SECURITIES
AND EXCHANGE COMMISSION
|
||||
WASHINGTON,
DC 20549
|
||||
SCHEDULE
13D
|
||||
(Rule
13d-101)
|
||||
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
|
||||
TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT
TO
|
||||
RULE
13d-2(a)
|
||||
(Amendment
No. __________)*
|
||||
Trustreet
Properties, Inc.
|
||||
(Name
of Issuer)
|
||||
Common
Stock, par value $0.001 per share
|
||||
(Title
of Class of Securities)
|
||||
898404108
|
||||
(CUSIP
Number)
|
||||
John
M. McDonald, Esq.
|
||||
Pillsbury
Winthrop Shaw Pittman LLP
|
||||
2300
N Street, NW
|
||||
Washington,
D.C. 20037
|
||||
(202)
663-8000
|
||||
(Name,
Address and Telephone Number of Person
|
||||
Authorized
to Receive Notices and Communications)
|
||||
December
31, 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 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.
|
||||
(Continued
on following pages)
|
||||
|
||||
CUSIP
No. 898404108
|
13D
|
Page
2 of 13 Pages
|
||||
1
|
NAME
OF REPORTING PERSONS
|
|||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||||||
James
M. Seneff, Jr.
|
||||||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
|
||||
(SEE
INSTRUCTIONS)
|
(b)
o
|
|||||
3
|
SEC
USE ONLY
|
|||||
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
|
|||||
OO,
AF
|
||||||
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR
2(e)
|
o
|
||||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|||||
United
States
|
||||||
7
|
SOLE
VOTING POWER
|
|||||
NUMBER
OF
|
916,868
|
|||||
SHARES
|
8
|
SHARED
VOTING POWER
|
||||
BENEFICIALLY
|
||||||
OWNED
BY
|
4,140,933
|
|||||
EACH
|
9
|
SOLE
DISPOSITIVE POWER
|
||||
REPORTING
|
||||||
PERSON
|
916,868
|
|||||
WITH
|
10
|
SHARED
DISPOSITIVE POWER
|
||||
4,140,933
|
||||||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||||
5,057,801
|
||||||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
|
|||||
SHARES
(SEE INSTRUCTIONS)
|
o
|
|||||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||||
7.4%
|
||||||
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|||||
IN
|
CUSIP
No. 898404108
|
13D
|
Page
3 of 13 Pages
|
||||
1
|
NAME
OF REPORTING PERSONS
|
|||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||||||
Dayle
L. Seneff
|
||||||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
|
||||
(SEE
INSTRUCTIONS)
|
(b)
o
|
|||||
3
|
SEC
USE ONLY
|
|||||
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
|
|||||
AF
|
||||||
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR
2(e)
|
o
|
||||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|||||
United
States
|
||||||
7
|
SOLE
VOTING POWER
|
|||||
NUMBER
OF
|
-0-
|
|||||
SHARES
|
8
|
SHARED
VOTING POWER
|
||||
BENEFICIALLY
|
||||||
OWNED
BY
|
4,111,839
|
|||||
EACH
|
9
|
SOLE
DISPOSITIVE POWER
|
||||
REPORTING
|
||||||
PERSON
|
-0-
|
|||||
WITH
|
10
|
SHARED
DISPOSITIVE POWER
|
||||
4,111,839
|
||||||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||||
4,111,839
|
||||||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
|
|||||
SHARES
(SEE INSTRUCTIONS)
|
o
|
|||||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||||
6.0%
|
||||||
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|||||
IN
|
CUSIP
No. 898404108
|
13D
|
Page
4 of 13 Pages
|
||||
1
|
NAME
OF REPORTING PERSONS
|
|||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||||||
CNL
Holdings, Inc.
|
||||||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
|
||||
(SEE
INSTRUCTIONS)
|
(b)
o
|
|||||
3
|
SEC
USE ONLY
|
|||||
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
|
|||||
AF
|
||||||
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR
2(e)
|
o
|
||||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|||||
Florida
|
||||||
7
|
SOLE
VOTING POWER
|
|||||
NUMBER
OF
|
-0-
|
|||||
SHARES
|
8
|
SHARED
VOTING POWER
|
||||
BENEFICIALLY
|
||||||
OWNED
BY
|
4,111,839
|
|||||
EACH
|
9
|
SOLE
DISPOSITIVE POWER
|
||||
REPORTING
|
||||||
PERSON
|
-0-
|
|||||
WITH
|
10
|
SHARED
DISPOSITIVE POWER
|
||||
4,111,839
|
||||||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||||
4,111,839
|
||||||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
|
|||||
SHARES
(SEE INSTRUCTIONS)
|
o
|
|||||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||||
6.0%
|
||||||
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|||||
HC
|
CUSIP
No. 898404108
|
13D
|
Page
5 of 13 Pages
|
||||
1
|
NAME
OF REPORTING PERSONS
|
|||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||||||
CNL
Financial Group, Inc.
|
||||||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
|
||||
(SEE
INSTRUCTIONS)
|
(b)
o
|
|||||
3
|
SEC
USE ONLY
|
|||||
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
|
|||||
OO
|
||||||
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR
2(e)
|
o
|
||||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|||||
Florida
|
||||||
7
|
SOLE
VOTING POWER
|
|||||
NUMBER
OF
|
-0-
|
|||||
SHARES
|
8
|
SHARED
VOTING POWER
|
||||
BENEFICIALLY
|
||||||
OWNED
BY
|
4,111,839
|
|||||
EACH
|
9
|
SOLE
DISPOSITIVE POWER
|
||||
REPORTING
|
||||||
PERSON
|
-0-
|
|||||
WITH
|
10
|
SHARED
DISPOSITIVE POWER
|
||||
4,111,839
|
||||||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||||
4,111,839
|
||||||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
|
|||||
SHARES
(SEE INSTRUCTIONS)
|
o
|
|||||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||||
6.0%
|
||||||
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|||||
CO
|
(a)
|
The
names of the filing persons are:
|
James
M. Seneff, Jr. (“Mr. Seneff”)
|
Dayle
L. Seneff (“Mrs. Seneff”)
|
(b)
|
The
business address for Mr. Seneff, Mrs. Seneff, Mr. T. Seneff, Mr.
Mossburg,
Mr. Schmidt and Mr. Bourne is 450 South Orange Avenue, Orlando,
Florida
32801-3336. The principal business and principal offices of CNL
Holdings
and CNL Financial Group are located at the same
address.
|
(c)
|
Mr.
Seneff’s principal occupation is real estate development, finance and
management. Mr. Seneff founded CNL in 1973 and has guided the company's
real estate investment, finance and development activities since
its
formation. Mr. Seneff is a director and Chairman of the Board of
the
Company. Mr. Seneff is also Chairman of the Board of Directors
of the
following public, unlisted real estate investment trusts that are
required
to file reports with the Securities and Exchange Commission: CNL
Hotels
& Resorts. Inc., CNL Retirement Properties, Inc. and CNL Income
Properties, Inc. He is also the Chairman of the Board of Directors
of the
advisors of CNL Retirement Properties, Inc. and CNL Income Properties,
Inc. The address of each of these companies is CNL Center at City
Commons,
450 South Orange Avenue, Orlando, Florida 32801. Mr. Seneff is
also a
director and Chairman of the Board of CNL Securities Corp., a securities
broker-dealer, and Chairman of the Board of CNLBank, a state-chartered
commercial bank. CNL Securities Corp. and CNLBank maintain their
address
at CNL Center at City Commons, 450 South Orange Avenue, Orlando,
Florida
32801.
|
(d)
|
During
the last five years, none of Mr. Seneff, Mrs. Seneff, CNL Holdings,
Mr. T.
Seneff, Mr. Mossburg, Mr. Schmidt, Mr. Bourne or CNL Financial
Group has
been convicted in a criminal proceeding (excluding traffic violations
or
similar misdemeanors).
|
(e)
|
During
the last five years, none of Mr. Seneff, Mrs. Seneff, CNL Holdings,
Mr. T.
Seneff, Mr. Mossburg, Mr. Schmidt, Mr. Bourne or CNL Financial
Group has
been a party to a civil proceeding of a judicial or administrative
body of
competent jurisdiction as a result of which he, it or she 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.
|
(f)
|
Mr.
Seneff, Mrs. Seneff, Mr. T. Seneff, Mr. Mossburg, Mr. Schmidt,
and Mr.
Bourne are citizens of the United
States.
|
On
February 25, 2005, in connection with the merger of CNL Restaurant
Properties, Inc. with and into U.S. Restaurant Properties, Inc.
(the
“Merger”), Mr. Seneff received, directly or indirectly, 3,994,167 shares
of Common Stock and 825,453 shares of the Company’s 7.5% Series C
Redeemable Convertible Preferred Stock (“Series C preferred stock”)
convertible into 1,058,272 shares of Common Stock in exchange for
5,159,097 shares of common stock of CNL Restaurant Properties,
Inc.
beneficially owned by Mr. Seneff. In addition, on February 25,
2005, in
connection with the mergers of the 18 CNL Income Funds with and
into
subsidiaries of the Company’s operating partnership, Mr. Seneff received
148 shares of the Company’s $1.93 Series A Cumulative Convertible
Preferred Stock (“Series A preferred stock”) convertible into 139 shares
of Common Stock, along with cash consideration, in exchange for
limited
partnership interests in certain CNL Income Funds.
The consideration received by Mr. Seneff was identical, on a per
share
basis, to that received by other CNL Restaurant Properties, Inc.
stockholders and limited partners of the applicable CNL Income
Funds.
|
On
February 25, 2005, in connection with the Merger, CNL
Financial Group received 3,250,582 shares of Common Stock and 671,781
shares
of the Company’s Series C preferred stock convertible into 861,257 shares
of Common Stock
in
exchange for 4,198,637 shares of common stock of CNL Restaurant
Properties, Inc. The consideration received by CNL Financial Group,
Inc.
was identical, on a per share basis, to that received by the other
stockholders of CNL Restaurant Properties,
Inc.
|
Each
share of Series C preferred stock is convertible into Common Stock
at any
time at a conversion ratio of 1.28205 shares of Common Stock for
each
share of Series C preferred stock. Each share of Series A preferred
stock
is convertible into Common Stock at any time at a conversion ratio
of
0.9384 shares of Common Stock for each share of Series A preferred
stock.
There is no expiration date for these conversion
rights.
|
On
March 17, 2005 and 2006, Mr. Seneff received grants of 2,516 and
2,707
shares of restricted Common Stock, respectively, as part of his
compensation for serving on the Company’s board of
directors.
|
(c)
|
On
March 17, 2006, Messrs. Seneff and Bourne each received grants
of 2,707
shares of restricted Common Stock as compensation for serving on
the
Company’s board of directors. On March 17, 2006, the closing price of the
Common Stock on the New York Stock Exchange was $15.17 per share.
There
are no transactions that were effected during the last sixty days
by any
of Mr. Seneff, Mrs. Seneff, CNL Holdings, Mr. T. Seneff, Mr. Mossburg,
Mr.
Schmidt, Mr. Bourne, CNL Financial Group, the Partnership or J&R
Investments, Inc. with respect to the Common
Stock.
|
(d)
|
18,056
of the shares reported as beneficially owned by Mr. Seneff are
owned by
the James M. Seneff, Jr. Irrevocable Trust #1, which retains the
power to
direct the receipt of dividends from and the proceeds from the
sale of
such shares, and 8,206 of such shares are owned by the James M.
Seneff,
Jr. Irrevocable Trust #2, which retains the power to direct the
receipt of
dividends from and the proceeds from the sale of such
shares.
|
(e)
|
Not
applicable.
|
Not
applicable.
|
(1)
|
Joint
Acquisition Statement Pursuant to Rule
13d-1(f).
|
SIGNATURE
|
||
After
reasonable inquiry and to the best of my knowledge and belief,
I hereby
certify that the information set forth in this statement is true,
complete
and correct.
|
||
Dated:
August 17, 2006
|
||
/s/
James M. Seneff, Jr.
|
||
James
M. Seneff, Jr.
|
||
SIGNATURE
|
||
After
reasonable inquiry and to the best of my knowledge and belief,
I hereby
certify that the information set forth in this statement is true,
complete
and correct.
|
||
Dated:
August 17, 2006
|
||
/s/
Dayle L. Seneff
|
||
Dayle
L. Seneff
|
||
SIGNATURE
|
||
After
reasonable inquiry and to the best of my knowledge and belief,
I hereby
certify that the information set forth in this statement is true,
complete
and correct.
|
||
Dated:
August 17, 2006
|
||
CNL
Holdings, Inc.
|
||
By:
|
/s/
James M. Seneff, Jr.
|
|
Name:
|
James
M. Seneff, Jr.
|
|
Title:
|
Chairman
of the Board,
Chief
Executive Officer, President and
Director
|
SIGNATURE
|
||
After
reasonable inquiry and to the best of my knowledge and belief,
I hereby
certify that the information set forth in this statement is true,
complete
and correct.
|
||
Dated:
August 17, 2006
|
||
CNL
Financial Group, Inc.
|
||
By:
|
/s/
James M. Seneff, Jr.
|
|
Name:
|
James
M. Seneff, Jr.
|
|
Title:
|
Chairman
of the Board,
Chief
Executive Officer and Sole Director
|
EXHIBIT
1
|
||
Joint
Acquisition Statement Pursuant to Rule
13d-1(k)
|
||
The
undersigned hereby agree that this document shall be filed on behalf
of
each of them.
|
||
/s/
James M. Seneff, Jr.
|
||
James
M. Seneff, Jr.
|
||
/s/
Dayle L. Seneff
|
||
Dayle
L. Seneff
|
||
CNL
Holdings, Inc.
|
||
By:
|
/s/
James M. Seneff, Jr.
|
|
Name:
|
James
M. Seneff, Jr.
|
|
Title:
|
Chairman
of the Board,
|
|
Chief
Executive Officer,
|
||
President
and Director
|
||
CNL
Financial Group, Inc.
|
||
By:
|
/s/
James M. Seneff, Jr.
|
|
Name:
|
James
M. Seneff, Jr.
|
|
Title:
|
Chairman
of the Board,
|
|
Chief
Executive Officer and
|
||
Director
|