-----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, VQJXTS6j5behygHKJIGBquspOWPOPPTpqCu+gTzdfAsKt6fnhCkLDTdDmHk79Sqz EJsEHXR2xwkHGdt6DPL/5g== 0000950148-01-501407.txt : 20010809 0000950148-01-501407.hdr.sgml : 20010809 ACCESSION NUMBER: 0000950148-01-501407 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010808 GROUP MEMBERS: ASHER GOTTESMAN GROUP MEMBERS: IGOR KORBATOV GROUP MEMBERS: LEN FIRCH GROUP MEMBERS: LYLE WEISMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: G&L REALTY CORP CENTRAL INDEX KEY: 0000912240 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 954449388 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42963 FILM NUMBER: 1700476 BUSINESS ADDRESS: STREET 1: 439 N BEDFORD DR CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 3102739930 MAIL ADDRESS: STREET 1: 439 NORTH BEDFORD DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90210 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEISMAN LYLE CENTRAL INDEX KEY: 0001140464 STANDARD INDUSTRIAL CLASSIFICATION: TEXTILE MILL PRODUCTS [2200] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 14001 VENTURA BLVD CITY: LOS ANGELES STATE: CA ZIP: 91423 BUSINESS PHONE: 8187890919 MAIL ADDRESS: STREET 1: 14001 VENTURA BLVD CITY: LOS ANGELES STATE: CA ZIP: 91423 SC 13D/A 1 v74780sc13da.txt SSCHEDULE 13D AMENDMENT 9 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 9) G & L Realty Corp. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 36127 11 09 - -------------------------------------------------------------------------------- (CUSIP Number) Aaron A. Grunfeld, Esq. Resch Polster Alpert & Berger LLP 10390 Santa Monica Blvd., 4th Floor Los Angeles, California 90025 (310) 277-8300 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 7, 2001 - -------------------------------------------------------------------------------- (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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] 2 CUSIP No. 36127 11 09 --------------------- (1) Names of Reporting Persons. Lyle Weisman --------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [ X ] (b) [ ] --------------------------------------------------------------------- (3) SEC Use Only --------------------------------------------------------------------- (4) Source of Funds PF, OO --------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) --------------------------------------------------------------------- (6) Citizenship or Place of Organization United States --------------------------------------------------------------------- (7) Sole Voting Power Number of 89,600 Shares -------------------------------------------------------- Beneficially (8) Shared Voting Power Owned by Each -------------------------------------------------------- Reporting (9) Sole Dispositive Power Person With 89,600 -------------------------------------------------------- (10) Shared Dispositive Power -------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 89,600 --------------------------------------------------------------------- (12) Check if Aggregate Amount in Row (11) Excludes Certain Shares [ ] --------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) Approximately 3.8% based upon total number of shares shown outstanding on most recent Annual Report --------------------------------------------------------------------- 3 CUSIP No. 36127 11 09 --------------------- (1) Names of Reporting Persons. Asher Gottesman --------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [ X ] (b) [ ] --------------------------------------------------------------------- (3) SEC Use Only --------------------------------------------------------------------- (4) Source of Funds PF, OO --------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) --------------------------------------------------------------------- (6) Citizenship or Place of Organization United States --------------------------------------------------------------------- (7) Sole Voting Power Number of 40,310 Shares -------------------------------------------------------- Beneficially (8) Shared Voting Power Owned by Each -------------------------------------------------------- Reporting (9) Sole Dispositive Power Person With 40,310 -------------------------------------------------------- (10) Shared Dispositive Power -------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 40,310 --------------------------------------------------------------------- (12) Check if Aggregate Amount in Row (11) Excludes Certain Shares [ ] --------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) Approximately 1.73% based upon total number of shares shown outstanding on most recent Annual Report --------------------------------------------------------------------- (14) Type of Reporting Person IN --------------------------------------------------------------------- 4 CUSIP No. 36127 11 09 --------------------- (1) Names of Reporting Persons Len Fisch --------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [ X ] (b) [ ] --------------------------------------------------------------------- (3) SEC Use Only --------------------------------------------------------------------- (4) Source of Funds PF, OO --------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) --------------------------------------------------------------------- (6) Citizenship or Place of Organization United States --------------------------------------------------------------------- (7) Sole Voting Power Number of Shares -------------------------------------------------------- Beneficially (8) Shared Voting Power Owned by 194,200 joint voting power with Each Igor Korbatov Reporting -------------------------------------------------------- Person With (9) Sole Dispositive Power -------------------------------------------------------- (10) Shared Dispositive Power 194,200 joint dispositive power with Igor Korbatov -------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 194,200, jointly with Igor Korbatov --------------------------------------------------------------------- (12) Check if Aggregate Amount in Row (11) Excludes Certain Shares [ ] --------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) Approximately 8.3% based upon total number of shares shown outstanding on most recent Annual Report --------------------------------------------------------------------- (14) Type of Reporting Person IN --------------------------------------------------------------------- 5 CUSIP No. 36127 11 09 --------------------- (1) Names of Reporting Persons. Igor Korbatov --------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [ X ] (b) [ ] --------------------------------------------------------------------- (3) SEC Use Only --------------------------------------------------------------------- (4) Source of Funds PF, OO --------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) OR 2(e) --------------------------------------------------------------------- (6) Citizenship or Place of Organization United States --------------------------------------------------------------------- (7) Sole Voting Power Number of Shares -------------------------------------------------------- Beneficially (8) Shared Voting Power Owned by 194,200 joint voting power with Each Len Fisch Reporting -------------------------------------------------------- Person With (9) Sole Dispositive Power -------------------------------------------------------- (10) Shared Dispositive Power 194,200 joint dispositive power with Len Fisch -------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 194,200, jointly with Len Fisch --------------------------------------------------------------------- (12) Check if Aggregate Amount in Row (11) Excludes Certain Shares [ ] --------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) Approximately 8.3% based upon total number of shares shown outstanding on most recent Annual Report --------------------------------------------------------------------- (14) Type of Reporting Person IN --------------------------------------------------------------------- 6 The Schedule 13D, dated May 11, 2001, filed by the Reporting Persons, as amended by Amendment No. 1 filed on May 17, 2001, as amended by Amendment No. 2 filed on May 18, 2001, as amended by Amendment No. 3 filed on May 31, 2001, as amended by Amendment No. 4 filed on June 6, 2001, as amended by Amendment No. 5 filed on June 13, 2001, as amended by Amendment No. 6 filed on June 25, 2001, as amended by Amendment No. 7 filed on July 10, 2001, as amended by Amendment No. 8 held on August 1, 2001, is hereby further amended by this Amendment No. 9. Capitalized terms used herein without definition shall have the meanings given to them in prior filings. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Each of the Reporting Persons purchased the Common Stock in regular market transactions utilizing personal funds and funds made available on margin. The aggregate purchase price for the shares of Common Stock purchased through August 7, 2001 by Lyle Weisman was approximately $1,095,579. The aggregate purchase price for the shares of Common Stock purchased through August 7, 2001 by Asher Gottesman was approximately $492,921. The aggregate purchase price for the shares of Common Stock purchased through August 7, 2001 by Len Fisch and Igor Korbatov was approximately $2,403,211. ITEM 4. PURPOSE OF TRANSACTION Reference is made to the statement on Schedule 13D filed by the Reporting Persons on May 11, 2001, as amended by Amendment No. 1 filed May 17, 2001, as amended by Amendment No. 2 filed May 18, 2001, as amended by Amendment No. 3 filed on May 31, 2001, as amended by Amendment No. 4 filed on June 6, 2001, as amended by Amendment No. 5 filed on June 13, 2001, as amended by Amendment No. 6 filed on June 25, 2001, as amended by Amendment No. 7 filed on July 10, 2001, as amended by Amendment No. 8 filed on August 1, 2001. On June 5, 2001 the Reporting Persons delivered a proposal to the Special Committee of the Board of Directors of the Company, whereby the Reporting Persons offered to acquire, at the election of the Company, either (a) all of the issued and outstanding common stock of the Company (the "Common Stock") (including Common Stock issuable upon conversion of Partnership Interests), but not less than a majority, at a cash price equal to $15.00 per share of Common Stock or (b) all of the assets of the Company at an all cash purchase price equivalent to $15.00 per share of Common Stock (the "Offer"). By an amendment to the Offer dated June 22, 2001, the Reporting Persons (1) increased the cash price offered for the Common Stock to $15.25 per share, and (2) withdrew that portion of the Offer relating to a purchase of the assets of the Company. On July 6, 2001, the Reporting Persons presented a second amendment to the Offer (the "Revised Offer") to the Special Committee. Under the Revised Offer the Reporting Persons increased the cash price per share to $16.00 subject to: 7 - Acquiring 100% of the Common Stock - Satisfactorily completing corporate and legal due diligence - Limiting price adjustments following completion of due diligence to a floor of $15.25 per share if the Reporting Persons elect to continue with the transaction. At the Company's election the Reporting Persons indicated their willingness to acquire less than all, but not less than 50.1% of the Common Stock, giving effect to outstanding Common Stock equivalents including partnership units and to the share ownership of the Reporting Persons, at a price per share of $15.25. In this event the Reporting Persons indicated that they were willing to move forward with the transaction without requiring a contingency for due diligence. On July 19, 2001, the Special Committee presented a response to the Revised Offer. In that response, the Special Committee advised the Reporting Persons that it would be prepared to support a proposal by the Reporting Persons to acquire the Company in which: (i) all common stockholders (other than the Reporting Persons) receive a price of not less than $16.00 per share; (ii) the parties would promptly enter into a definitive acquisition agreement (the "Acquisition Agreement") with other terms substantially similar to those contained in the Agreement and Plan of Merger dated as of May 10, 2001, between the Company and an entity formed by Daniel M. Gottlieb and Steven D. Lebowitz (the "Existing Merger Agreement"); (iii) there would be no contingencies for due diligence or financing; (iv) the Reporting Persons would make a nonrefundable payment of $2.5 million to the Company (representing a portion of the fees and expenses that reportedly have been incurred by the Company to date and which the Special Committee anticipated would be incurred by the Company in the future if the Existing Merger Agreement were to be terminated); and (v) the Reporting Persons would be entitled to a termination fee of $2.5 million in the event that the acquisition did not take place due to a material breach by the Company of its obligations under the Acquisition Agreement, but under no other circumstances. The Special Committee advised the Reporting Persons that, if these terms were satisfactory, it would be prepared to make its recommendation to the board of directors upon: (i) the execution and delivery of a mutually satisfactory, legally binding term sheet incorporating these terms; (ii) review and approval by the Special Committee of the Reporting Persons' business plan for the Company so that the special committee can assure itself that the contractual obligations of the Company to holders of its preferred stock and debt will be adequately provided for after the change of control; and (iii) the payment of $2.5 million to the Company. In its response, the Special Committee also advised the Reporting Persons that it had obtained a waiver of the "no shop" provisions of the Existing Merger Agreement from Messrs. Gottlieb and Lebowitz so that it could respond to the Reporting Persons' proposal and enter into discussions and negotiations with the Reporting Persons. The Special Committee reminded the Reporting Persons that under the Existing Merger Agreement the Company would be obligated to pay a termination fee of $750,000 plus the reasonable fees and expenses of Messrs. Gottlieb and Lebowitz and their acquisition entity if the board of directors or Special Committee approved or recommended a competing proposal and the Existing Merger Agreement were terminated, regardless of whether the competing proposal led to a consummated transaction. The Special Committee also advised the Reporting Persons that there is a question as to whether the proposed acquisition of the Company by the Reporting Persons can be consummated because the Special Committee has been informed by Messrs. Gottlieb and Lebowitz that: (i) they do not 8 intend to support the Reporting Persons' proposal to acquire the Company; (ii) a small number of individual stockholders of the Company have advised Messrs. Gottlieb and Lebowitz that they do not intend to support the Reporting Persons' proposal; and (iii) these individual stockholders hold a number of shares of the Company's common stock that, when aggregated with the shares of common stock and common stock equivalents held by Messrs. Gottlieb and Lebowitz, could be sufficient to prevent the Reporting Persons from either obtaining the vote necessary to approve a merger or acquiring 50.1% of the outstanding shares of the Company's common stock. The Special Committee said that it had no independent knowledge as to whether this information is accurate. In light of this information, the Special Committee stated that it does not believe that the Company's common stockholders should bear the risk of the Reporting Persons' potential failure to obtain the requisite vote or share ownership. Therefore, before proceeding further with the Reporting Persons, the Special Committee indicated that it wants the Reporting Persons to agree to the terms set forth above and to make the nonrefundable payment of $2.5 million. On July 30, 2001, the Reporting Persons delivered a revised offer to the Special Committee (the "Third Amended Offer"). The Third Amended Offer is a price-enhanced, two-pronged offer to acquire all of the Company, but not less than 50.1%, for cash, either: - - at a price of $15.35 per share, not subject to a due diligence contingency; or - - at a price of $16.35 per share, subject to a due diligence contingency. Upon acceptance by the Company of either proposal, the Reporting Persons offered to make a good faith deposit of $750,000 within three business days of such acceptance, to be increased by $400,000 upon execution of the Acquisition Agreement whereupon the good faith deposit would become non-refundable, provided that the good faith deposit would be refunded if the transactions is unable to close prior to October 30, 2001 for any reason other than a breach of the Acquisition Agreement by the Reporting Persons. The other terms outlined in the Reporting Persons' previous offers, as amended, remain unchanged. The Third Amended Offer was scheduled to expire at 6:00 p.m. Pacific Daylight Time on Tuesday, August 7, 2001, unless accepted or extended by that time. At the request of the Special Committee, the Reporting Persons have extended the Third Amendment Offer to 7:00 p.m., Pacific Daylight Time on Tuesday, August 14, 2001. 9 The Reporting Persons, individually or collectively, may continue to acquire additional securities or dispose of securities of the Company in the future in their sole discretion. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a)
Aggregate Number of Shares Name Beneficially Owned Approximate Percentage of Class - ---- -------------------------- ------------------------------- Lyle Weisman 89,600 3.8% Asher Gottesman 40,310 1.73% Len Fisch and Igor Korbatov 194,200 8.3%
(b) 1. Lyle Weisman has sole voting and dispositive power over his 89,500 shares. 2. Asher Gottesman has sole voting and dispositive power over his 40,310 shares. 3. Len Fisch and Igor Korbatov have joint voting and dispositive power over their 194,200 shares. (a) Transactions effected during the past sixty days: Reference is made to the statement on Schedule 13D filed by the Reporting Persons on May 11, 2001, as amended by Amendment No. 1 filed May 17, 2001, as amended by Amendment No. 2 filed May 18, 2001, as amended by Amendment No. 3 filed on May 31, 2001, as amended by Amendment No. 4 filed on June 6, 2001, as amended by Amendment No. 5 filed on June 13, 2001, as amended by Amendment No. 6 filed on June 25, 2001, as amended by Amendment No. 7 filed on July 10, 2001, as amended by Amendment No. 8 filed on August 1, 2001. 1. Lyle Weisman stock purchases, all open market transactions:
Date Number of Shares Purchased Price Per Share ---- -------------------------- --------------- 7-31-01 100 $13.09
2. The following are additional Common Stock purchases by Len Fisch and Igor Korbatov from July 31, 2001. 10
Date Number of Shares Purchased Price Per Share - ---- -------------------------- --------------- 7-31-01 1,800 $13.10 7-31-01 1,200 $13.15
11 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit A, Joint Filing Agreement among the Reporting Persons. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: August 7, 2001 /s/ Lyle Weisman - ----------------------------------- Lyle Weisman Date: August 7, 2001 /s/ Asher Gottesman - ----------------------------------- Asher Gottesman Date: August 7, 2001 /s/ Len Fisch - ----------------------------------- Len Fisch Date: August 7, 2001 /s/ Igor Korbatov - ----------------------------------- Igor Korbatov EXHIBIT A Joint Filing Agreement Each of the undersigned hereby agrees to file jointly the statement on Schedule 13D to which this Agreement is attached, and any amendments thereto which may be deemed necessary, pursuant to Regulation 12d (2) (f) promulgated under the Securities Exchange Act of 1934, as amended. 12 It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of information concerning such party contained therein, but such party is not responsible for the completeness and accuracy of information concerning any other party unless such party knows or has reason to believe that such information is inaccurate. It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to the statements on Schedule 13D, and any amendments thereto, filed on behalf of the parties hereto. Date: May 11, 2001 /s/ Lyle Weisman --------------------------- Lyle Weisman /s/ Asher Gottesman --------------------------- Asher Gottesman /s/ Len Fisch --------------------------- Len Fisch /s/ Igor Korbatov --------------------------- Igor Korbatov -----END PRIVACY-ENHANCED MESSAGE-----