-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DEcTWvxFRszcWkFe6fTh6su3+QYy9E/R1/Er/REpr493nAeygefRqasNW8ef/xM2 S1A8vw2mXjvrPcn5o+FY5A== 0000899983-97-000023.txt : 19971210 0000899983-97-000023.hdr.sgml : 19971210 ACCESSION NUMBER: 0000899983-97-000023 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971209 SROS: NYSE GROUP MEMBERS: GOTHAM PARTNERS II, L.P. GROUP MEMBERS: GOTHAM PARTNERS LP /NY/ GROUP MEMBERS: GOTHAM PARTNERS, L.P. GROUP MEMBERS: KARENINA PROPERTIES, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LANDMARK LAND CO INC/DE CENTRAL INDEX KEY: 0000749028 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 770024129 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-35384 FILM NUMBER: 97734896 BUSINESS ADDRESS: STREET 1: 100 CLOCK TOWER PLACE STE 200 CITY: CARMEL STATE: CA ZIP: 93923 BUSINESS PHONE: 4086254060 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOTHAM PARTNERS LP /NY/ CENTRAL INDEX KEY: 0000899983 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 363593298 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 110 EAST 42ND ST 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2122860300 MAIL ADDRESS: STREET 1: 110 EAST 42 ND ST 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No. 5 Landmark Land Company, Inc. (Name of Issuer) Common Stock, $0.50 par value (Title of class of securities) 515062107 (CUSIP Number) David S. Klafter, Esq. Karenina Properties LLC Gotham Partners, L.P. and Gotham Partners II, L.P. 110 East 42nd Street, 18th fl. New York, New York 10017 (212) 286-0300 (Name, address and telephone number of person authorized to receive notices and communications) November 21, 1997 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). SCHEDULE 13D CUSIP No. 515062107 Page 2 of 11 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gotham Partners, L.P. EIN 13-3700768 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x] GROUP* (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ] IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 7 SOLE VOTING POWER SHARES 1,960,558 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 1,386,430 9 SOLE DISPOSITIVE POWER REPORTING 1,960,558 PERSON WITH 10 SHARED DISPOSITIVE POWER 1,309,680 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,346,988 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41.83% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 515062107 Page 3 of 11 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Karenina Properties, LLC EIN 13-3965725 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x] GROUP* (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ] IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 7 SOLE VOTING POWER SHARES 1,309,680 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 76,750 9 SOLE DISPOSITIVE POWER REPORTING 1,309,680 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,386,430 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.33% 14 TYPE OF REPORTING PERSON* OO SCHEDULE 13D CUSIP No. 515062107 Page 4 of 11 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gotham Partners II, L.P. EIN 13-3863925 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x] GROUP* (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ] IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 7 SOLE VOTING POWER SHARES 21,542 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 1,386,430 9 SOLE DISPOSITIVE POWER REPORTING 21,542 PERSON WITH 10 SHARED DISPOSITIVE POWER 1,309,680 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,407,972 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.6% 14 TYPE OF REPORTING PERSON* PN Page 5 of 11 Pages To the extent set forth herein, this Amendment No.5 amends and supplements the statement on Schedule 13D, as amended by amendment nos. 1, 2, 3 and 4 (the "Statement"), filed by Gotham Partners, L.P., Karenina Properties, LLC ("Karenina Properties") and Gotham Partners II, L.P. (collectively referred to herein as the "Reporting Persons") relating to the Common Stock, $0.50 par value ("Common Stock"), of Landmark Land Company, Inc., a Delaware corporation (the "Company"). Capitalized terms used herein and not defined herein shall have the meanings given to them in the Statement. Page 6 of 11 Pages Item 5. Interest in Securities of the Issuer Item 5(a) is hereby amended to add the following: (a) As of the date of Amendment No. 4 to this Statement, Karenina Properties, Gotham and Gotham II collectively beneficially owned 3,368,530 shares of Common Stock, representing approximately 42.1% of the outstanding shares of Common Stock. As of the date of Amendment No. 4 to this Statement, Gotham beneficially owned an aggregate of 3,346,998 or 41.83% of the outstanding shares of Common Stock, of which (i) 1,960,558 shares were directly owned by Gotham, (ii) 1,309,680 shares were indirectly owned by Gotham through Karenina Propeties, and (iii) 76,750 shares were subject to a proxy granted to Gotham and Karenina Properties by Spencer Waxman. As of the date of Amendment No. 4 to this Statement, Karenina Properties beneficially owned an aggregate of 1,386,430 shares of Common Stock, representing approximately 17.3% of the outstanding shares of Common Stock, of which (i) 1,309,680 were directly owned by Karenina Properties and (ii) 76,750 shares were subject to a proxy granted to Gotham and Karenina Properties by Mr. Waxman. As of the date of Amendment No. 4 to this Statement, Gotham II beneficially owned an aggregate of 1,407,972 or 17.6% of the outstanding shares of Common Stock, of which (i) 21,542 shares were directly owned by Gotham II, (ii) 1,309,680 were indirectly owned by Gotham II through its ownership of Karenina Properties, and (iii) 76,750 share were subject to a proxy granted to Gotham and Karenina Properties, as to the latter of which Gotham II shares ownership. The percentages in this paragraph are calculated based upon 8,001,170 outstanding shares of Common Stock of the Company, as of September 30, 1991, as reported in the Company's Form 10Q dated of September 30, 1991. None of Section H, Karenina, DPB, Mr. Ackman or Mr. Berkowitz beneficially own any Common Stock (other than the Common Stock beneficially owned by Gotham and Gotham II). (b) Each of Gotham, Gotham II and Karenina Properties has sole power to vote and to dispose of all of the Common Stock directly owned by it. Each of Gotham and Karenina Properties has shared voting powers with respect to the 76,750 shares of Common Stock as to which Mr. Waxman gave them a proxy, and Gotham II indirectly shares voting powers of said shares through its ownership of Karenina Properties. Each of Gotham, Gotham II and Karenina Properties shares the power to vote and dispose of the shares of Common Stock owned by Karenina Properties. After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. December 9, 1997 GOTHAM PARTNERS, L.P. By: Section H Partners, L.P. its general partner By: Karenina Corporation, a general partner of Section H Partners, L.P. By: /s/ William A. Ackman William A. Ackman President KARENINA PROPERTIES, LLC By: /s/ William A. Ackman William A. Ackman Manager GOTHAM PARTNERS II, L.P. By: Section H Partners, L.P. its general partner By: Karenina Corporation, a general partner of Section H Partners, L.P. By: /s/ William A. Ackman William A. Ackman President -----END PRIVACY-ENHANCED MESSAGE-----