 S | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.00% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
| CUSIP No. 884453101 | Page 4 of 9 Pages |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) MIRELF IV US Investments II AIV, LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b)S | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
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 S | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.00% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
| CUSIP No. 884453101 | Page 5 of 9 Pages |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) MIRELF IV TPGI, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b)S | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
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 S | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.00% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
| CUSIP No. 884453101 | Page 6 of 9 Pages |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) MIRELF IV TPGI II, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b)S | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
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 S | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.00% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
| CUSIP No. 884453101 | Page 7 of 9 Pages |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Ronald M. Dickerman | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b)S | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS Not Applicable | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
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 S | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.00% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
This Amendment No. 2 to Schedule 13D amends and supplements and constitutes the Final Amendment to the Schedule 13D filed on June 21, 2012 (as amended and supplemented from time to time, the “Schedule 13D”) by MIRELF IV TPGI, LLC (“MIRELF IV TPGI”), MIRELF IV TPGI II, LLC (“MIRELF IV TPGI II”), MIRELF IV US Investments AIV LP (“US Investments AIV”), MIRELF IV US Investments II AIV LP (“US Investments II AIV”), Madison International Holdings IV, LLC (“Holdings”) and Ronald M. Dickerman (“Mr. Dickerman” and, together with MIRELF IV TPGI, MIRELF IV TPGI II, US Investments AIV, US Investments II AIV and Holdings, the “Reporting Persons”), with respect to the common stock, par value $0.01 per share (“Common Stock”), of Thomas Properties Group, Inc. (the “Issuer”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D. Except as herein amended or supplemented, all other information in the Schedule 13D is as set forth therein.
This Schedule 13D is hereby amended as follows:
On December 19, 2013, the Issuer and Parkway Property, Inc. (“Parent”) completed the merger transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 4, 2013, by and among Parent, Parkway Properties LP, PKY Masters, LP, the Issuer and Thomas Properties Group, L.P.. As a result of such transactions, all of the shares of Common Stock held by each of the Reporting Persons were converted into the right to receive 0.3822 shares of common stock, par value $0.001 per share, of Parent and the Reporting Persons ceased to own beneficially any shares of Common Stock.
The information on the cover pages of this Schedule 13D is hereby incorporated by reference.
Signature
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated this 30th day of January, 2014
| MIRELF IV US INVESTMENTS AIV LP | MIRELF IV US INVESTMENTS II AIV LP | |||
| By: | Madison International Holdings IV, LLC, | By: | Madison International Holdings IV, LLC, | |
| its general partner | its general partner | |||
| By: | /s/ Ronald Dickerman | By: | /s/ Ronald Dickerman | |
| Ronald Dickerman, Managing Member | Ronald Dickerman, managing member | |||
| MIRELF IV TPGI, LLC | MIRELF IV TPGI II, LLC | |||
| By: | MIRELF IV US Investments AIV LP, | By: | MIRELF IV US Investments II AIV LP, | |
| its managing member | its managing member | |||
| By: | Madison International Holdings IV, LLC, | By: | Madison International Holdings IV, LLC, | |
| its general partner | its general partner | |||
| By: | /s/ Ronald Dickerman | By: | /s/ Ronald Dickerman | |
| Ronald Dickerman, managing member | Ronald Dickerman, managing member | |||
| MADISON INTERNATIONAL HOLDINGS IV, LLC | RONALD DICKERMAN | |||
| By: | /s/ Ronald Dickerman | /s/ Ronald Dickerman | ||
| Ronald Dickerman, managing member | ||||