-----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, VwOCuQkXfNBIeaTenMrmwQoiVYgkl+0RpboKSVkdQb2AfzHXzZrEUe72+huly23a /Rk6NV+UZ0BCMHOrpGOq+g== 0000899983-02-000014.txt : 20020806 0000899983-02-000014.hdr.sgml : 20020806 20020806165525 ACCESSION NUMBER: 0000899983-02-000014 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020806 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: 1934 Act SEC FILE NUMBER: 005-35384 FILM NUMBER: 02720887 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 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 landmrk13d8502.txt LANDMARK LAND COMPANY INC. SCHEDULE 13D (Amendment No. 12) Under the Securities Exchange Act of 1934 Landmark Land Company, Inc. (Name of Issuer) Common Stock, $0.50 par value (Title of class of securities) 515062107 (CUSIP Number) David Klafter, Esq. Gotham Partners Management Co., L.L.C. 110 East 42nd Street - 18th Floor New York, New York 10017 (212) 286-0300 (Name, address and telephone number of person authorized to receive notices and communications) July 30, 2002 (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 10 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gotham Partners, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ] GROUP* (b) [X] 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 2,763,214 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 2,763,214 PERSON WITH 10 SHARED DISPOSITIVE POWER 100,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,863,214 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 35.78% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 515062107 Page 3 of 10 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Karenina Properties, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ] GROUP* (b) [X] 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 1,242,070 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 100,000 9 SOLE DISPOSITIVE POWER REPORTING 1,242,070 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,342,070 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.77% 14 TYPE OF REPORTING PERSON* OO SCHEDULE 13D CUSIP No. 515062107 Page 4 of 10 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gotham Partners III, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ] GROUP* (b) [X] 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 58,427 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 58,427 PERSON WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 58,427 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .73% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 515062107 Page 5 of 10 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gotham International Advisors, L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ] GROUP* (b) [X] 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 Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 104,112 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 104,112 PERSON WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 104,112 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.30% 14 TYPE OF REPORTING PERSON* OO;IA SCHEDULE 13D CUSIP No. 515062107 Page 6 of 10 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gotham Holdings II, L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ] GROUP* (b) [X] 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 Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 347,873 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 347,873 PERSON WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 347,873 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.35% 14 TYPE OF REPORTING PERSON* OO;IA SCHEDULE 13D CUSIP No. 515062107 Page 7 of 10 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gotham Holdings III, L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ] GROUP* (b) [X] 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 Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 11,644 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 11,644 PERSON WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,644 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .15% 14 TYPE OF REPORTING PERSON* OO;IA SCHEDULE 13D CUSIP No. 515062107 Page 8 of 10 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gotham Holdings Management, L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ] GROUP* (b) [X] 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 Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 359,517 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 359,517 PERSON WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 359,517 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.49% 14 TYPE OF REPORTING PERSON* OO;IA Page 9 of 10 Pages This Amendment No. 12 (the "Amendment") amends and supplements on Schedule 13D, as previously amended (the "Prior Statement") and filed by Gotham Partners, L.P., a New York limited partnership ("Gotham"), Gotham Partners III, L.P., a New York limited partnership ("Gotham III"), Gotham International Advisors, L.L.C., a Delaware limited liability company ("Gotham Advisors") with respect to holdings of Gotham Partners International, Ltd., a Cayman exempted company ("Gotham International"), Gotham Holdings II, L.L.C., a Delaware limited liability company ("Holdings II"), Gotham Holdings III, L.L.C., a Delaware limited liability company ("Holdings III") and Gotham Holdings Management, L.L.C., a Delaware limited liability company ("Gotham Management") and Karenina Properties, LLC ("Karenina Properties" together with Holdings II, Holdings III, Gotham Management, Gotham, Gotham III and Gotham Advisors, the "Reporting Persons"), relating to the beneficial ownership of shares of common stock, $0.05 par value, of Landmark Land Company, Inc., a Delaware corporation. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Prior Statement. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Prior Statement. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Item 6 is hereby amended by adding the following: On July 30, 2002, the Company and the Reporting Persons entered into a Purchase Agreement under which the Reporting Persons will sell their shares to the Company for a purchase price of $1.00 per share subject to certain contingencies. Item 7. Material to be filed as Exhibits 99.3 Purchase Agreement dated July 30, 2002 between the Company and the Reporting Persons Page 10 of 10 Pages 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. August 5, 2002 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 III, 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 GOTHAM INTERNATIONAL ADVISORS, L.L.C. By: /s/ William A. Ackman William A. Ackman Senior Managing Member GOTHAM HOLDINGS II, L.L.C. By: Gotham Holdings Management, L.L.C., the Manager By: /s/ William A. Ackman William A. Ackman Senior Managing Member GOTHAM HOLDINGS III, L.L.C. By: Gotham Holdings Management, L.L.C., the Manager By: /s/ William A. Ackman William A. Ackman Senior Managing Member PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this "Agreement"), dated as of July 30, 2002, is by and among LANDMARK LAND COMPANY, INC. (the "Company"), on the one hand, and GOTHAM PARTNERS, L.P., GOTHAM PARTNERS III, L.P., GOTHAM PARTNERS INTERNATIONAL, LTD., GOTHAM HOLDINGS II, L.L.C., GOTHAM HOLDINGS III, L.L.C. and KARENINA PROPERTIES, L.L.C. (each of GOTHAM PARTNERS, L.P., GOTHAM PARTNERS III, L.P., GOTHAM PARTNERS INTERNATIONAL, LTD., GOTHAM HOLDINGS II, L.L.C., GOTHAM HOLDINGS III, L.L.C. and KARENINA PROPERTIES, L.L.C., a "Gotham Party" and collectively, the "Gotham Parties"), on the other hand. RECITALS WHEREAS, Gotham Partners, L.P. is the legal owner of 1,666,396 shares of the common stock, par value $0.05 per share, of the Company (the "Common Stock"), Gotham Partners III, L.P. is the legal owner of 59,287 shares of the Common Stock, Gotham Partners International, Ltd. is the legal owner of 94,785 shares of the Common Stock, Gotham Holdings II, L.L.C. is the legal owner of 210,917 shares of the Common Stock, Gotham Holdings III, L.L.C. is the legal owner of 11,815 shares of the Common Stock and Karenina Properties, L.L.C. is the legal owner of 1,242,070 shares of the Common Stock. WHEREAS, the Company and Gotham Parties have determined that the interests of the Company and its shareholders would best be served by the Company's purchase of the Common Stock from the Gotham Parties. NOW THEREFORE, in consideration of the covenants and conditions set forth herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: ARTICLE I SALE AND PURCHASE OF SHARES - -------------------------------------------------- Section 1.01 Transfer of Shares. Subject to the terms and conditions of this Agreement, at the closing referred to in Section 2.1 (the "Closing"), the Gotham Parties shall sell, assign, transfer, convey and deliver to the Company, and the Company shall purchase, acquire and accept from the Gotham Parties, 3,285,270 shares of Common Stock (the "Shares"), free and clear of all Encumbrances. Section 1.02 Purchase Price. The purchase price per Share (the "Purchase Price") shall be $1.00. The Purchase Price shall be paid by the Company at the Closing by wire transfer of immediately available funds to accounts designated in writing by the Gotham Parties. In the event the Company voluntarily purchases Common Stock for a purchase price in excess of $1.00 per share during the period commencing on the Closing and ending one year thereafter (a "MFN Purchase"), the Company shall be obligated to pay the Gotham Parties a sum equal to 3,285,270 times the per share purchase price in excess of $1.00 paid by the Company in the MFN Purchase. In the event that more than one MFN Purchase is closed, the payment obligation to the Gotham Parties shall be calculated based upon the highest per share price in a MFN Purchase. Notwithstanding the above, the following shall not be deemed Most Favored Nation Purchases: (i) purchase(s) of Common Stock by the Company made pursuant to court order, governmental requirement or similar involuntary action, (ii) purchase(s) of Common Stock by the Company not exceeding an aggregate of 160,000 shares during said annual period, and (iii) transactions in which all remaining shareholders of Landmark receive or are offered shares or other non-cash consideration in exchange for Common Stock, such exchange being made or offered on the same basis for all shareholders. In the event of a split or reverse split of Common Stock during the one-year period after Closing, appropriate adjustments shall be made in the definition of, and payment obligations of the Company under, a MFN Purchase. ARTICLE II CLOSING - ----------------- Section 2.01 Date of Closing. The Closing shall take place and may be effected through delivery of documents on the date which is ten (10) days from and after the Contingency Satisfaction Date. The date on which the Closing is held is referred to in this Agreement as the "Closing Date". At the Closing, the parties shall execute and deliver the documents referred to in Section 2.02 and 2.03. Section 2.02 Documents to Be Delivered by the Gotham Parties. At the Closing, the Gotham Parties shall deliver, or cause to be delivered, to the Company the following: (a) the certificate(s) evidencing the Shares, duly endorsed so as to vest title to the Shares in the Company. (b) any other assignments or other instruments of transfer which may be necessary or appropriate to effectuate the terms, provisions and intentions of the parties hereunder. Section 2.03 Documents to Be Delivered by the Company. At the Closing, the Company shall deliver to the Gotham Parties the following: (a) payment and evidence of the wire transfer referred to in Section 1.02. ARTICLE III CONTINGENCIES - ------------------------- 3.01 This Agreement and the rights and obligations of the parties hereunder are contingent upon the satisfaction of the following conditions on or prior to sixty (60) days from and after the date of this Agreement: (a) The Company shall have received from Christenberry Collet & Co., or other investment banking concern reasonably acceptable to Company, an opinion reasonably acceptable to the Company that the price to be paid by the Company for the Shares is fair and in the best interests of the Company, and (b) The Company shall have resolved or settled, to the reasonable satisfaction of the Company, all outstanding claims of current and former members of the Board of Directors of the Company (collectively, the "Indemnitees") against the Company for indemnification of costs and expenses incurred by the Indemnitees in suits, actions or proceedings previously filed against the Indemnitees by reason of the fact that the Indemnitees were directors and/or officers of the Company or of its current or former subsidiaries. In the event each of the aforesaid conditions are not satisfied or waived by the Company on or before the Contingency Satisfaction Date, this Agreement shall be deemed terminated and neither party shall have any further rights or obligations hereunder. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE GOTHAM PARTIES - ----------------------------------------------------------------------------- - ---------------------- The Gotham Parties jointly and severally represent and warrant to the Company that: Section 4.01 Legal Power; Organization; Qualification. Each Gotham Party has been duly organized, and is validly existing and in good standing, under the laws of its jurisdiction of formation, has all requisite power and authority to execute and deliver this Agreement and to consummate the Transactions, and has taken all necessary corporate or other action to authorize the execution, delivery and performance of this Agreement. Section 4.02 Authorization of Agreement. This Agreement has been duly executed and delivered by each Gotham Party and, assuming due and valid authorization, execution and delivery by the Company, this Agreement constitutes a legal, valid and binding obligation of each Gotham Party, enforceable against such Gotham Party in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. Section 4.03 No Conflicts. Neither the execution and delivery of this Agreement nor the consummation by any Gotham Party of any of the Transactions will result in a violation of, or a default under, or conflict with, or require any consent, approval or notice under, any governing or constitutional document, contract, trust, commitment, agreement, obligation, understanding, arrangement or restriction of any kind to which any Gotham Party is a party or by which any Gotham Party is bound or to which the Shares are subject. Consummation by each Gotham Party of the Transactions will not violate, or require any consent, approval or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to any Gotham Party or the Shares. Section 4.04 Ownership of Shares. Gotham Partners, L.P. is the legal owner of 1,666,396 shares Common Stock, Gotham Partners III, L.P. is the legal owner of 59,287 shares of the Common Stock, Gotham Partners International, Ltd. is the legal owner of 94,785 shares of the Common Stock, Gotham Holdings II, L.L.C. is the legal owner of 210,917 shares of the Common Stock, Gotham Holdings III, L.L.C. is the legal owner of 11,815 shares of the Common Stock and Karenina Properties, L.L.C. is the legal owner of 1,242,070 shares of the Common Stock, in each case free and clear of any Encumbrances. Such shares are all of the shares of Common Stock beneficially owned by any of the Gotham Parties. At the Closing, Gotham Parties will transfer and deliver to the Company good and marketable title to all the Shares, free and clear of any Encumbrances. ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE COMPANY - ----------------------------------------------------------------------------- - ---------- The Company represents and warrants to the Gotham Parties as follows: Section 5.01 Legal Power; Organization; Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the full corporate power and authority to execute and deliver this Agreement and to consummate the Transactions, and has taken all necessary corporate or other action to authorize the execution, delivery and performance of this Agreement. Section 5.02 Authorization of Agreement. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery by each of the Gotham Parties, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors' rights generally, and (ii) the availability of the remedy of specific performance or injunction or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. Section 5.03 No Conflicts. Neither the execution and delivery of this Agreement nor the consummation by the Company of any of the Transactions will result in a violation of, or a default under, or conflict with, or require any consent, approval or notice under, any governing or constitutional document, contract, trust, commitment, agreement, obligation, understanding, arrangement or restriction of any kind to which the Company is a party or by which the company is bound. Consummation by the Company of the Transactions will not violate or require any consent, approval or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to the Company. ARTICLE VI MISCELLANEOUS - -------------------------- Section 6.01 Entire Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof, and supersedes any and all prior agreements or understandings among the parties arising out of or relating to the subject matter hereof. This Agreement may only be changed by written agreement executed by the parties. Section 6.02 Governing Law. This Agreement and all disputes hereunder shall be governed by the laws of the State of Maryland, without giving effect to the conflicts of law principles thereof. Section 6.03 Equitable Relief. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity. Section 6.04 Expenses. Each party shall pay its own costs incident to the negotiation, preparation, performance, and execution of this Agreement, and all fees and expenses of its or his counsel, accountants, and other consultants, advisors and representatives for all activities of such persons undertaken in connection with the negotiation, preparation, performance and execution of this Agreement. In the event of a dispute regarding the performance of this Agreement, the non-prevailing party shall reimburse the prevailing party the amount the prevailing party's reasonable attorneys' fees, costs and expenses, in addition to any other relief to which the prevailing party may be entitled. Section 6.05 Further Assurances. At any time or from time to time after the Closing, the Gotham Parties shall execute and deliver to the Company such other documents and instruments, provide such materials and information and take such other actions as the Company may reasonably request to vest title to the Shares more effectively in the Company. Section 6.06 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties. Copies of executed counterparts transmitted by telecopy or other electronic transmission service shall be considered original executed counterparts, provided receipt of such counterparts is confirmed. Section 6.07 Time is of the Essence. The parties hereto agree and acknowledge that time is of the essence in the performance of this Agreement. Section 6.08 No Assignments. No party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other parties hereto. Section 6.9 Consent to Jurisdiction of Service of Process; Venue. Each party hereto hereby irrevocably and unconditionally (i) consents to the submission to the exclusive jurisdiction of the courts of the State of Maryland and of the United States of America, for any action, claim, complaint, investigation, petition, suit or other proceeding, whether civil or criminal, in law or equity, or by or before any governmental authority ("Actions") arising out of or relating to the Transactions, this Agreement or the breach, termination or validity thereof, (ii) agrees not to commence any Action relating to the Transactions or this Agreement except in such courts and in accordance with the provisions of this Agreement, (iii) agrees that service of any process, summons, notice, or document by U.S. registered mail or as otherwise provided in this Agreement shall be effective service for any Action brought in any such court, (iv) waives any objection to the laying of venue of any Action arising out of this Agreement or the Transactions in the courts of the State of Maryland and of the United States of America, and (v) agrees not to plead or claim in any such court that any such Action brought in any such court has been brought in an inconvenient forum. Section 6.10 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given when mailed, delivered personally, telecopied (which is confirmed) or sent by an overnight courier service, such as Federal Express, to the parties at the following addresses (or at such other address for a party as shall be specified by such party by like notice): if to any of the Gotham Parties, to: Gotham Partners Management Co. L.L.C. 110 East 42nd Street, 18th Floor New York, NY 10017 Telephone: (212) 286-0300 Fax: (212) 286-1133 Attn: David Klafter if to the Company, to: Landmark Land Company, Inc. 2817 Crain Highway Upper Marlboro, MD 20774 Attn: William W. Vaughan, III Telephone: (301) 574-3330 Telecopy: (301) 574-3301 Section 6.11 Gotham Parties Representative. Each of the Gotham Parties hereby irrevocably appoints David Klafter as such party's attorney- in-fact and representative (the "Representative"), in such party's place and stead, to do any and all things and to execute any and all documents and give and receive any and all notices or instructions in connection with this Agreement and the transactions contemplated hereby. The Company shall be entitled to rely, as being binding on each member of the Gotham Parties, upon any action taken by the Representative or upon any document, notice, instruction or other writing given or executed by the Representative. Section 6.12 Press Release. Upon execution of this Agreement, the Company shall issue a press release substantially in the form attached hereto with such changes as may be mutually agreed to by the Company and the Representative (as such term is hereinafter defined). None of the parties hereto will make any public statements (including any statements in any filing with the Securities and Exchange Commission or any other governmental agency) that are inconsistent with, or are otherwise contrary to, the statements in the press release. Section 6.13 Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context clearly requires otherwise: "Encumbrances" shall mean any and all liens, charges, security interests, options, claims, mortgages, pledges, proxies, voting trusts or agreements, obligations, understandings or arrangements or other restrictions on title or transfer of any nature whatsoever. "Transactions" shall mean all the transactions provided for or contemplated by this Agreement. [Remainder of page intentionally left blank; signature page follows] IN WITNESS WEREOF, the parties hereto have executed this Agreement as of the day and year first above written. LANDMARK LAND COMPANY, INC. By: __________________________________ Name: __________________________________ Title:__________________________________ GOTHAM PARTNERS, L.P. GOTHAM PARTNERS III, L.P. By: Section H Partners, L.P., their General Partner By: Karenina Corp., its General Partner By: __________________________________ William. A. Ackman, President GOTHAM PARTNERS INTERNATIONAL, LTD. By: Gotham International Advisors L.L.C., its Manager By: __________________________________ William. A. Ackman, Managing Member GOTHAM HOLDINGS II, L.L.C. GOTHAM HOLDINGS III, L.L.C. By: Gotham Holdings Management, L.L.C. By: __________________________________ William. A. Ackman, Managing Member KARENINA PROPERTIES, L.L.C. By: Section H Partners, L.P., its Managing Member By: Karenina Corp., its General Partner By: __________________________________ William. A. Ackman, President -----END PRIVACY-ENHANCED MESSAGE-----