##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 
 Form 10-K/A
 (Amendment No. 1)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the fiscal years ended December 31, 2006
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 Commission File No. 001-32365
 FELDMAN MALL PROPERTIES, INC.
 (Exact name of registrant as specified in its charter)
 Maryland
    
    13-4284187(State or other jurisdiction 
incorporation or organization)
    
    (I.R.S. Employer of
Identification No.)
 1010 Northern Boulevard, Suite 314, Great Neck, NY 11021  (Address of principal executive offices  zip code)
 (516) 684-1239
Registrants telephone number, including area code
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, $.01 par value
    
    New York Stock Exchange
 Securities registered pursuant to Section 12(g) of the Act:
None
 o þ
 o þ
 o þ
 þ o
  o þ o
 o þ
  DOCUMENTS INCORPORATED BY REFERENCE




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##### 



FELDMAN MALL PROPERTIES, INC.
 FORM 10-K
 TABLE OF CONTENTS
 Item
    
    
    
    PageEXPLANATORY NOTE
    
    
    1PART III10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    211.
    
    Executive Compensation
    
    
    612.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    1613.
    
    Certain Relationships, Related Transactions and Director Independence
    
    
    1714.
    
    Principal Accountant Fees and Services
    
    
    17PART IV15.
    
    Exhibits and Financial Statements Schedules
    
    
    1816.
    
    Signatures
    
    
    1917.
    
    CertificationsEX-31.1EX-31.2EX-32




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EXPLANATORY NOTE
 th
    1




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PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
  Directors
  Name
    
    Age
    
    TitleLarry Feldman
    
    
    53
    
    
    Chairman and Chief Executive OfficerJames C. Bourg
    
    
    52
    
    
    Executive Vice President and DirectorLawrence S. Kaplan (1)
    
    
    64
    
    
    DirectorBruce E. Moore(2)
    
    
    64
    
    
    DirectorPaul H. McDowell(3)
    
    
    46
    
    
    Director
 
 (1)
    
    Chairman of Audit Committee and Member of Compensation Committee and Nominating and
Corporate Governance Committee.(2)
    
    Chairman of Compensation Committee and Member of Audit Committee and Nominating and Corporate
Governance Committee.(3)
    
    Chairman of Nominating and Corporate Governance Committee and Member of Compensation
Committee and Audit Committee. Larry Feldman
 James Bourg
 Paul H. McDowell
 2




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Bruce E. Moore
 Lawrence S. Kaplan
 Executive Officers
  Thomas
Wirth,
 3




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Corporate Governance Guidelines
 www.feldmanmall.com
 Director Independence
  Meetings of Non-Management Directors
  Committee Charters
 www.feldmanmall.com
 Code of Business Conduct and Ethics
 www.feldmanmall.com
 Audit Committee Financial Expert
  Disclosure Committee
  4




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Communications with Stockholders
  Whistleblowing and Whistleblower Protection Policy
 https://secure.ethicspoint.com/domain/en/report_custom.asp ?clientid=8076
 Identification of Director Candidates
     5




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ITEM 11. EXECUTIVE COMPENSATION
 Overview
  Compensation Discussion and Analysis
   
    
    To attract, retain, motivate and reward key employees to drive achievement of the
Companys current and long-term strategic, business and financial goals in the
creation of stockholder value;
    
    To provide an appropriate mix of current compensation and long-term rewards, which
is properly balanced between salary and performance-based pay and includes cash,
equity compensation and other benefits;
    
    To align stockholder interests and employee rewards; and
    
    To establish appropriate incentives for management and employees that are
consistent with the Companys culture and values.
   Setting Executive Compensation
   6




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##### Table of Contents



What Executive Compensation is Designed to Reward
  
    
    Hiring Key Executives. Hiring an experienced, committed and effective team.
    
    Linking Compensation to Performance. The Compensation Committee generally rewards
the achievement of specific annual, long-term and strategic goals of both our Company
and each individual executive officer. The Compensation Committee measures
performance of each executive officer by considering (1) our performance and the
performance of each executive officers department against financial measures
established at the beginning of the year and (2) a subjective evaluation of each
executive officer. The Compensation Committee evaluates the performance of our
Chairman and Chief Executive Officer without utilizing any predetermined measures.
    
    Aligning the Interests of our Executive Officers with our Stockholders. Long-term
incentive compensation is designed to provide incentives for executive officers to
successfully implement our long-term strategic goals and to retain such executive
officer. We have designed our annual and long-term incentive programs to award
performance-based equity to allow our executive officers to grow their ownership in
our Company and create a further alignment with our stockholders.
 Measuring 2006 Performance
  Elements of our Executive Compensation Program and Why We Chose Each Element
  
    
    Annual base salaries. Annual base salaries are paid for ongoing performance
throughout the year. Our policy is to set salaries at levels we believe will
attract, retain and motivate highly competent individuals. In establishing base
salary levels for the Companys key executives, we consider the executives position
and responsibility, experience, length of service with the
 7




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Company and overall performance, as well as the compensation practices of other
companies in the markets where the Company competes for executive talent. We provide
this element of compensation to compensate executive officers for services rendered
during the fiscal year.
    
    Bonuses. We intend to award bonuses in the future to executive officers and other
employees based upon: (1) overall Company performance; (2) departmental performance;
(3) individual performance; and (4) other factors we determine to be appropriate.
Bonuses may consist of a cash component and an equity component. The equity
component will likely consist of restricted stock. Restricted stock awards typically
vest in equal installments over a period of years. We provide this element of
compensation because we believe that it promotes loyalty, hard work and focus,
honesty and vision.
    
    Long-Term Incentives. Our 2004 long-term stock incentive plan provides for
long-term incentives through grants of restricted stock, long-term incentive units
(LTIP units), stock appreciation rights, phantom shares, dividend equivalent rights
and/or other equity-based awards, the exact form and number of which will vary,
depending on the position and salary of the executive officer. These equity based
awards will be designed to link executive compensation to our long-term common stock
performance. The Compensation Committee has the full authority to administer and
interpret our 2004 long-term stock incentive plan, to authorize the granting of
awards, to determine the eligibility of employees, directors, executive officers,
advisors, consultants and other personnel, our subsidiaries, our affiliates and other
persons expected to provide significant services to us or our subsidiaries to receive
an award, to determine the number of shares of common stock to be covered by each
award (subject to the individual participant limitations provided in the 2004
long-term stock incentive plan), to determine the terms, provisions and conditions of
each award (which may not be inconsistent with the terms of our 2004 long-term stock
incentive plan), to prescribe the form of instruments evidencing awards and to take
any other actions and make all determinations that it deems necessary or appropriate
in connection with our 2004 long-term stock incentive plan or the administration or
interpretation thereof. In connection with this authority, the Compensation
Committee establishes performance goals that must be met in order for awards to be
granted or to vest, or for the restrictions on any such awards to lapse. We provide
this element of compensation because we believe that it provides an incentive for
executive officers to remain with us and focus on the long-term growth in our stock
price. For more information on our 2004 long-term stock incentive plan, we refer you
to our Registration Statement on Form S-11 filed by us on December 14, 2004. There
were no long-term incentive awards issued in 2006 and 2005 to our current executive
officers.
 Other Personal Benefits
  How Each Element and Our Decisions Regarding Each Element Fit Into Our Overall Compensation
Objectives and Affect Decisions Regarding Other Elements
  8




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Other Matters
 Tax and Accounting Treatment
  Other Policies
  Compensation Committee Report
    
 9




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Summary Compensation Table (1)
  Restricted
    
    AllStock
    
    OtherName and Principal Position
    
    Year(2)
    
    Salary ($)
    
    Bonus ($)
    
    Awards($)(3)
    
    Compensation ($)(4)
    
    TotalLarry Feldman
Chairman and Chief
Executive Officer
    
    
    2006
    
    
    
    250,000
    
    
    
    
    
    
    
    
    
    
    
    9,749
    
    
    
    259,749James C. Bourg
Director, Executive Vice President
and Chief Operating Officer
    
    
    2006
    
    
    
    225,000
    
    
    
    20,000
    
    
    
    
    
    
    
    8,793
    
    
    
    253,793Thomas Wirth
Executive Vice President
and Chief Financial Officer
    
    
    2006
    
    
    
    225,000
    
    
    
    20,000
    
    
    
    190,261
    
    
    
    78,556
    
    
    
    513,817Lloyd Miller(5)
Executive Vice President of Leasing
    
    
    2006
    
    
    
    225,000
    
    
    
    117,500
    
    
    
    142,910
    
    
    
    76,525
    
    
    
    561,935Wayne Snyder(5)
Executive Vice President and Chief
Development Officer
    
    
    2006
    
    
    
    225,000
    
    
    
    50,000
    
    
    
    105,000
    
    
    
    55,167
    
    
    
    435,167
 
 (1)
    
    The columns for Option Awards, Non-Equity Incentive Plan Compensation and
Change in Pension Value and Nonqualified Deferred Compensation Earnings have been omitted
because they are not applicable.(2)
    
    We have included only one year of compensation in this table, as permitted by SEC
rules phasing in new disclosure requirements.(3)
    
    Amounts shown do not reflect compensation actually received by the named executive.
Instead, the amounts in this column include the aggregate amount recognized for financial
reporting purposes in accordance with SFAS No. 123(R) for restricted stock that vested during
2006. See note 2 to the financial statements included in our Form 10-K for the assumptions
we made in valuing all the awards included in this column.(4)
    
    The amounts in this column include the following: HealthInsurance
    
    Dividends on
    
    All OtherCar Allowance
    
    Premiums(a)
    
    Stock Awards
    
    CompensationLarry Feldman
    
    $
    6,000
    
    
    $
    3,749
    
    
    $
    
    
    
    $
    9,749James C. Bourg
    
    
    6,000
    
    
    
    2,793
    
    
    
    
    
    
    
    8,793Thomas E. Wirth
    
    
    6,000
    
    
    
    2,556
    
    
    
    70,000
    
    
    
    78,556Lloyd Miller
    
    
    6,000
    
    
    
    
    
    
    
    70,525
    
    
    
    76,525Wayne Snyder
    
    
    6,000
    
    
    
    3,667
    
    
    
    45,500
    
    
    
    55,167
 
 (a)
    
    Represents annual amounts for health insurance costs in excess of amounts paid
for non-executive officers. We currently pay 75% of health insurance premiums for all
full-time employees and their families and 100% of health insurance premiums for
executive officers and their families. Insurance costs included in the table represent
the 25% of premiums that we do not pay for all full-time employees. 
 (5)
    
    Effective January 2007, Mr. Snyder is no longer employed by our Company. Effective
April 2007, Mr. Miller is no longer employed by our Company. 10




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Stock Grants and Stock Options in 2006
  Aggregate Option Exercises in 2006
  Stock Vested in 2006 (1)
  Number ofShares
    
    ValueAcquired on
    
    RealizedVesting
    
    on Vesting(2)Name
    
    #
    
    $Larry Feldman
    
    
    
    
    
    $
    James C. Bourg
    
    
    
    
    
    
    Thomas E. Wirth
    
    
    15,385
    
    
    
    188,005Lloyd Miller
    
    
    15,500
    
    
    
    181,970Wayne Snyder
    
    
    10,000
    
    
    
    110,500
 
 (1)
    
    The columns related to stock option awards have been omitted because they
are not applicable.(2)
    
    The amounts in this column have been computed based on the closing price of
our common stock on the vesting date. Outstanding Equity Awards (1)
  Equity IncentivePlan Awards:
    
    Equity IncentiveNumber of
    
    Plan Awards:Unearned
    
    Market or PayoutMarket Value
    
    Shares,
    
    Value of UnearnedNumber of
    
    of Shares of
    
    Units or Other
    
    Shares, Units orShares of Stock
    
    Stock That
    
    Rights
    
    Other RightsThat Have Not
    
    Have Not
    
    That Have
    
    That Have NotVested #
    
    Vested (2) $
    
    Not Vested #
    
    Vested $Larry Feldman
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    James C. Bourg
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Thomas E. Wirth (3)
    
    
    61,538
    
    
    
    766,148
    
    
    
    
    
    
    
    Lloyd Miller (4)
    
    
    62,000
    
    
    
    771,900
    
    
    
    
    
    
    
    Wayne Snyder (5)
    
    
    40,000
    
    
    
    498,000
    
    
    
    
    
    
    
    
 
 (1)
    
    The columns related to stock option awards have been omitted because they are not
applicable.(2)
    
    The amounts in this column have been computed based on the closing price of our
common stock on December 29, 2006, the last business day of the year ($12.45). The actual
value realized by the executive will depend on the market value of our common stock on the
date that the awards vest.(3)
    
    These shares vest in four equal installments on January 1, 2007, 2008, 2009 and
2010.(4)
    
    Mr. Millers shares were forfeited in 2007 in connection with his departure from
our Company.(5)
    
    Mr. Snyders shares were forfeited in 2007 in connection with his departure from
our Company. 11




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Compensation Committee Interlocks and Insider Participation
  Section 16(a) Beneficial Ownership Reporting Compliance
   Directors Compensation (1)
  FeesEarned or
    
    StockName and Principal Position
    
    Year(2)
    
    Paid in Cash
    
    Awards ($)(3)
    
    Total ($)Lawrence S. Kaplan
    
    
    2006
    
    
    $
    80,000
    
    
    
    11,750
    
    
    $
    91,750Bruce E. Moore
    
    
    2006
    
    
    
    52,500
    
    
    
    11,750
    
    
    
    64,250Paul H. McDowell
    
    
    2006
    
    
    
    52,500
    
    
    
    11,750
    
    
    
    64,250
 
 (1)
    
    The columns for Option Awards, Non-Equity Incentive Plan Compensation, Change in
Pension Value and Nonqualified Deferred Compensation Earnings and All Other Compensation
have been omitted because they are not applicable.(2)
    
    We have included only one year of compensation in this table, as permitted by SEC rules
phasing in new disclosure requirements.(3)
    
    Amounts in this column represent the grant date fair value of the stock awards recognized
for financial reporting purposes in accordance with SFAS No. 123(R). Each director received
1,000 shares of fully vested stock in 2006; the closing market price of our stock on the
grant date was $11.75.  12




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Employment Agreements
   13




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14




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Cost of Termination Under Employment Agreements
 Continuation ofCash
    
    
    Medical/Welfare
    
    
    Acceleration and
    
    
    Excise
    
    
    TotalSeverance
    
    
    Benefits
    
    
    Continuation of
    
    
    Tax
    
    
    TerminationType of Termination/Name(1)
    
    Payment(2)
    
    
    (Actual value)(3)
    
    
    Equity Awards
    
    
    Gross-Up
    
    
    BenefitsTermination Upon DeathLarry Feldman
    
    
    
    
    
    $
    44,981
    
    
    
    
    
    
    
    
    
    
    $
    44,981Thomas E. Wirth
    
    $
    25,000
    
    
    
    30,668
    
    
    $
    766,148
    
    
    
    
    
    
    
    821,829James Bourg
    
    
    20,000
    
    
    
    33,515
    
    
    
    
    
    
    
    
    
    
    
    53,515Termination Upon DisabilityLarry Feldman
    
    
    
    
    
    
    44,981
    
    
    
    
    
    
    
    
    
    
    
    44,981Thomas E. Wirth
    
    
    25,000
    
    
    
    30,668
    
    
    
    766,148
    
    
    
    
    
    
    
    821,829James Bourg
    
    
    20,000
    
    
    
    33,515
    
    
    
    
    
    
    
    
    
    
    
    53,515Termination With Cause or
With Good ReasonLarry Feldman
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Thomas E. Wirth
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    James Bourg
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Scott Jensen
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Termination Without Cause
or Without Good ReasonLarry Feldman (4)
    
    
    2,990,000
    
    
    
    44,981
    
    
    
    
    
    
    
    
    
    
    
    3,034,981Thomas E. Wirth
    
    
    740,025
    
    
    
    30,668
    
    
    
    766,148
    
    
    
    
    
    
    
    1,536,854James Bourg
    
    
    1,270,750
    
    
    
    33,515
    
    
    
    
    
    
    
    
    
    
    
    1,304,265Scott Jensen
    
    
    1,270,750
    
    
    
    33,515
    
    
    
    
    
    
    
    
    
    
    
    1,304,265Termination in Connection
With a Change of Control
(COC)Larry Feldman (4)
    
    
    2,990,000
    
    
    
    44,981
    
    
    
    
    
    
    $
    1,463,901
    
    
    
    4,498,882Thomas E. Wirth
    
    
    740,025
    
    
    
    30,668
    
    
    
    766,148
    
    
    
    
    
    
    
    1,536,854James Bourg
    
    
    1,270,750
    
    
    
    33,515
    
    
    
    
    
    
    
    
    
    
    
    1,304,265Scott Jensen
    
    
    1,270,750
    
    
    
    33,515
    
    
    
    
    
    
    
    
    
    
    
    1,304,265Aggregate Top 3Termination Upon Death
    
    
    45,000
    
    
    
    109,164
    
    
    
    766,148
    
    
    
    
    
    
    
    920,325Termination Upon Disability
    
    
    45,000
    
    
    
    109,164
    
    
    
    766,148
    
    
    
    
    
    
    
    920,325Termination With Cause or
Without Good Reason
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Termination Without Cause
or For Good Reason
    
    
    5,531,500
    
    
    
    112,011
    
    
    
    766,148
    
    
    
    
    
    
    
    6,409,672Termination in Connection
With a Change of Control
(COC)
    
    
    5,531,500
    
    
    
    112,011
    
    
    
    766,148
    
    
    
    1,463,901
    
    
    
    7,873,573
 
 (1)
    
    In analyzing the golden parachute tax rules (assuming that such rules are potentially
applicable here), we have taken the position for purposes of completing the table that no
value has been assigned to the post-termination non-competition covenants in the employment
agreements with each person set forth in the table.(2)
    
    All amounts reflect cash.(3)
    
    The cost of the medical and dental insurance is based on the average cost paid by us for
health insurance for named individuals during 2006, each of whom will receive these benefits
for three years.(4)
    
    Under the employment agreement for Mr. Feldman, if any payments constitute excess parachute
payments under Section 280G of the Internal Revenue Code (the Code) such that Mr. Feldman
incurs an excise tax under Section 4999 of the Code, we will provide an excise tax gross-up
payment in an amount such that Mr. Feldman would receive the same amount of severance had the
excise tax not applied. The cost of the excise tax gross-up is an estimate based on a number
of assumptions including: (i) Mr. Feldman is subject to a change of control during 2006, (ii)
terminated on December 31, 2006 without cause following that change of control. 15




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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
  % of Basic
    
    
    
    
    
    % of CommonCommon Stock
    
    Common
    
    Operating
    
    Stock If All OPName and Address of Beneficial
    
    Beneficially
    
    Stock
    
    Partnership Units
    
    Units Converted toOwner(1)
    
    Owned
    
    Outstanding
    
    Owned
    
    StockLarry Feldman(2)
    
    
    169,781
    
    
    
    1.3
    %
    
    
    947,610
    (10)
    
    
    7.7
    %James C. Bourg(3)
    
    
    9,615
    
    
    
    *
    
    
    
    233,504
    
    
    
    1.7
    %Thomas Wirth(2)
    
    
    86,538
    (11)
    
    
    *
    
    
    
    
    
    
    
    *Lawrence S. Kaplan(4)
    
    
    3,000
    
    
    
    *
    
    
    
    
    
    
    
    *Bruce E. Moore(5)
    
    
    3,000
    
    
    
    *
    
    
    
    
    
    
    
    *Paul H. McDowell(6)
    
    
    3,000
    
    
    
    *
    
    
    
    
    
    
    
    *Wells Fargo Capital Management
Incorporated(7)
    
    
    1,282,700
    
    
    
    9.8
    %
    
    
    
    
    
    
    8.9
    %Deutsche Bank AG(8)
    
    
    1,501,600
    
    
    
    11.5
    %
    
    
    
    
    
    
    10.4
    %Kensington Investment Group, Inc.(15)
    
    
    1,183,404
    
    
    
    9.1
    %
    
    
    
    
    
    
    8.2
    %Inland American Real Estate Trust,
Inc.(12)
    
    
    1,283,500
    
    
    
    9.8
    %
    
    
    
    
    
    
    8.9
    %Morgan Stanley Capital Services,
Inc.(13)
    
    
    602,832
    
    
    
    4.6
    %
    
    
    
    
    
    
    4.2
    %Mercury Real Estate Advisors LLC(14)
    
    
    1,249,053
    
    
    
    9.6
    %
    
    
    
    
    
    
    8.6
    %All executive officers, directors and nominees
for director as a group (9)
    
    
    274,934
    
    
    
    2.1
    %
    
    
    1,181,114
    
    
    
    10.1
    %
 
 *
    
    Less than 1.0%.(1)
    
    Except as otherwise indicated and subject to applicable community property laws and
similar statutes, the person listed as the beneficial owner of shares has sole voting power
and dispositive power with respect to the shares.(2)
    
    c/o Feldman Mall Properties, Inc., 1010 Northern Avenue, Suite 314, Great Neck, NY
11021.(3)
    
    c/o Feldman Mall Properties, Inc., 2201 E. Camelback Road, Suite 350, Phoenix,
Arizona 85016.(4)
    
    1561 Dolington Rd., Yardley, PA 19067(5)
    
    c/o Brandywine Financial Services Corp., 2 Ponds Edge Drive  POB 500, Chadds Ford,
PA 19397.(6)
    
    c/o Capital Lease Funding, Inc., 1065 Avenue of Americas, 19th Floor, New York, New
York 10018.(7)
    
    This information was obtained from Schedule 13G filed with the SEC on February 5,
2007. This stockholders address is 525 Market Street, San Francisco, CA 94105.(8)
    
    This information was obtained from Schedule 13G filed with the SEC on January 31,
2007. This stockholders address is Taunusanlage 12, D-60325, Frankfurt am Main, Federal
Republic of Germany.(9)
    
    This group is composed of the five directors (Larry Feldman, James Bourg, Lawrence
Kaplan, Bruce Moore and Paul McDowell) and Thomas Wirth who is an executive officer but not a
director.(10)
    
    Includes operating partnership units of Feldman Equities Operating Partnership LP
issued to Feldman Partners, LLC, an Arizona limited liability company (Feldman Partners).
Feldman Partners is controlled by Larry Feldman and is owned by Larry Feldman and his brother,
sisters, children, nieces and nephews.(11)
    
    Includes 76,923 shares of restricted stock that will vest over five years, with
the first vesting occurring January 1, 2006.(12)
    
    This information was obtained from Schedule 13D filed with the SEC on April 10,
2007. Assuming conversion of 2,000,000 shares of our series A preferred shares held by Inland
American Real Estate Trust, Inc. (Inland) into 3,546,099 shares of common stock, Inlands
percentage ownership would be 29.1%. Pursuant to the purchase agreement that Inland entered
into with us on April 10, 2007, the preferred shares are convertible into common shares after
June 20, 2009, at an initial conversion ratio of 1:1.77305, if approved by a majority of our
common stockholders. The stockholders address is 2901 Butterfield Road, Oak Brook, Illinois
60523.(13)
    
    This information was obtained from Schedule 13G filed with the SEC on February 15,
2007. The stockholders address is 1585 Broadway, New York, New York 10036(14)
    
    This information was obtained from Schedule 13D/A filed with the SEC on May 16,
2007. The stockholders address is 3 River Road, Greenwich, Connecticut 06807.(15)
    
    This information was obtained from Schedule 13G filed with the SEC on January 30,
2007. The stockholders address is 4 Orinda Way, Suite 200C, Orinda, CA 94563. 16




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##### Table of Contents



ITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
 Certain Relationships and Related Transactions
   
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
 Independent Auditors Fees and Services
  2006
    
    
    2005Audit fees(1)
    
    $
    1,846,485
    
    
    $
    1,586,000Audit-related fees(2)
    
    
    153,000
    
    
    
    141,800Tax fees (3)
    
    
    
    
    
    
    46,000All other fees
    
    
    
    
    
    
    Total fees
    
    $
    1,999,485
    
    
    $
    1,773,800
 
 (1)
    
    Audit fees are the aggregate fees billed by KPMG LLP for professional services
rendered in connection with the Companys annual audit, review of unaudited financial
information and audit of the Companys internal controls over financial reporting for the
years ended December 31, 2006 and 2005. Excludes out-of-pocket expenses billed.(2)
    
    Audit-related fees include fees relating to audits of unconsolidated joint
ventures, and audits and limited reviews of unaudited financial information relating to
statements of revenues and expenses for acquired properties.(3)
    
    Tax fees are fees related to tax advice and consultation relating to REIT
compliance.  17




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##### Table of Contents



Preapproval Policies and Procedures of our Audit Committee
  
 PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES
   ExhibitNumber
    
    Description31.1
    
    
    Certification of the Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.(1)31.2
    
    
    Certification of the Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.(1)32.0
    
    
    Certifications of the Chief Executive Officer and Chief
Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.(1)
 
 (1)
    
    Filed herewith. 18




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##### Table of Contents



SIGNATURES
  Date: August 10, 2007
    FELDMAN MALL PROPERTIES, INC.
RegistrantBy:
    /s/  Thomas WirthThomas WirthExecutive Vice President and
Chief Financial Officer  Name
    
    Title*
    
    Chairman and Chief Executive OfficerLarry Feldman
    
    (principal
executive officer)/s/ Thomas Wirth
    
    Executive Vice President and ChiefThomas Wirth
    
    Financial
Officer (principal financialand accounting officer)*
    
    Executive Vice President and ChiefJames Bourg
    
    Operating
Officer and Director*
    
    DirectorBruce Moore*
    
    DirectorPaul McDowell*
    
    DirectorLawrence Kaplan
 *By:
    
    /s/ Thomas Wirth

Thomas WirthAttorney-in-Fact
 19