UNITED
STATES
SECURITIES
EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 4)*
AMERICAN LAND LEASE,
INC.
(Name of
Issuer)
Common Stock, $.01 par value per
share
(Title of
Class of Securities)
027118108
(CUSIP
Number)
December
31,
2008
(Date of
Event which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
[ X ] Rule
13d-1(b)
[ ] Rule
13d-1(c)
[ ] Rule
13d-1(d)
* 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 the
disclosures provided in a prior cover page.
The
information required in 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).
Continued
on following pages
Page 1 of
14 Pages
Exhibit Index: Page 13
SCHEDULE
13G
|
CUSIP
No.: 027118108
|
Page 2
of 14 Pages
|
|
1.
|
Names
of Reporting Persons
.
CLIFFWOOD PARTNERS
LLC
I.R.S.
Identification Nos. of above persons (entities only):
95-4648555
|
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a)
[X]
(b)
[ ]
|
|
3.
|
SEC
Use Only
|
|
4.
|
Citizenship
or Place of Organization
Delaware
|
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With
|
5.
|
Sole
Voting Power
|
0
|
|
6.
|
Shared
Voting Power
|
279,200
|
|
7.
|
Sole
Dispositive Power
|
0
|
|
8.
|
Shared
Dispositive Power
|
279,200
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
279,200
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
3.52%
based on 7,938,000 shares outstanding as of November 7,
2008.
|
|
12.
|
Type
of Reporting Person:
IA
|
SCHEDULE
13G
|
CUSIP
No.: 027118108
|
Page 3
of 14 Pages
|
|
1.
|
Names
of Reporting Persons
.
CLIFFWOOD VALUE
EQUITY FUND, L.P.
I.R.S.
Identification Nos. of above persons (entities only):
95-4817104
|
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a)
[X]
(b)
[ ]
|
|
3.
|
SEC
Use Only
|
|
4.
|
Citizenship
or Place of Organization
Delaware
|
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With
|
5.
|
Sole
Voting Power
|
0
|
|
6.
|
Shared
Voting Power
|
279,200
|
|
7.
|
Sole
Dispositive Power
|
0
|
|
8.
|
Shared
Dispositive Power
|
279,200
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
279,200
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
3.52%
based on 7,938,000 shares outstanding as of November 7,
2008.
|
|
12.
|
Type
of Reporting Person:
PN
|
SCHEDULE
13G
|
CUSIP
No.: 027118108
|
Page 4
of 14 Pages
|
|
1.
|
Names
of Reporting Persons
.
CLIFFWOOD VALUE PLUS
FUND, L.P.
I.R.S.
Identification Nos. of above persons (entities only):
20-4368661
|
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a)
[X]
(b)
[ ]
|
|
3.
|
SEC
Use Only
|
|
4.
|
Citizenship
or Place of Organization
Delaware
|
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With
|
5.
|
Sole
Voting Power
|
0
|
|
6.
|
Shared
Voting Power
|
279,200
|
|
7.
|
Sole
Dispositive Power
|
0
|
|
8.
|
Shared
Dispositive Power
|
279,200
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
279,200
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
3.52%
based on 7,938,000 shares outstanding as of November 7,
2008.
|
|
12.
|
Type
of Reporting Person:
PN
|
SCHEDULE
13G
|
CUSIP
No.: 027118108
|
Page 5
of 14 Pages
|
|
1.
|
Names
of Reporting Persons
.
CLIFFWOOD ABSOLUTE
RETURN STRATEGY, LTD.
I.R.S.
Identification Nos. of above persons (entities only):
N/A
|
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a)
[X]
(b)
[ ]
|
|
3.
|
SEC
Use Only
|
|
4.
|
Citizenship
or Place of Organization
Cayman
Islands, British West Indies
|
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With
|
5.
|
Sole
Voting Power
|
0
|
|
6.
|
Shared
Voting Power
|
279,200
|
|
7.
|
Sole
Dispositive Power
|
0
|
|
8.
|
Shared
Dispositive Power
|
279,200
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
279,200
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
3.52%
based on 7,938,000 shares outstanding as of November 7,
2008.
|
|
12.
|
Type
of Reporting Person:
OO
|
SCHEDULE
13G
|
CUSIP
No.: 027118108
|
Page 6
of 14 Pages
|
|
1.
|
Names
of Reporting Persons
.
CLIFFWOOD ABSOLUTE
RETURN STRATEGY, L.P.
I.R.S.
Identification Nos. of above persons (entities only):
95-4789951
|
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a)
[X]
(b)
[ ]
|
|
3.
|
SEC
Use Only
|
|
4.
|
Citizenship
or Place of Organization
Delaware
|
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With
|
5.
|
Sole
Voting Power
|
0
|
|
6.
|
Shared
Voting Power
|
279,200
|
|
7.
|
Sole
Dispositive Power
|
0
|
|
8.
|
Shared
Dispositive Power
|
279,200
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
279,200
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
3.52%
based on 7,938,000 shares outstanding as of November 7,
2008.
|
|
12.
|
Type
of Reporting Person:
PN
|
SCHEDULE
13G
|
CUSIP
No.: 027118108
|
Page 7
of 14 Pages
|
|
1.
|
Names
of Reporting Persons
.
CLIFFWOOD VALUE
EQUITY / WB FUND, L.P.
I.R.S.
Identification Nos. of above persons (entities only):
20-3036834
|
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a)
[X]
(b)
[ ]
|
|
3.
|
SEC
Use Only
|
|
4.
|
Citizenship
or Place of Organization
Delaware
|
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With
|
5.
|
Sole
Voting Power
|
0
|
|
6.
|
Shared
Voting Power
|
279,200
|
|
7.
|
Sole
Dispositive Power
|
0
|
|
8.
|
Shared
Dispositive Power
|
279,200
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
279,200
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
3.52%
based on 7,938,000 shares outstanding as of November 7,
2008.
|
|
12.
|
Type
of Reporting Person:
PN
|
|
Item
1(a).
|
Name
of Issuer:
|
American
Land Lease, Inc. (the “Issuer”)
|
Item
1(b).
|
Address
of Issuer’s Principal Executive
Offices:
|
29399
U.S. Hwy 19 North
Suite
320
Clearwater,
Florida 33761
|
Item
2(a).
|
Name
of Person Filing
|
This
Statement is filed on behalf of each of the following persons (collectively, the
“Reporting Persons”):
i) Cliffwood
Partners LLC (“Cliffwood Partners”);
ii) Cliffwood
Value Equity Fund, L.P. (“Cliffwood Value Equity Fund”);
iii)
Cliffwood Value Plus Fund, L.P. (“Cliffwood Value Plus Fund”);
iv) Cliffwood
Absolute Return Strategy, Ltd. (“Cliffwood Absolute Return Strategy
(Cayman)”);
v) Cliffwood
Absolute Return Strategy, L.P. (“Cliffwood Absolute Return Strategy”);
and
vi) Cliffwood
Value Equity / WB Fund, L.P. (“Cliffwood Value Equity / WB Fund”).
This
Statement relates to Shares (as defined herein) that were held for the accounts
of Cliffwood Value Equity Fund, Cliffwood Value Plus Fund, Cliffwood Absolute
Return Strategy (Cayman), Cliffwood Absolute Return Strategy, Cliffwood Value
Equity / WB Fund, Oregon Public Employees’ Retirement Fund, Swarthmore College,
The Common Fund and Guggenheim Trust Company. Cliffwood Partners
serves as the general partner for each of Cliffwood Value Equity Fund, Cliffwood
Value Plus Fund, Cliffwood Absolute Return Strategy (Cayman), Cliffwood Absolute
Return Strategy and Cliffwood Value Equity / WB Fund.
Cliffwood
Partners also serves as the investment manager to each of Cliffwood Value Equity
Fund, Cliffwood Value Plus Fund, Cliffwood Absolute Return Strategy (Cayman),
Cliffwood Absolute Return Strategy, Cliffwood Value Equity / WB Fund, Oregon
Public Employees’ Retirement Fund, Swarthmore College, The Common Fund and
Guggenheim Trust Company. In such capacities, Cliffwood Partners may
be deemed to have voting and dispositive power over the shares held for the
accounts of each of Cliffwood Value Equity Fund, Cliffwood Value Plus Fund,
Cliffwood Absolute Return Strategy (Cayman), Cliffwood Absolute Return Strategy,
Cliffwood Value Equity / WB Fund, Oregon Public Employees’ Retirement Fund,
Swarthmore College, The Common Fund and Guggenheim Trust Company.
|
Item
2(b).
|
Address
of Principal Business Office or, if None,
Residence
|
The
address of the principal business office of each of Cliffwood Partners,
Cliffwood Value Equity Fund, Cliffwood Value Plus Fund, Cliffwood Absolute
Return Strategy and Cliffwood Value Equity / WB Fund is 11726 San Vicente
Boulevard, Suite 600, Los Angeles, California 90049. The address of
the principal business office of Cliffwood Absolute Return Strategy (Cayman) is
c/o CITCO Fund Services (Cayman Islands) Limited, P.O. Box 31106 SMB, Regatta
Office Park, West Bay Road, Grand Cayman, Cayman Islands.
i) Cliffwood
Partners is a Delaware limited liability company;
ii) Cliffwood
Value Equity Fund is a Delaware limited partnership;
iii) Cliffwood
Value Plus Fund is a Delaware limited partnership;
iv) Cliffwood
Absolute Return Strategy (Cayman) is a Cayman Islands exempted
company;
v) Cliffwood
Absolute Return Strategy is a Delaware limited partnership; and
vi)
Cliffwood Value Equity / WB Fund is a Delaware limited partnership.
|
Item
2(d).
|
Title
of Class of Securities:
|
Common
Stock, $.01 par value per share (the “Shares”)
027118108
|
Item
3.
|
If
This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c),
Check Whether the Person Filing is
a:
|
|
(a)
|
[ ]
|
Broker
or dealer registered under Section 15 of the Exchange
Act;
|
|
(b)
|
[ ]
|
Bank
as defined in Section 3(a)(6) of the Exchange Act;
|
|
(c)
|
[ ]
|
Insurance
company as defined in Section 3(a)(19) of the Exchange
Act;
|
|
(d)
|
[ ]
|
Investment
company registered under Section 8 of the Investment Company
Act;
|
|
(e)
|
[X]
|
An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
|
|
(f)
|
[ ]
|
An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
|
|
(g)
|
[ ]
|
A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
|
|
(h)
|
[ ]
|
A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act;
|
|
(i)
|
[ ]
|
A
church plan that is excluded from the definition of an investment company
under
Section
3(c)(14) of the Investment Company Act;
|
|
(j)
|
[ ]
|
A
non-U.S. institution in accordance with Rule
13d-1(b)(1)(ii)(J);
|
|
(k)
|
[ ]
|
Group,
in accordance with Rule
13d-1(b)(1)(ii)(K).
|
Cliffwood
Partners LLC
Cliffwood
Value Equity Fund, L.P.
Cliffwood
Value Plus Fund, L.P.
Cliffwood
Absolute Return Strategy, Ltd.
Cliffwood
Absolute Return Strategy, L.P.
Cliffwood
Value Equity / WB Fund, L.P.
Oregon
Public Employees’ Retirement Fund
Swarthmore
College
The
Common Fund
Guggenheim
Trust Company
|
Item
4.(a)
|
Amount Beneficially
Owned:
|
As of
December 31, 2008, Cliffwood Value Equity Fund, L.P. beneficially owns 95,400
Shares; Cliffwood Value Plus Fund, L.P. beneficially owns 0 Shares; Cliffwood
Absolute Return Strategy, Ltd. beneficially owns 0 Shares; Cliffwood Absolute
Return Strategy, L.P. beneficially owns 0 Shares; Cliffwood Value Equity / WB
Fund, L.P. beneficially owns 0 Shares; Oregon Public Employees’ Retirement Fund
beneficially owns 111,900 Shares (through an account managed by Cliffwood
Partners LLC); Swarthmore College beneficially owns 9,400 Shares (through an
account managed by Cliffwood Partners LLC); The Common Fund beneficially owns 0
Shares; and Guggenheim Trust Company beneficially owns 62,500 Shares (through an
account managed by Cliffwood Partners LLC).
|
Item
4.(b)
|
Percent of
Class:
|
Approximately
3.52% of the total number of Shares outstanding (based upon the information
provided by the Issuer in its most recently filed quarterly report on Form 10-Q,
there were approximately 7,938,000 shares outstanding as of November 7,
2008).
|
Item
4.(c)
|
The
sole power to vote or direct the vote of the entire shareholding and the
sole power to dispose of or direct the disposal of the entire shareholding
has been delegated to Cliffwood Partners LLC for each of Cliffwood Value
Equity Fund, L.P., Cliffwood Value Plus Fund, L.P., Cliffwood Absolute
Return Strategy, Ltd., Cliffwood Absolute Return Strategy, L.P., Cliffwood
Value Equity / WB Fund, L.P., Oregon Public Employees’ Retirement Fund’s
managed account, Swarthmore College’s managed account, The Common Fund’s
managed account and Guggenheim Trust Company’s managed
account.
|
|
Item
5.
|
Ownership
of Five Percent or Less of a Class:
|
If this
statement is being filed to report the fact that as of the date hereof
the Reporting Persons have ceased to be the beneficial owner of more than
five percent of the class of securities, check the following
x
.
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person:
|
Not
applicable.
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding
Company:
|
Not
applicable.
|
Item
8.
|
Identification
and Classification of Members of the
Group:
|
Not
applicable.
|
Item
9.
|
Notice
of Dissolution of Group:
|
Not
applicable.
By
signing below each of the Reporting Persons certify that, to the best of their
knowledge and belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or
effect.
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.
|
|
|
February 17, 2009
|
|
|
|
Date
|
|
|
|
|
|
|
|
/s/ Carl B. Tash
|
|
|
|
Carl
B. Tash, CEO
|
|
|
|
|
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CLIFFWOOD
PARTNERS LLC
|
|
|
|
|
|
|
|
/s/ Carl B. Tash
|
|
|
|
Carl
B. Tash, CEO
|
|
|
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CLIFFWOOD
VALUE EQUITY FUND, L.P.
|
|
|
|
By:
Cliffwood Partners LLC, its general partner
|
|
|
|
|
|
|
|
/s/ Carl B. Tash
|
|
|
|
Carl
B. Tash, CEO
|
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CLIFFWOOD
VALUE PLUS FUND, L.P.
|
|
|
|
By:
Cliffwood Partners LLC, its general partner
|
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|
|
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|
/s/ Carl B. Tash
|
|
|
|
Carl
B. Tash, CEO
|
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CLIFFWOOD
ABSOLUTE RETURN STRATEGY, LTD.
|
|
|
|
By:
Cliffwood Partners LLC, as investment manager
|
|
|
|
|
|
|
|
/s/ Carl B. Tash
|
|
|
|
Carl
B. Tash, CEO
|
|
|
|
|
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CLIFFWOOD
ABSOLUTE RETURN STRATEGY, L.P.
|
|
|
|
By:
Cliffwood Partners LLC, its general partner
|
|
|
|
|
|
|
|
/s/ Carl B. Tash
|
|
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|
Carl
B. Tash, CEO
|
|
|
|
|
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CLIFFWOOD
VALUE EQUITY / WB FUND, L.P.
|
|
|
|
By:
Cliffwood Partners LLC, its general partner
|
|
|
|
|
|
|
|
/s/ Carl B. Tash
|
|
|
|
Carl
B. Tash, CEO
|
|
|
EXHIBIT
INDEX
|
Ex.
|
|
Page No.
|
|
A
|
Joint
Filing Agreement, dated February 17, 2009 by and among the Reporting
Persons
|
14
|
Exhibit
A
Joint Filing
Agreement
The
undersigned hereby agree that the statement on Schedule 13G with respect to the
Common Stock of American Land Lease, Inc., dated as of February 17, 2009 is, and
any amendments thereto signed by each of the undersigned shall be, filed on
behalf of each of us pursuant to and in accordance with the provisions of Rule
13d-1(k) under the Securities Exchange Act of 1934, as
amended.
|
Date:
February 17, 2009
|
|
|
|
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CLIFFWOOD
PARTNERS LLC
|
|
|
|
|
/s/ Carl
B. Tash
|
|
|
|
|
Carl
B. Tash, CEO
|
|
|
|
|
|
|
|
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CLIFFWOOD
VALUE EQUITY FUND, L.P.
|
|
|
|
|
By:
Cliffwood Partners LLC, its general partner
|
|
|
|
|
/s/ Carl
B. Tash
|
|
|
|
|
Carl
B. Tash, CEO
|
|
|
|
|
|
|
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CLIFFWOOD
VALUE PLUS FUND, L.P.
|
|
|
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By:
Cliffwood Partners LLC, its general partner
|
|
|
|
|
/s/ Carl
B. Tash
|
|
|
|
|
Carl
B. Tash, CEO
|
|
|
|
|
|
|
|
|
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CLIFFWOOD ABSOLUTE
RETURN STRATEGY, LTD.
|
|
|
|
|
By:
Cliffwood Partners LLC, as investment manager
|
|
|
|
|
/s/ Carl
B. Tash
|
|
|
|
|
Carl
B. Tash, CEO
|
|
|
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CLIFFWOOD ABSOLUTE
RETURN STRATEGY, L.P.
|
|
|
|
|
By:
Cliffwood Partners LLC, its general partner
|
|
|
|
|
/s/ Carl
B. Tash
|
|
|
|
|
Carl
B. Tash, CEO
|
|
|
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CLIFFWOOD
VALUE EQUITY / WB FUND, L.P.
|
|
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|
By:
Cliffwood Partners LLC, its general partner
|
|
|
|
|
/s/ Carl
B. Tash
|
|
|
|
|
Carl
B. Tash, CEO
|
|
|
|
|
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