-----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, HW/tz5JV4ofkE7pK86KlI/9Du9Oo0k8wmtggFxldnqZlI0qslHKOqoBblV8I/Kd5 hExhDjgj4dPEgH6n6N+shQ== 0000899983-02-000015.txt : 20021004 0000899983-02-000015.hdr.sgml : 20021004 20021004161942 ACCESSION NUMBER: 0000899983-02-000015 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021004 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: 02782177 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 llnd13.txt SCHEDULE 13D (Amendment No. 13) 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, L.P. 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) October 2, 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 14,092 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 14,092 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,092 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.18% 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 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)[ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% 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 22,508 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH ** 9 SOLE DISPOSITIVE POWER REPORTING 22,508 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,508 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)[ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.28% 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 19,185 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 19,185 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,185 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.24% 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 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% 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 0 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) 0.15% 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 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) 0.15% 14 TYPE OF REPORTING PERSON* OO;IA Page 9 of 10 Pages This Amendment No. 13 (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, $0.50 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. The contingencies having been met, on October 2, 2002, the Company paid to the following parties $1.00 per share for the following shares: Seller: Shares: Gotham Partners, L.P. 1,652,304 Gotham Partners III, L.P. 36,779 Karenina Properties,LLC 1,242,070 Gotham Partners International Ltd. 75,600 Gotham Holdings II, LLC 210,917 The foregoing shares represent the majority of the parties' holdings of the Company's common stock. The Reporting Persons anticipate that the remaining sales of their shares will be completed shortly. 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. October 4, 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 -----END PRIVACY-ENHANCED MESSAGE-----