SCHEDULE 13D
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CUSIP No.: 035290105
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Page 2 of 14 Pages
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1.
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Names of Reporting Persons.
SAMSTOCK/SIT, L.L.C.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
WC, OO
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5. |
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
[ ]
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6. | Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
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7.
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Sole Voting Power
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0
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8.
|
Shared Voting Power
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3,647,147
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9.
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Sole Dispositive Power
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0
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||
10.
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Shared Dispositive Power
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3,647,147
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||
11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,647,147
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12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
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13.
|
Percent of Class Represented by Amount in Row (11)
11.1% (1)
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14.
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Type of Reporting Person:
OO
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(1)
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Based on 32,969,473 Shares (as defined herein) outststanding on July 21, 2015, as reported by the Issuer on its Form 10-Q for the period ended July 3, 2015.
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SCHEDULE 13D
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CUSIP No.: 035290105
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Page 3 of 14 Pages
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1.
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Names of Reporting Persons.
SAMSTOCK/ALPHA, L.L.C.
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2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
|
|||
3.
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SEC Use Only
|
|||
4.
|
Source of Funds (See Instructions)
WC, OO
|
|||
5. |
Check 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
|
55,587
|
||
9.
|
Sole Dispositive Power
|
0
|
||
10.
|
Shared Dispositive Power
|
55,587
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
55,587
|
|||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
|||
13.
|
Percent of Class Represented by Amount in Row (11)
0.2% (1)
|
|||
14.
|
Type of Reporting Person:
OO
|
(1)
|
Based on 32,969,473 Shares outststanding on July 21, 2015, as reported by the Issuer on its Form 10-Q for the period ended July 3, 2015.
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SCHEDULE 13D
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CUSIP No.: 035290105
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Page 4 of 14 Pages
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1.
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Names of Reporting Persons.
SAMSTOCK/ZFT, L.L.C.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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|||
3.
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SEC Use Only
|
|||
4.
|
Source of Funds (See Instructions)
WC, OO
|
|||
5. |
Check 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
|
55,588
|
||
9.
|
Sole Dispositive Power
|
0
|
||
10.
|
Shared Dispositive Power
|
55,588
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
55,588
|
|||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
|||
13.
|
Percent of Class Represented by Amount in Row (11)
0.2% (1)
|
|||
14.
|
Type of Reporting Person:
OO
|
(1)
|
Based on 32,969,473 Shares outststanding on July 21, 2015, as reported by the Issuer on its Form 10-Q for the period ended July 3, 2015.
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SCHEDULE 13D
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CUSIP No.: 035290105
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Page 5 of 14 Pages
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1.
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Names of Reporting Persons.
SZ INTERVIVOS QTIP TRUST
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3.
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SEC Use Only
|
|||
4.
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Source of Funds (See Instructions)
WC, OO
|
|||
5. |
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
[ ]
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6. | Citizenship or Place of Organization
Illinois
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Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
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7.
|
Sole Voting Power
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0
|
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8.
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Shared Voting Power
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28,700
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9.
|
Sole Dispositive Power
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0
|
||
10.
|
Shared Dispositive Power
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28,700
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
28,700
|
|||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
|||
13.
|
Percent of Class Represented by Amount in Row (11)
0.1% (1)
|
|||
14.
|
Type of Reporting Person:
OO
|
(1)
|
Based on 32,969,473 Shares outststanding on July 21, 2015, as reported by the Issuer on its Form 10-Q for the period ended July 3, 2015.
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SCHEDULE 13D
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CUSIP No.: 035290105
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Page 6 of 14 Pages
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1.
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Names of Reporting Persons.
CHAI TRUST COMPANY, LLC
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
|
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3.
|
SEC Use Only
|
|||
4.
|
Source of Funds (See Instructions)
WC, OO
|
|||
5. |
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
[ ]
|
|||
6. | Citizenship or Place of Organization
Illinois
|
|||
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
|
7.
|
Sole Voting Power
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0
|
|
8.
|
Shared Voting Power
|
3,787,022
|
||
9.
|
Sole Dispositive Power
|
0
|
||
10.
|
Shared Dispositive Power
|
3,787,022
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,787,022
|
|||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
|||
13.
|
Percent of Class Represented by Amount in Row (11)
11.5% (1)
|
|||
14.
|
Type of Reporting Person:
OO
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(1)
|
Based on 32,969,473 Shares outstanding on July 21, 2015, as reported by the Issuer on its Form 10-Q for the period ended July 3, 2015.
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SCHEDULE 13D
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CUSIP No.: 035290105
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Page 7 of 14 Pages
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Item 1.
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Security and Issuer
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Item 2.
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Identity and Background.
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·
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Samuel Zell: Chairman and Chief Executive Officer of Equity Group Investments (“EGI”), a division of Chai Trust.
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·
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William C. Pate: Vice President; Managing Director of EGI.
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·
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Philip Tinkler: Vice President and Treasurer; Chief Financial Officer and Chief Operating Officer of EGI.
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·
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Jon Wasserman: Vice President and Secretary; Chief Legal Officer of EGI.
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·
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James Bunegar: Chief Operating Officer, Compliance Officer, Vice President, Assistant Trust Officer and Treasurer of Chai Trust. Mr. Bunegar is also the Vice President - Taxes of EGI.
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·
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Thomas P. Heneghan: Senior Managing Director of Chai Trust. Mr. Heneghan is the Chief Executive Officer of Equity International, a private equity firm.
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·
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Robert M. Levin: Senior Trust Officer and a Senior Managing Director of Chai Trust. Mr. Levin is also a partner in the law firm Levin, Schreder & Carey, Ltd., whose business address is 120 North LaSalle Street, Suite 3800, Chicago, Illinois 60602.
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·
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Philip G. Tinkler: Chief Financial Officer of Chai Trust; Chief Financial Officer and Chief Operating Officer of EGI.
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·
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Jon Wasserman: President and Senior Managing Director of Chai Trust; Chief Legal Officer of EGI.
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·
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Kellie Zell: Senior Managing Director of Chai Trust. Ms. Zell is a homemaker.
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·
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JoAnn Zell: Senior Managing Director of Chai Trust. Ms. Zell is a physician.
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·
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Matthew Zell: Senior Managing Director of Chai Trust. Mr. Zell is a school teacher.
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SCHEDULE 13D
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CUSIP No.: 035290105
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Page 8 of 14 Pages
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Item 4.
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Purpose of the Transaction.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Item 7.
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Material to be Filed as Exhibits.
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Exhibit A:
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Amended and Restated Joint Filing Agreement dated as of August 13, 2015
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Exhibit B:
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Purchase Agreement dated as of August 11, 2015
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SCHEDULE 13D
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CUSIP No.: 035290105
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Page 9 of 14 Pages
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SAMSTOCK/SIT, L.L.C. | |||
SAMSTOCK/ALPHA, L.L.C. | |||
SAMSTOCK/ZFT, L.L.C.
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Each By:
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/s/ PHILIP G. TINKLER | |
Name: | Philip G. Tinkler | ||
Title: | Vice President | ||
SZ INTERVIVOS QTIP TRUST
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By: | CHAI TRUST COMPANY, LLC, its trustee |
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By:
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/s/ PHILIP G. TINKLER | |
Name: | Philip G. Tinkler | ||
Title: | Chief Financial Officer | ||
CHAI TRUST COMPANY, LLC
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By:
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/s/ PHILIP G. TINKLER | |
Name: | Philip G. Tinkler | ||
Title: | Chief Financial Officer | ||
SCHEDULE 13D
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CUSIP No.: 035290105
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Page 10 of 14 Pages
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SAMSTOCK/SIT, L.L.C. | |||
SAMSTOCK/ALPHA, L.L.C. | |||
SAMSTOCK/ZFT, L.L.C.
|
|||
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Each By:
|
/s/ PHILIP G. TINKLER | |
Name: | Philip G. Tinkler | ||
Title: | Vice President | ||
SZ INTERVIVOS QTIP TRUST
|
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By: | CHAI TRUST COMPANY, LLC, its trustee |
||
|
By:
|
/s/ PHILIP G. TINKLER | |
Name: | Philip G. Tinkler | ||
Title: | Chief Financial Officer | ||
CHAI TRUST COMPANY, LLC
|
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By:
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/s/ PHILIP G. TINKLER | |
Name: | Philip G. Tinkler | ||
Title: | Chief Financial Officer | ||
SCHEDULE 13D
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CUSIP No.: 035290105
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Page 11 of 14 Pages
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SCHEDULE 13D
|
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CUSIP No.: 035290105
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Page 12 of 14 Pages
|
SCHEDULE 13D
|
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CUSIP No.: 035290105
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Page 13 of 14 Pages
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SCHEDULE 13D
|
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CUSIP No.: 035290105
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Page 14 of 14 Pages
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SELLER: | PURCHASER: | |||
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Samstock/SIT, L.L.C.
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Samstock/SZRT, L.L.C.
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By:
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/s/ JAMES G. BUNEGAR |
By:
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/s/ PHILIP G. TINKLER | |||
James G. Bunegar | Philip G. Tinkler | |||||
Vice President | Vice President |