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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

CEDAR SHOPPING CENTERS INC.


(Name of Issuer)

Common Stock, par value $0.01 per share


(Title of Class of Securities)

150602209


(Cusip Number)

Equity One, Inc.
1696 Northeast Miami Gardens Drive
North Miami Beach, Florida 33179
(305) 946-1664


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

June 23, 2004


(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

             
CUSIP No. 150602209 Page 2 of 10 Pages

  1. Name of Reporting Person:
EQUITY ONE, INC.
I.R.S. Identification Nos. of above persons (entities only):
[IRS #: 52-1794271]

  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) o  

  3. SEC Use Only:

  4. Source of Funds (See Instructions):
WC, BK

  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

  6. Citizenship or Place of Organization:
MARYLAND

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
1,596,900

8. Shared Voting Power:
-0-

9. Sole Dispositive Power:
1,596,900

10.Shared Dispositive Power:
-0-

  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,596,900

  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o

  13.Percent of Class Represented by Amount in Row (11):
9.7%

  14.Type of Reporting Person (See Instructions):
CO


 

CUSIP No. 150602209   SCHEDULE 13D   Page 3 of 10 Pages

ITEM 1. SECURITY AND ISSUER.

     This statement relates to the common stock, par value $0.01 per share (the "Common Stock”), issued by Cedar Shopping Centers Inc., a Maryland corporation (the “Company”), whose principal executive offices are located at 44 South Bayles Avenue, Port Washington, New York 11050.

ITEM 2. IDENTITY AND BACKGROUND.

     (a) This statement is filed on behalf of Equity One, Inc., a Maryland corporation (hereinafter sometimes referred to herein as “Equity One” or the "Reporting Person”).

     Approximately 42% of the common stock of the Reporting Person is owned by the following stockholders:

 
Stockholder:

 
Chaim Katzman
Gazit-Globe (1982), Ltd.
M.G.N. (USA), Inc.
Silver Maple (2001), Inc.
Ficus, Inc.
MGN America, Inc.
Gazit (1995), Inc.

     All of the directors and executive officers of the Reporting Person are set forth on Schedule A attached hereto, which schedule is incorporated herein by reference.

     The place of organization, principal business and address of principal business and principal office of each of the business entities named above is set forth on Schedule B attached hereto, which schedule is incorporated herein by reference.

     (b) The address of the principal business and principal office of the Reporting Person is 1696 N.E. Miami Gardens Drive, North Miami Beach, Florida 39179.

     The address of each of the directors and executive officers of the Reporting Person, including Chaim Katzman, is set forth on Schedule A attached hereto, which schedule is incorporated herein by reference.

     (c) The principal business of the Reporting Person is the acquisition, renovation, development and management of community and neighborhood shopping centers located predominantly in high growth markets.

     The principal occupation of each of the directors and executive officers of the Reporting Person, including Chaim Katzman, is set forth on Schedule A attached hereto, which schedule is incorporated herein by reference.

 


 

CUSIP No. 150602209   SCHEDULE 13D   Page 4 of 10 Pages

     (d) None of the persons referred to in paragraph (a) above has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

     (e) None of the persons referred to in paragraph (a) above has, during the last five years, been 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.

     (f) The citizenship of each of the directors and executive officers of the Reporting Person, including Chaim Katzman, is set forth on Schedule A attached hereto, which schedule is incorporated herein by reference.

ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION.

     The net investment cost (including commissions, if any) of the Common Stock beneficially owned by the Reporting Person is $18,286,759. The shares of Common Stock purchased by the Reporting Person were purchased with the working capital of the Reporting Person and from proceeds of its $340,000,000 unsecured revolving credit facility with a syndicate of banks for which Wells Fargo Bank, National Association is the sole lead arranger and administrative agent.

     Certain shares of Common Stock beneficially owned by the Reporting Person are held in margin accounts. Such margin accounts are maintained at SouthTrust Securities, Inc., and may from time to time have debit balances. Currently, the interest rate charged on such margin accounts is approximately 2.75% per annum.

ITEM 4. PURPOSE OF THE TRANSACTION.

     The purpose of the acquisition of the shares of the Common Stock by the Reporting Person was for investment. The shares may be disposed of at any time. In addition, subject to the ownership limitations imposed by the Company’s charter and prevailing market conditions, the Reporting Person may acquire additional or dispose of shares of Common Stock.

     The Reporting Person has no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (b) through (j), inclusive, of Item 4 of Schedule 13D. The Reporting Person may, at any time and from time to time, review or reconsider its position with respect to the Company, and formulate plans or proposals with respect to any of such matters, but has no present intention of doing so.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

     (a) The approximate aggregate percentage of Common Stock reported beneficially owned by the Reporting Person is based on 16,456,011 shares outstanding, which is the total number of shares of Common Stock outstanding as of May 13, 2004, as reflected in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “Commission”) for the fiscal quarter ended March 31, 2004.

 


 

CUSIP No. 150602209   SCHEDULE 13D   Page 5 of 10 Pages

     As of the close of business on July 1, 2004, the Reporting Person beneficially owned 1,596,900 shares of Common Stock, constituting approximately 9.7% of the shares of Common Stock outstanding.

     (b) The Reporting Person has the power to vote all of the shares of Common Stock and to dispose of all of the shares of Common Stock beneficially owned by it.

     (c) The trading dates, number of shares purchased and price per share for all transactions in the Common Stock from the 60th day prior to July 1, 2004, by the Reporting Person are set forth in Schedule C and were all effected in the over-the-counter market.

     (d) No person other than the Reporting Person is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds of sale of such Common Stock.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

     The Reporting Person does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Company, including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

     Exhibits:

     
10.1
  Credit Agreement, dated February 7, 2003, among the Reporting Person, each of the financial institutions initially a signatory thereto; Commerzbank AG New York and Grand Cayman Branches, Keybank National Association and Southtrust Bank, as Documentary Agents; and Wells Fargo Bank, National Association, as Sole Lead Arranger and Administration Agent, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Reporting Person on February 20, 2003
 
   
10.2
  Amendment No. 1 to Credit Agreement, dated as of March 18, 2004, among the Reporting Person, Wells Fargo Bank, National Association, in its capacity as contractual representatives of the lenders named therein, incorporated to Exhibit 10.1 to the Current Report on Form 8-K filed by the Reporting Person on March 22, 2004

 


 

CUSIP No. 150602209   SCHEDULE 13D   Page 6 of 10 Pages

SIGNATURES

     After reasonable inquiry and to the best knowledge and belief of the undersigned, such person certifies that the information set forth in this Statement with respect to such person is true, complete and correct.

     IN WITNESS WHEREOF, the undersigned has executed this instrument as of the 2nd day of July, 2004.
         
  EQUITY ONE, INC., a Maryland corporation
 
 
  By:   /s/ Chaim Katzman    
    Chaim Katzman   
    Chairman and Chief Executive Officer   

 


 

         
CUSIP No. 150602209   SCHEDULE 13D   Page 7 of 10 Pages

Schedule A

EXECUTIVE OFFICERS AND DIRECTORS

             
Name
  Principal Occupation
  Business Address
  Citizenship
Chaim Katzman
  Chairman of the Board and Chief Executive Officer of Equity One, Inc., Chairman and Chief Executive Officer of Gazit, Inc., Chairman of the Board of Gazit-Globe (1982), Ltd. and Non-Executive Chairman of the Board of First Capital Realty Inc.   Equity One, Inc., 1696 Miami Gardens Drive, North Miami Beach, Florida 33179   United States and Israel
 
           
Doron Valero
  Directors, President and Chief Operating Officer of Equity One, Inc.   Equity One, Inc., 1696 Miami Gardens Drive, North Miami Beach, Florida 33179   United States and Israel
 
           
Howard M. Sipzner 
  Executive Vice President and Chief Financial Officer of Equity One, Inc.   Equity One, Inc., 1696 Miami Gardens Drive, North Miami Beach, Florida 33179.   United States
Arthur L. Gallagher
  General Counsel and Secretary of Equity One, Inc.   Equity One, Inc., 1696 Miami Gardens Drive, North Miami Beach, Florida 33179.   United States
 
           
Alan Merkur
  Vice President and Director of Acquisitions of Equity One, Inc.   Equity One, Inc., 1696 Miami Gardens Drive, North Miami Beach, Florida 33179   United States
 
           
Barbara Miller
  Vice President and Head of Property Management, Florida Region of Equity One, Inc.   Equity One, Inc., 1696 Miami Gardens Drive, North Miami Beach, Florida 33179.   United States
 
           
David Briggs
  Vice President, Chief Accounting Officer and Treasurer of Equity One, Inc.   Equity One, Inc., 1696 Miami Gardens Drive, North Miami Beach, Florida 33179   United States
 
           
Noam Ben-Ozer
  Director of Equity One, Inc.   Equity One, Inc., 1696 Miami Gardens Drive, North Miami Beach, Florida 33179   Israel
 
           
Robert L. Cooney
  Director of Equity One, Inc. and President of Cooney & Co.   Cooney & Co., 936A Beachland Blvd. Ste. 13, Vero Beach, FL 32963   United States
 
           
Patrick L. Flinn
  Director of Equity One, Inc.   Equity One, Inc., 1696 Miami Gardens Drive, North Miami Beach, Florida 33179   United States

 


 

CUSIP No. 150602209   SCHEDULE 13D   Page 8 of 10 Pages
             
Name
  Principal Occupation
  Business Address
  Citizenship
Nathan Hetz
  Director of Equity One, Inc. and Chief Executive Officer, director and principal shareholder of Alony Hetz Properties & Investment, Ltd.   Alony Hetz Properties & Investments, Ltd. Jabotinski 3 Diamond Tower Ramat Gan, Ireael 52520   Israel
 
           
Peter Linneman
  Director of Equity One, Inc., Principal of Linneman Associates and Albert Sussman Professor of Real Estate, Finance and Public Policy at the University of Pennsylvania, Wharton School of Business   Linneman
Associates, 1811
Chestnut Street,
8th Floor,
Philadelphia, PA
19103
  United States
 
           
Shaiy Pilpel
  Director of Equity One, Inc.   Equity One, Inc., 1696 Miami Gardens Drive, North Miami Beach, Florida 33179   Israel
 
           
Dori Segal
  Director of Equity One, Inc., President of Gazit-Globe (1982), Ltd. and Vice Chairman, Chief Executive Officer and President of First Capital Realty Inc.   First Capital Realty Inc., 161 Bay Street, Suite 2820, M5J 2S1, Toronto, Ontario, Canada.   United States and Israel

 


 

CUSIP No. 150602209   SCHEDULE 13D   Page 9 of 10 Pages

Schedule B

Information with respect to certain of the Reporting Person’s Shareholders*

             
        Address of Principal    
        Business and Principal    
Stockholder:
  Organization:
  Office:
  Principal Business
Gazit-Globe (1982), Ltd.
  Israel   1 Derech Hashalom
Tel Aviv, Israel 67892
  Gazit-Globe is engaged in the business of acquiring, renovating, developing and managing real estate projects, both directly and indirectly
 
           
M.G.N. (USA), Inc.
  Nevada   c/o Gazit Group, Inc. 1660 Miami Gardens Drive North Miami Beach Florida, 33179   MGN (USA) is engaged in the business of acquiring, renovating, developing and managing real estate projects, both directly and indirectly. MGN (USA) is a wholly-owned subsidiary of Gazit-Globe.
 
           
Silver Maple (2001), Inc.
  Nevada   c/o Gazit Group, Inc. 1660 Miami Gardens Drive North Miami Beach Florida, 33179   Silver Maple is engaged in the business of acquiring, renovating, developing and managing real estate projects, both directly and indirectly. Silver Maple is a wholly-owned subsidiary of First Capital Realty Inc.**
 
           
Ficus, Inc.
  Delaware   c/o Gazit Group, Inc. 1660 Miami Gardens Drive North Miami Beach Florida, 33179   Ficus is engaged in the business of acquiring, renovating, developing and managing real estate projects, both directly and indirectly. Ficus is a wholly- owned subsidiary of First Capital Realty Inc.**
 
           
MGN America, Inc.
  Nevada   c/o Gazit Group, Inc. 1660 Miami Gardens Drive North Miami Beach Florida, 33179   MGN America is engaged in the business of acquiring, renovating, developing and managing real estate projects, both directly and indirectly. MGN America is a wholly-owned subsidiary of MGN (USA)
 
           
Gazit (1995), Inc.
  Nevada   c/o Gazit Group, Inc. 1660 Miami Gardens Drive North Miami Beach Florida, 33179   Gazit is engaged in the business of acquiring, renovating, developing and managing real estate projects, both directly and indirectly. Gazit is a wholly-owned subsidiary of MGN (USA)


    *Based on information filed by these entities with the Commission on Schedules 13D.
 
    **First Capital Realty Inc. is engaged in the business of acquiring, renovating, developing and managing real estate projects, both directly and indirectly. Ficus and Silver Maple are each indirect, wholly-owned subsidiaries of First Capital. First Capital is an indirect subsidiary of Gazit-Globe (1982), Ltd., and Chaim Katzman is the Non-Executive Chairman of the Board of First Capital.

 


 

CUSIP No. 150602209   SCHEDULE 13D   Page 10f 10 Pages

Schedule C

Transactions in the Common Stock

                 
            Price Per Share
    Number of Shares   (including Commissions,
Date of Transaction
  Purchased (Sold)
  Comissions, if any)
26-May
    100     $ 11.8600  
27-May
    1,100     $ 11.2982  
27-May
    10,000     $ 11.1600  
27-May
    100     $ 11.2750  
27-May
    500     $ 11.2850  
28-May
    40,000     $ 11.1600  
28-May
    40,000     $ 11.1600  
28-May
    34,400     $ 11.1600  
1-Jun
    25,100     $ 11.1600  
1-Jun
    9,900     $ 11.1600  
2-Jun
    7,500     $ 11.1600  
4-Jun
    30,000     $ 11.4600  
4-Jun
    25,000     $ 11.4300  
8-Jun
    60,000     $ 11.3600  
8-Jun
    27,800     $ 11.3600  
9-Jun
    3,400     $ 11.3600  
10-Jun
    5,000     $ 11.4150  
10-Jun
    10,000     $ 11.4100  
10-Jun
    50,000     $ 11.3980  
10-Jun
    60,000     $ 11.4100  
16-Jun
    62,000     $ 11.3900  
18-Jun
    19,800     $ 11.3600  
18-Jun
    40,000     $ 11.4100  
18-Jun
    15,000     $ 11.3600  
22-Jun
    65,000     $ 11.6100  
22-Jun
    35,000     $ 11.6100  
22-Jun
    100,000     $ 11.6100  
23-Jun
    12,200     $ 11.6098  
23-Jun
    80,000     $ 11.5200  
23-Jun
    75,000     $ 11.5300  
23-Jun
    30,000     $ 11.5200  
23-Jun
    45,000     $ 11.5300  
23-Jun
    10,000     $ 11.5200  
23-Jun
    100,000     $ 11.5300  
23-Jun
    8,000     $ 11.5200  
24-Jun
    130,000     $ 11.5052  
24-Jun
    80,000     $ 11.4892  
24-Jun
    80,000     $ 11.4600  
24-Jun
    80,000     $ 11.4600  
24-Jun
    90,000     $ 11.4600