Schedule 13D Amendment No. 23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

 

 

Under the Securities Exchange Act of 1934

(Amendment No. 23)*

 

 

 

 

Saul Centers, Inc.


(Name of Issuer)

 

 

Common Stock, $.01 par value per share


(Title of Class of Securities)

 

 

804395 10 1


(CUSIP Number)

 

 

William F Anhut, Jr.

7501 Wisconsin Avenue, Suite 1500

Bethesda, Maryland 20814

(301) 986-6108


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

 

 

July 29, 2005


(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  ¨.

 

* 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).


        Page 2 of 27 Pages

 

CUSIP NO. 804395 10 1   13D    

 

  1.  

NAMES OF REPORTING PERSONS

 

            B. Francis Saul II

   
  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  ¨

   
  3.  

SEC USE ONLY

 

   
  4.  

SOURCE OF FUNDS

 

            SC, 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

 

            United States of America

   

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7.    SOLE VOTING POWER (See Item 6)

 

                24,092


  8.    SHARED VOTING POWER (See Item 6)

 

                6,744,222


  9.    SOLE DISPOSITIVE POWER (See Item 6)

 

                24,092


10.    SHARED DISPOSITIVE POWER (See Item 6)

 

                6,744,222

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            6,768,313

   
12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

¨

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

            40.8%

   
14.  

TYPE OF REPORTING PERSON

 

            IN

   

 

 


        Page 3 of 27 Pages

 

CUSIP NO. 804395 10 1   13D    

 

  1.  

NAMES OF REPORTING PERSONS

 

            B. F. Saul Property Company (formerly Franklin Property Company)

   
  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  ¨

   
  3.  

SEC USE ONLY

 

   
  4.  

SOURCE OF FUNDS

 

            SC

   
  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

  ¨
  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

            Maryland

   

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7.    SOLE VOTING POWER (See Item 6)

 

                241,641


  8.    SHARED VOTING POWER (See Item 6)

 

                0


  9.    SOLE DISPOSITIVE POWER (See Item 6)

 

                241,641


10.    SHARED DISPOSITIVE POWER (See Item 6)

 

                0

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            241,641

   
12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

¨

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

            1.5%

   
14.  

TYPE OF REPORTING PERSON

 

            CO

   

 

 


        Page 4 of 27 Pages

 

CUSIP NO. 804395 10 1   13D    

 

  1.  

NAMES OF REPORTING PERSONS

 

            Westminster Investing Corporation

   
  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  ¨

   
  3.  

SEC USE ONLY

 

   
  4.  

SOURCE OF FUNDS

 

            SC

   
  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

  ¨
  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

            New York

   

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7.    SOLE VOTING POWER (See Item 6)

 

                385,431


  8.    SHARED VOTING POWER (See Item 6)

 

                0


  9.    SOLE DISPOSITIVE POWER (See Item 6)

 

                385,431


10.    SHARED DISPOSITIVE POWER (See Item 6)

 

                0

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            385,431

   
12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

¨

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

            2.3%

   
14.  

TYPE OF REPORTING PERSON

 

            CO

   

 

 


        Page 5 of 27 Pages

 

CUSIP NO. 804395 10 1   13D    

 

  1.  

NAMES OF REPORTING PERSONS

 

            Van Ness Square Corporation

   
  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  ¨

   
  3.  

SEC USE ONLY

 

   
  4.  

SOURCE OF FUNDS

 

            SC

   
  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

  ¨
  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

            Maryland

   

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7.    SOLE VOTING POWER (See Item 6)

 

                7,078


  8.    SHARED VOTING POWER (See Item 6)

 

                0


  9.    SOLE DISPOSITIVE POWER (See Item 6)

 

                7,078


10.    SHARED DISPOSITIVE POWER (See Item 6)

 

                0

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            7,078

   
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

 

            CO

   

 

 


        Page 6 of 27 Pages

 

CUSIP NO. 804395 10 1   13D    

 

  1.  

NAMES OF REPORTING PERSONS

 

            B.F. Saul Company

   
  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  ¨

   
  3.  

SEC USE ONLY

 

   
  4.  

SOURCE OF FUNDS

 

            SC, WC

   
  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

  ¨
  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

            District of Columbia

   

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7.    SOLE VOTING POWER (See Item 6)

 

                212,443


  8.    SHARED VOTING POWER (See Item 6)

 

                4,708,158


  9.    SOLE DISPOSITIVE POWER (See Item 6)

 

                212,443


10.    SHARED DISPOSITIVE POWER (See Item 6)

 

                4,708,158

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            4,920,599

   
12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

¨

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

            29.7%

   
14.  

TYPE OF REPORTING PERSON

 

            CO

   

 

 


        Page 7 of 27 Pages

 

CUSIP NO. 804395 10 1   13D    

 

  1.  

NAMES OF REPORTING PERSONS

 

            B.F. Saul Real Estate Investment Trust

   
  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  ¨

   
  3.  

SEC USE ONLY

 

   
  4.  

SOURCE OF FUNDS

 

            SC, WC

   
  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

  ¨
  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

            Maryland

   

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7.    SOLE VOTING POWER (See Item 6)

 

                4,138,277


  8.    SHARED VOTING POWER (See Item 6)

 

                328,239


  9.    SOLE DISPOSITIVE POWER (See Item 6)

 

                4,138,277


10.    SHARED DISPOSITIVE POWER (See Item 6)

 

                328,239

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            4,466,515

   
12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

¨

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

            26.9%

   
14.  

TYPE OF REPORTING PERSON

 

            OO

   

 

 


        Page 8 of 27 Pages

 

CUSIP NO. 804395 10 1   13D    

 

  1.  

NAMES OF REPORTING PERSONS

 

            Avenel Executive Park Phase II, L.L.C.

   
  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  ¨

   
  3.  

SEC USE ONLY

 

   
  4.  

SOURCE OF FUNDS

 

            SC

   
  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

  ¨
  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

            Maryland

   

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7.    SOLE VOTING POWER (See Item 6)

 

                126


  8.    SHARED VOTING POWER (See Item 6)

 

                0


  9.    SOLE DISPOSITIVE POWER (See Item 6)

 

                126


10.    SHARED DISPOSITIVE POWER (See Item 6)

 

                0

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            126

   
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

 

            OO

   

 

 


        Page 9 of 27 Pages

 

CUSIP NO. 804395 10 1   13D    

 

  1.  

NAMES OF REPORTING PERSONS

 

            Dearborn, L.L.C.

   
  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  ¨

   
  3.  

SEC USE ONLY

 

   
  4.  

SOURCE OF FUNDS

 

            SC

   
  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 (See Item 6)

 

                328,112


  8.    SHARED VOTING POWER (See Item 6)

 

                0


  9.    SOLE DISPOSITIVE POWER (See Item 6)

 

                328,112


10.    SHARED DISPOSITIVE POWER (See Item 6)

 

                0

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            328,112

   
12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

¨

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

            2.0%

   
14.  

TYPE OF REPORTING PERSON

 

            OO

   

 

 


        Page 10 of 27 Pages

 

AMENDMENT NO. 23

TO

SCHEDULE 13D

 

ITEM 1. Security and Issuer.

 

This statement on Schedule 13D, as amended from time to time (the “Schedule 13D”) is being filed with respect to the Common Stock, par value $.01 per share (the “Common Stock”) of Saul Centers, Inc., a Maryland corporation (“Saul Centers”), whose principal executive offices are located at 7501 Wisconsin Avenue, Suite 1500, Bethesda, Maryland 20814.

 

ITEM 2. Identity and Background.

 

Item 2 is amended in its entirety to read as follows:

 

This statement is filed by (1) B. Francis Saul II, (2) B. F. Saul Property Company (formerly Franklin Property Company), (3) Westminster Investing Corporation, (4) Van Ness Square Corporation, (5) B. F. Saul Company (the “Saul Company”), (6) B. F. Saul Real Estate Investment Trust (the “Saul Trust”), (7) Avenel Executive Park Phase II, L.L.C. and (8) Dearborn, L.L.C., all or some of whom may be considered a group for the purposes of Rule 13d-1. B.F. Saul Property Company, Westminster Investing Corporation, Van Ness Square Corporation, the Saul Company, the Saul Trust, Avenel Executive Park Phase II, L.L.C. and Dearborn, L.L.C are hereinafter referred to collectively as the “Saul Entities.”

 

B. Francis Saul II is Chairman of the Board, a Director and Chief Executive Officer of (i) Saul Centers, (ii) the Saul Company, (iii) the Saul Trust, and (iv) Chevy Chase Bank, F.S.B. (“Chevy Chase”). The business address for Mr. Saul, Saul Centers, Saul Company, the Saul Trust and Chevy Chase is 7501 Wisconsin Avenue, Bethesda, Maryland 20814. The principal business of each of the foregoing entities (except for Chevy Chase, which is a federally chartered savings bank) is the development, ownership and management of real estate, directly or through subsidiary entities. The Saul Company is a corporation organized and existing under the laws of the District of Columbia. The Saul Trust, a real estate investment trust organized and existing under Maryland law, is a majority owned subsidiary of the Saul Company. Chevy Chase is a majority owned subsidiary of the Saul Trust.

 

B. F. Saul Property Company, a Maryland corporation, and a wholly owned subsidiary of the Saul Company, is a company principally engaged in real estate management.

 

Westminster Investing Corporation, a New York corporation, is a company formerly engaged in the ownership and development of real estate and currently principally engaged in the ownership of equity interests in affiliated entities.


        Page 11 of 27 Pages

 

Van Ness Square Corporation, a Maryland corporation, is a company formerly engaged in the ownership and development of real estate and currently principally engaged in the ownership of equity interests in affiliated entities.

 

Avenel Executive Park Phase II, L.L.C., a Maryland limited liability company, is a company engaged in the ownership of equity interests in affiliated entities. The Saul Trust is the sole member of Avenel Executive Park Phase II, L.L.C.

 

Dearborn, L.L.C., a Delaware limited liability company, is a company engaged in the ownership and development of real estate and the ownership of equity interests in affiliated entities. The Saul Trust is the sole member of Dearborn, L.L.C.

 

The address of the principal business and principal office of each of the Saul Entities is 7501 Wisconsin Avenue, Bethesda, Maryland 20814.

 

Information about the directors and/or executive officers of each of the Saul Entities is set forth in the following tables. B. Francis Saul II is ultimately in control of each of the Saul Entities.

 

B. F. Saul Property Company

 

Name1


 

Position with Company and Present

Principal Occupation if Different


B. Francis Saul III   Chairman of the Board and President; Vice Chairman, Chevy Chase Bank, F.S.B., President and Director, Saul Centers, Inc.
Ross E. Heasley   Vice President and Director; Vice President and Assistant Secretary, Saul Centers, Inc.
Thomas H. McCormick   Senior Vice President and Director; Executive Vice President and General Counsel, Chevy Chase Bank, F.S.B.; Senior Vice President and General Counsel, Saul Centers, Inc.
Jessica L. Parker   Secretary and Director; Group Vice President, Chevy Chase Bank, F.S.B.
Laurence Millspaugh   Senior Vice President – Acquisition and Development; Senior Vice President – Acquisition and Development, Saul Centers, Inc.

1 The business address of each person is 7501 Wisconsin Avenue, Bethesda, Maryland 20814.


        Page 12 of 27 Pages

 

Steven N. Corey   Senior Vice President – Office Leasing
Henry C. Parrish III   Senior Vice President
Mark G. Carrier   Senior Vice President
Kenneth D. Shoop   Treasurer and Vice President
James P. Sprouse   Vice President
Merle F. Sustersich   Vice President
Bryon S. Barlow   Vice President – Office Management
Enio P. Guerra   Vice President
Barbara I. Reifsnider   Vice President
Alison B. Rubin   Vice President
Kenneth F. Kovach   Vice President
Donald A. Hachey   Vice President
Mark A. Hardy   Vice President
Mary Lou Mayer   Vice President
David B. Newcome   Vice President
Daniel A. Rigaux   Vice President

 

Westminster Investing Corporation

 

Name2


 

Position with Company and Present

Principal Occupation if Different


B. Francis Saul II   Chairman of the Board and President; Chairman of the Board and Chief Executive Officer, Saul Centers, Inc. and Chevy Chase Bank, F.S.B.
B. Francis Saul III   Executive Vice President and Director; Vice Chairman, Chevy Chase Bank, F.S.B.; President and Director, Saul Centers, Inc.

2 The business address of each person is 7501 Wisconsin Avenue, Bethesda, Maryland 20814 unless otherwise indicated.


        Page 13 of 27 Pages

 

George M. Rogers, Jr.3   Director; Senior Counsel, Pillsbury Winthrop Shaw Pittman LLP.; Director, Chevy Chase Bank, F.S.B.
Ross E. Heasley   Vice President and Treasurer; Vice President and Assistant Secretary, Saul Centers, Inc.
Merle F. Sustersich   Secretary
Patrick T. Connors   Vice President

 

Van Ness Square Corporation

 

Name4


 

Position with Company and Present

Principal Occupation if Different


B. Francis Saul II   Chairman; Chairman of the Board and Chief Executive Officer, Saul Centers, Inc. and Chevy Chase Bank, F.S.B.
B. Francis Saul III   President, Secretary and Director; Vice Chairman, Chevy Chase Bank, F.S.B.; President and Director, Saul Centers, Inc.
William F. Anhut, Jr.   Vice President, Treasurer and Director; Vice President, Saul Centers, Inc.

 

B. F. Saul Company

 

Name5


 

Position with Company and Present

Principal Occupation if Different


B. Francis Saul II   Chairman of the Board and President; Chairman of the Board and Chief Executive Officer, Saul Centers, Inc. and Chevy Chase Bank, F.S.B.
B. Francis Saul III   Executive Vice President and Director; Vice Chairman, Chevy Chase Bank, F.S.B.

3 Mr. Rogers’ business address is Pillsbury Winthrop Shaw Pittman LLP, 2300 N Street, N.W., Washington, D.C. 20037.
4 The business address of each person is 7501 Wisconsin Avenue, Bethesda, Maryland 20814 unless otherwise indicated.
5 The business address of each person is 7501 Wisconsin Avenue, Bethesda, Maryland 20814.


        Page 14 of 27 Pages

 

Thomas H. McCormick   General Counsel, Senior Vice President and Director; Executive Vice President and General Counsel, Chevy Chase Bank, F.S.B.; Senior Vice President and General Counsel, Saul Centers, Inc.
George M. Rogers, Jr.6   Director; Senior Counsel, Pillsbury Winthrop Shaw Pittman LLP; Director, Chevy Chase Bank, F.S.B.
John R. Whitmore7   Director; Senior Advisor to The Bessemer Group, Inc.; Director, Saul Centers, Inc.; Director, Chevy Chase Bank, F.S.B.
Stephen R. Halpin, Jr.   Senior Vice President and Chief Financial Officer; Executive Vice President and Chief Financial Officer, Chevy Chase Bank, F.S.B.
Mark G. Carrier   Senior Vice President
Patrick T. Connors   Senior Vice President
Steven N. Corey   Senior Vice President – Office Leasing
William Hoy   Senior Vice President — Construction
Laurence Millspaugh   Senior Vice President – Acquisition and Development; Senior Vice President – Acquisition and Development, Saul Centers, Inc.
Jessica L. Parker   Assistant Vice President and Secretary; Group Vice President, Chevy Chase Bank, F.S.B.
Robert Adler   Vice President
Scott G. Armstrong   Vice President
Bryon S. Barlow   Vice President – Office Management
Steven W. Brand   Vice President
Joan E. Cerimele   Vice President
Steve Coe   Vice President

6 Mr. Rogers’ business address is Pillsbury Winthrop Shaw Pittman LLP, 2300 N Street, N.W., Washington, D.C. 20037.
7 Mr. Whitmore’s business address is The Bessemer Group, Incorporated, 630 Fifth Avenue, New York, New York 10111.


        Page 15 of 27 Pages

 

Tricia Culpepper   Vice President; Vice President, Saul Centers, Inc.
Clyde R. Dismukes   Vice President
Deborah D. Gault   Vice President
Enio P. Guerra   Vice President
Donald A. Hachey   Vice President
Craig J. Hamilton   Vice President
Mark A. Hardy   Vice President
Burke F. Hayes   Vice President
Ross E. Heasley   Vice President; Vice President and Assistant Secretary, Saul Centers, Inc.
Kenneth F. Kovach   Vice President
David J. Makarsky   Vice President
David B. Newcome   Vice President
Henry C. Parrish III   Vice President
Victoria A. Perkins   Vice President
Barbara C. Phillips   Vice President; Vice President, Saul Centers, Inc.
Henry Ravenel, Jr.   Vice President; Vice President, Saul Centers, Inc.
Barbara I. Reifsnider   Vice President
Daniel A. Rigaux   Vice President
Mark L. Rigsby   Vice President
Alison B. Rubin   Vice President
Sandra A. Seely   Vice President
Kenneth D. Shoop   Vice President and Treasurer; Vice President and Chief Accounting Officer, Saul Centers, Inc.
John A. Spain   Vice President
James P. Sprouse   Vice President
Merle F. Sustersich   Vice President


        Page 16 of 27 Pages

 

B. F. Saul Real Estate Investment Trust

 

Name8


 

Position with Company and Present

Principal Occupation if Different


B. Francis Saul II   Trustee and Chairman; Chairman of the Board and Chief Executive Officer, Saul Centers, Inc. and Chevy Chase Bank, F.S.B.
Gilbert M. Grosvenor9   Trustee; Chairman of the Board of Trustees, National Geographic Society; Director, Saul Centers, Inc.; Director, Chevy Chase Bank, F.S.B.
George M. Rogers, Jr.10   Trustee; Senior Counsel, Pillsbury Winthrop Shaw Pittman LLP.; Director, Chevy Chase Bank, F.S.B.
John R. Whitmore11   Trustee; Senior Advisor to The Bessemer Group, Inc.; Director, Saul Centers, Inc.; Director, Chevy Chase Bank, F.S.B.
Philip D. Caraci   Trustee; Vice Chairman, Saul Centers, Inc.
B. Francis Saul III   Trustee, Senior Vice President and Secretary; Vice Chairman, Chevy Chase Bank, F.S.B.; President and Director, Saul Centers, Inc.
Stephen R. Halpin, Jr.   Vice President and Chief Financial Officer; Executive Vice President and Chief Financial Officer, Chevy Chase Bank, F.S.B.
Thomas H. McCormick   Vice President and General Counsel; Executive Vice President and General Counsel, Chevy Chase Bank, F.S.B.; Senior Vice President and General Counsel, Saul Centers, Inc.

8 The business address of each person is 7501 Wisconsin Avenue, Bethesda, Maryland 20814 unless otherwise indicated.
9 Mr. Grosvenor’s business address is National Geographic Society, 17th and M Streets, N.W., Washington, D.C. 20009.
10 Mr. Rogers’ business address is Pillsbury Winthrop Shaw Pittman LLP, 2300 N Street, N.W., Washington, D.C. 20037
11 Mr. Whitmore’s business address is The Bessemer Group, Incorporated, 630 Fifth Avenue, New York, New York 10111.


        Page 17 of 27 Pages

 

Kenneth D. Shoop   Vice President, Treasurer and Chief Accounting Officer; Vice President and Chief Accounting Officer, Saul Centers, Inc.
Bryon S. Barlow   Vice President
Patrick T. Connors   Vice President
Ross E. Heasley   Vice President; Vice President and Assistant Secretary, Saul Centers, Inc.
Henry Ravenel, Jr.   Vice President; Vice President, Saul Centers, Inc.
Laurence Millspaugh   Vice President; Senior Vice President – Acquisition and Development, Saul Centers, Inc.
Mark G. Carrier   Vice President
Steven N. Corey   Vice President
Henry C. Parrish III   Vice President
John A. Spain   Vice President
Merle F. Sustersich   Vice President

 

Avenel Executive Park Phase II, L.L.C.

 

Name12


 

Position with Company and Present

Principal Occupation if Different


B. Francis Saul III   President; Vice Chairman, Chevy Chase Bank, F.S.B.; President and Director, Saul Centers, Inc.
Kenneth D. Shoop   Vice President and Treasurer; Vice President and Chief Accounting Officer, Saul Centers, Inc.
Ross E. Heasley   Vice President; Vice President and Assistant Secretary, Saul Centers, Inc.
Patrick T. Connors   Vice President
Merle F. Sustersich   Secretary

12 The business address of each person is 7501 Wisconsin Avenue, Bethesda, Maryland 20814.


        Page 18 of 27 Pages

 

Dearborn, L.L.C.

 

Name13


 

Position with Company and Present

Principal Occupation if Different


B. Francis Saul II   Chief Executive Officer; Chairman of the Board and Chief Executive Officer, Saul Centers, Inc. and Chevy Chase Bank, F.S.B.
B. Francis Saul III   President; Vice Chairman, Chevy Chase Bank, F.S.B.; President and Director, Saul Centers, Inc.
Ross E. Heasley   Vice President; Vice President and Assistant Secretary, Saul Centers, Inc.
Kenneth D. Shoop   Vice President and Treasurer; Vice President and Chief Accounting Officer, Saul Centers, Inc.
Patrick T. Connors   Vice President
Henry C. Parrish III   Vice President
Merle F. Sustersich   Secretary

 

None of the persons filing this statement has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years from the date of this Amendment. To the best of the knowledge and belief of the Saul Entities, none of the directors and/or executive officers of the Saul Entities has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years from the date of this Amendment.

 

None of the persons filing this statement 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 during the last five years from the date of this Amendment.

 

To the best of the knowledge and belief of the Saul Entities, none of the directors and/or executive officers of the Saul Entities was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such

 


13 The business address of each person is 7501 Wisconsin Avenue, Bethesda, Maryland 20814.


        Page 19 of 27 Pages

 

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 violations with respect to such laws during the last five years from the date of this Amendment.

 

All individuals named in this Schedule 13D are citizens of the United States of America.

 

ITEM 3. Source and Amount of Funds or Other Consideration.

 

Item 3 is amended in its entirety to read as follows:

 

Saul Centers instituted a Dividend Reinvestment and Stock Purchase Plan in December 1995 (the “DRIP”) through which holders of Common Stock and holders of limited partnership interests in Saul Holdings Limited Partnership may choose to have some or all of their cash dividends or cash distributions automatically reinvested in shares of Common Stock. Since the filing of Amendment Number 22 to this Schedule 13D, Saul Centers has issued Common Stock pursuant to the DRIP on January 31, 2005, April 29, 2005 and July 29, 2005. The Saul Trust, B. F. Saul Property Company, Van Ness Square Corporation, Westminster Investing Corporation, Avenel Executive Park Phase II, L.L.C., Dearborn, L.L.C. and Saul Company all participated in the DRIP and, consequently, were issued additional shares of Common Stock in lieu of receiving cash payments. The total amount reinvested and the number of shares acquired by such entities are as follows:

 

Saul Trust

 

Date of DRIP Reinvestment


   Amount reinvested

   Price per share

   Number of shares
purchased


January 31, 2005

   $ 2,022,386.85    $ 32.398    62,423.201

April 29, 2005

   $ 2,517,040.67    $ 32.495    77,459.322

July 29, 2005

   $ 1,637,447.28    $ 36.666    44,658.465

 

B. F. Saul Property Company

 

Date of DRIP Reinvestment


   Amount reinvested

   Price per share

   Number of shares
purchased


January 31, 2005

   $ 90,041.35    $ 32.398    2,779.226

April 29, 2005

   $ 174,799.88    $ 32.495    5,379.285

July 29, 2005

   $ 95,613.51    $ 36.666    2,607.689

 

Van Ness Square Corporation

 

Date of DRIP Reinvestment


   Amount reinvested

   Price per share

   Number of shares
purchased


January 31, 2005

   $ 42.63    $ 32.398    1.316

April 29, 2005

   $ 223,933.69    $ 32.495    6,891.328

July 29, 2005

   $ 2,800.78    $ 36.666    76.386


        Page 20 of 27 Pages

 

Westminster Investing Corporation

 

Date of DRIP Reinvestment


   Amount reinvested

   Price per share

   Number of shares
purchased


April 29, 2005

   $ 235,330.44    $ 32.495    7,242.051

July 29, 2005

   $ 152,508.82    $ 36.666    4,159.407

 

Avenel Executive Park Phase II, L.L.C.

 

Date of DRIP Reinvestment


   Amount reinvested

   Price per share

   Number of shares
purchased


April 29, 2005

   $ 4,061.88    $ 32.495    125.000

July 29, 2005

   $ 50.00    $ 36.666    1.364

 

Dearborn, L.L.C.

 

Date of DRIP Reinvestment


   Amount reinvested

   Price per share

   Number of shares
purchased


January 31, 2005

   $ 115,662.76    $ 32.398    3,570.059

April 29, 2005

   $ 793,860.94    $ 32.495    24,430.249

July 29, 2005

   $ 129,828.59    $ 36.666    3,540.844

 

Saul Company

 

Date of DRIP Reinvestment


   Amount reinvested

   Price per share

   Number of shares
purchased


January 31, 2005

   $ 80,023.24    $ 32.398    2,470.006

April 29, 2005

   $ 80,986.54    $ 32.495    2,492.277

July 29, 2005

   $ 84,060.03    $ 36.666    2,292.588

 

B. F. Saul Company Employees’ Profit Sharing Retirement Trust

 

The B. F. Saul Company Employees’ Profit Sharing Retirement Trust (the “Plan”) is a profit sharing retirement plan for the benefit of the employees of the Saul Company, its subsidiaries and other participating companies that invests its assets for the benefit of the employees of such companies. The Plan is intended to qualify under Section 401(a) of the Internal Revenue Code and is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The Plan is administered by three trustees: B. Francis Saul II, Alexander R.M. Boyle and Stephen R. Halpin, Jr. Because B. Francis Saul II shares the power to vote and to dispose of the shares of Common Stock acquired by the Plan, the acquisition of such shares is being reported in this Schedule 13D. B. Francis Saul II disclaims beneficial ownership of the shares held by the Plan that exceed his pecuniary interest in the Plan.

 

The Plan participated in the DRIP and reinvested the following amounts for shares of Common Stock:

 

Date of DRIP Reinvestment


   Amount reinvested

   Price per share

   Number of shares
purchased


January 31, 2005

   $ 514,424.04    $ 32.398    15,878.265

April 29, 2005

   $ 520,616.56    $ 32.495    16,021.436

July 29, 2005

   $ 540,374.28    $ 36.666    14,737.748


        Page 21 of 27 Pages

 

Beginning in 1999, pursuant to a Deferred Compensation Plan for Directors, 100 shares of Common Stock were awarded annually as additional compensation to each person serving on the Board of Directors of Saul Centers as of the record date for the annual meeting of stockholders. In April 2004, the shareholders of Saul Centers approved the adoption of the 2004 Stock Plan and, as a result, the Board of Directors of Saul Centers terminated the Deferred Compensation Plan for Directors. In its place, pursuant to the 2004 Stock Plan, in 2004 and each following year the Board of Directors approved an annual award of 200 shares of Common Stock to each person serving on the Board of Directors of Saul Centers as of the record date for the annual meeting of stockholders. B. Francis Saul II has elected to participate in the DRIP with respect to these shares. The total amount reinvested and the number of shares acquired by B. Francis Saul II is as follows:

 

B. Francis Saul II

 

Date of DRIP Reinvestment


   Amount reinvested

   Price per share

   Number of shares
purchased


January 31, 2005

   $ 329.80    $ 32.398    10.180

April 29, 2005

   $ 333.77    $ 32.495    10.271

July 29, 2005

   $ 426.44    $ 36.666    11.630

 

In addition, Mrs. Patricia E. Saul, the wife of B. Francis Saul II, has participated in the DRIP. The additional shares of Common Stock issued pursuant to the DRIP to Mrs. Patricia E. Saul are being reported in this Schedule 13D because B. Francis Saul II, by reason of his possible influence over his wife, has or might be deemed to have sole or shared voting and dispositive power over such shares. Mr. Saul disclaims beneficial ownership of all shares held by Mrs. Patricia E. Saul.

 

The amounts reinvested and the number of shares issued pursuant to the DRIP are listed below:

 

Patricia E. Saul (Mrs.)

 

Date of DRIP Reinvestment


   Amount reinvested

   Price per share

   Number of shares
purchased


January 31, 2005

   $ 24,649.49    $ 32.398    760.834

April 29, 2005

   $ 24,946.21    $ 32.495    767.694

July 29, 2005

   $ 25,892.93    $ 36.666    706.184

 

ITEM 4. Purpose of Transaction.

 

Item 4 is amended in its entirety to read as follows:

 

The purpose of the acquisition of shares of Common Stock by the Saul Entities, the Plan, the Trusts (as defined in Item 5(b) below), B. Francis Saul II and Patricia E. Saul is investment. The Saul Entities, the Plan, the Trusts, B. Francis Saul II and Patricia E. Saul may purchase additional shares of Common Stock from time to time for the purpose of investment, subject to ownership limitations set forth in the Articles of Incorporation, as amended, of Saul Centers.


        Page 22 of 27 Pages

 

ITEM 5. Interest in Securities of the Issuer.

 

    Item 5 is amended in its entirety to read as follows:

 

a. The number and percentage of Common Shares beneficially owned by the reporting persons are set forth in the following table:

 

Reporting Person


  

Number of Shares

Beneficially Owned


   

Percentage

Of Class (%)


B. Francis Saul II

   6,768,313 (1)   40.8

B. F. Saul Company

   4,920,599 (2)   29.7

B. F. Saul Real Estate Investment Trust

   4,466,515 (3)   26.9

Westminster Investing Corp.

   385,431     2.3

Avenel Executive Park Phase II, L.L.C.

   126     0.0

Dearborn, L.L.C.

   328,112     2.0

B. F. Saul Property Company

   241,641     1.5

Van Ness Square Corporation

   7,078     0.0

(1) Includes all of the shares of Common Stock acquired by the Saul Entities, the Plan, the Trusts and Mrs. Patricia E. Saul. B. Francis Saul II owns 1,078 shares of Common Stock directly. Pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended, the shares of Common Stock described above are considered to be beneficially owned by Mr. Saul because he has or may be deemed to have sole or shared voting and/or investment power in respect thereof. Mr. Saul disclaims beneficial ownership of 23,014 shares held by the Trusts, 65,439 shares held by Mrs. Patricia E. Saul, and certain shares held by the Plan that exceed his pecuniary interest in the Plan.
(2) Includes all of the shares of Common Stock acquired by B. F. Saul Property Company, the Saul Trust, Avenel Executive Park Phase II, L.L.C. and Dearborn, L.L.C. B. F. Saul Company owns 212,443 shares of Common Stock directly. Pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended, the shares of Common Stock described above are considered to be beneficially owned by the Saul Company because it has or may be deemed to have sole or shared voting and/or investment power in respect thereof.
(3) Includes all of the shares of Common Stock acquired by Avenel Executive Park Phase II, L.L.C. and Dearborn, L.L.C. The Saul Trust owns 4,138,277 shares of Common Stock directly. Pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended, the shares of Common Stock described above are considered to be beneficially owned by the Saul Trust because it has or may be deemed to have sole or shared voting and/or investment power in respect thereof.

 

The number of Common Shares beneficially owned collectively by the reporting persons and other affiliates of B. Francis Saul II excludes 5,252,383 units of limited partnership interest in Saul Holdings Limited Partnership, a Delaware limited partnership (the “Partnership”), which units, in general, are convertible into shares of Common Stock on a one-for-one basis. However, under the terms of the limited partnership agreement of the Partnership, at the current time, these 5,252,383 units may not be converted into shares of


        Page 23 of 27 Pages

 

Common Stock because such conversion would cause the reporting persons and other affiliates of Mr. Saul to beneficially own collectively greater than 24.9% of the outstanding shares of Common Stock.

 

b. The Saul Entities have the sole power to vote or to direct the vote and to dispose or to direct the disposition of the shares of Common Stock directly owned by each. The Saul Company shares the power to vote or to direct the vote and to dispose or to direct the disposition of shares of Common Stock owned by the Saul Trust, B. F. Saul Property Company, Avenel Executive Park Phase II, L.L.C. and Dearborn, L.L.C. The Saul Trust shares the power to vote or to direct the vote and to dispose or to direct the disposition of shares of Common Stock owned by Avenel Executive Park Phase II, L.L.C. and Dearborn, L.L.C. B. Francis Saul II shares the power to vote or to direct the vote and to dispose or to direct the disposition of shares of Common Stock owned by the Saul Entities and the Plan with the other directors, trustees or general partners of the Saul Entities, and the other trustees of the Plan, respectively. The information required by Item 2 with respect to the other directors, trustees and general partners of the Saul Entities is set forth in Item 2 above. The information required by Item 2 with respect to the other Plan trustees is set forth in the following table:

 

Name


  

Principal Occupation


Alexander R. M. Boyle    Vice Chairman, Chevy Chase Bank, F.S.B.
Stephen R. Halpin, Jr.    Executive Vice President and Chief Financial Officer, Chevy Chase Bank, F.S.B.; Vice President and Chief Financial Officer, B. F. Saul Real Estate Investment Trust; Vice President and Chief Financial Officer, B. F. Saul Company

 

The business address of Messrs. Boyle and Halpin is 7501 Wisconsin Avenue, Bethesda, Maryland 20814.

 

B. Francis Saul II, as sole trustee of the Sharon Elizabeth Saul Trust, the Elizabeth Willoughby Saul Trust, the Andrew M. Saul Trust, and the Patricia English Saul Trust (collectively, the “Trusts”), has the sole power to vote and the sole power to direct the disposition of 23,014 shares of Common Stock held by these Trusts. Because of his possible influence over the trustees and beneficiaries of the trusts named below and over his wife, Mrs. Patricia E. Saul, Mr. Saul might be deemed to have shared voting or dispositive power over the shares of Common Stock owned by such trusts and by Mrs. Saul as indicated by the following table:

 

Owner


   Number of Shares

Bank of America, N.A., Trustee FBO Francis

Saul III & Andrew M. Saul II u/a w/B. Francis

Saul II dated 12/30/76

   24,500

Bank of America, N.A., Trustee u/w Andrew M. Saul FBO

Elizabeth W. Saul

   1,000

Trust FBO Elizabeth W. Saul

u/a dated 12/31/70, George M. Rogers, Jr.,

Successor Trustee

   8,621

Trust FBO Andrew M. Saul II

u/a dated 12/31/70, George M. Rogers, Jr.,

Successor Trustee

   6,121

Trust FBO Patricia English Saul

u/a dated 12/15/71, George M. Rogers, Jr.,

Successor Trustee

   8,321

Trust FBO Sharon Elizabeth Saul

u/a dated 12/31/70, George M. Rogers, Jr.,

Successor Trustee

   3,000
Patricia E. Saul (Mrs.)    65,439

 

 


        Page 24 of 27 Pages

 

Because Mr. Saul is not the beneficial owner of the shares held by the trusts listed above, these shares are not included in Mr. Saul’s holdings in Item 5(a) above. However, because Mr. Saul has an indirect pecuniary interest in the shares held by his wife, Mrs. Patricia E. Saul, these shares are included in Mr. Saul’s holdings in Item 5(a) above.

 

The information with respect to the trustees of these trusts and with respect to Mrs. Saul required by Item 2 is as follows.

 

Bank of America, N.A. is a national banking association with its principal business address and the address of its principal office at 1501 Pennsylvania Avenue, N.W., Washington, D.C. 20013.

 

George M. Rogers, Jr. is an attorney at law, whose principal occupation is as a senior counsel in the law firm of Pillsbury Winthrop Shaw Pittman LLP, 2300 N Street, N.W., Washington, D.C. 20037, which is also Mr. Rogers’ business address.

 

Patricia E. Saul is the wife of B. Francis Saul II. She resides at One Quincy Street, Chevy Chase, Maryland 20815. Her principal occupation is that of housewife.

 

To the best of the information and belief of the persons filing this statement, during the past five years from the date of this Amendment, neither Bank of America, N.A., nor Mr. Rogers, nor Mrs. Saul, nor any of the Plan trustees has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding any of them 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. Mr. Rogers, Mrs. Saul and the Plan trustees are citizens of the United States of America.

 

c. Other than as described in Item 3 above, the only transaction known to the persons filing this statement since the filing of Amendment No. 22 to this Schedule 13D was the receipt of B. Francis Saul II of 200 shares of Common Stock pursuant to the 2004 Stock Plan on May 6, 2005. The closing price of the Common Stock on the New York Stock Exchange on May 6, 2005 was $33.22 per share.

 

d. Beneficiaries of the Plan, beneficiaries of the Trusts, and Mrs. Patricia E. Saul have the right to receive dividends from, and the proceeds from the sale of, the shares of Common Stock acquired by the Plan, the Trusts, and Mrs. Saul, respectively. The interest of no such beneficiary, or Mrs. Patricia E. Saul, relates to more than five percent of the Common Stock.

 

e. Not applicable.


        Page 25 of 27 Pages

 

ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

None.

 

ITEM 7. Material to be Filed as Exhibits.

 

Exhibit 1. Joint Filing Agreement dated as of September 6, 2005.


        Page 26 of 27 Pages

 

SIGNATURES

 

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/ B. Francis Saul II


September 6, 2005   B. Francis Saul II
    B. F. SAUL COMPANY
September 6, 2005   By:  

/s/ B. Francis Saul II


        B. Francis Saul II, President
    B. F. SAUL PROPERTY COMPANY
September 6, 2005   By:  

/s/ Ross E. Heasley


        Ross E. Heasley, Vice President
    WESTMINSTER INVESTING CORPORATION
September 6, 2005   By:  

/s/ B. Francis Saul II


       

B. Francis Saul II,

Chairman and President

    VAN NESS SQUARE CORPORATION
September 6, 2005   By:  

/s/ B. Francis Saul II


       

B. Francis Saul II,

Chairman

    AVENEL EXECUTIVE PARK PHASE II, L.L.C.
    By:  

B.F. SAUL REAL ESTATE INVESTMENT TRUST,

its sole member

September 6, 2005   By:  

/s/ B. Francis Saul II


       

B. Francis Saul II,

Chairman


        Page 27 of 27 Pages

 

    DEARBORN, L.L.C.
    By:  

B.F. SAUL REAL ESTATE INVESTMENT TRUST,

its sole member

September 6, 2005   By:  

/s/ B. Francis Saul II


       

B. Francis Saul II,

Chairman

    B. F. SAUL REAL ESTATE INVESTMENT TRUST
September 6, 2005   By:  

/s/ B. Francis Saul II


       

B. Francis Saul II,

Chairman