-----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, JLhEkWmHLinJTo2FCQRUpx2/DeXzVlLD9fCl2Q3iAdJIjl5RUQR+4KUOFTiW8/Pd EZL7Z10+sTUiDPmu+x6wNA== 0000895345-00-000166.txt : 20000302 0000895345-00-000166.hdr.sgml : 20000302 ACCESSION NUMBER: 0000895345-00-000166 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000229 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WELLSFORD REAL PROPERTIES INC CENTRAL INDEX KEY: 0001038222 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 133926898 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-51221 FILM NUMBER: 558062 BUSINESS ADDRESS: STREET 1: 535 MADISON AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212)838-3400 MAIL ADDRESS: STREET 1: 535 MADISON AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 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 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) Wellsford Real Properties, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 950241109 - -------------------------------------------------------------------------------- (CUSIP Number) Stephen Fraidin, P.C. Fried, Frank, Harris, Shriver & Jacobson One New York Plaza New York, New York 10005 (212) 859-8140 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 25, 2000 ----------------------------------------------------------------- (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. 950241109 Page 2 of 8 Pages 1 NAME OF REPORTING PERSON/ S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Gotham Partners, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (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 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 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% 14 TYPE OF REPORTING PERSON* PN * SEE INSTRUCTIONS SCHEDULE 13D CUSIP No. 950241109 Page 3 of 8 Pages 1 NAME OF REPORTING PERSON/ S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Gotham Partners III, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (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 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 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% 14 TYPE OF REPORTING PERSON* PN * SEE INSTRUCTIONS SCHEDULE 13D CUSIP No. 950241109 Page 4 of 8 Pages 1 NAME OF REPORTING PERSON/ S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Gotham International Advisors, L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (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 Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 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% 14 TYPE OF REPORTING PERSON* OO; IA * SEE INSTRUCTIONS Item 1. Security and Issuer This statement on Schedule 13D (the "Statement") relates to the Common Stock, $.01 par value ("Common Stock"), of Wellsford Real Properties, Inc., a Maryland corporation (the "Company"). The principal executive offices of the Company are located at 535 Madison Avenue, New York, New York 10022. Item 2. Identity and Background This Statement is being filed by Gotham Partners, L.P., a New York limited partnership ("Gotham"), with respect to shares of Common Stock owned by it, Gotham Partners III, L.P., a New York limited partnership ("Gotham III"), with respect to shares of Common Stock owned by it, and Gotham International Advisors, L.L.C., a Delaware limited liability company ("Gotham Advisors", and together with Gotham and Gotham III, the "Reporting Persons"), with respect to shares of Common Stock owned by Gotham Partners International, Ltd. ("Gotham International"), a Cayman exempted company. Each of Gotham and Gotham III was formed to engage in the buying and selling of securities for investment for its own account. Gotham Advisors was formed for the purpose of providing a full range of investment advisory services, including acting as the investment manager of one or more investment funds or other similar entities, including Gotham International. Section H Partners, L.P., a New York limited partnership ("Section H"), is the sole general partner of Gotham and Gotham III. Karenina Corp., a New York corporation ("Karenina"), and DPB Corp., a New York corporation ("DPB"), are the sole general partners of Section H. Karenina is wholly owned by Mr. William A. Ackman. DPB is wholly owned by Mr. David P. Berkowitz. Pursuant to an investment management agreement (the "Investment Management Agreement"), Gotham Advisors has the power to vote and dispose of the shares of Common Stock held for the account of Gotham International and, accordingly, may be deemed the "beneficial owner" of such shares. Messrs. Ackman and Berkowitz are the Senior Managing Members of Gotham Advisors. Gotham International, Section H, Karenina, DPB, Mr. Ackman and Mr. Berkowitz are sometimes hereinafter collectively referred to as the "Other Persons". Messrs. Ackman and Berkowitz are citizens of the United States of America, and the principal occupation of each of them is managing the affairs of (i) Karenina and DPB, respectively, and through such entities the affairs of Section H, Gotham and Gotham III, and (ii) Gotham Advisors, and through such entity the affairs of Gotham International. The business address of each of the Reporting Persons, Section H, Karenina, DPB, Mr. Ackman and Mr. Berkowitz is 110 East 42nd Street, 18th Floor, New York, New York 10017. The business address of Gotham International is c/o Goldman Sachs (Cayman) Trust, Limited, Harbour Centre, 2nd Floor, P.O. Box 896, George Town, Grand Cayman, Cayman Islands, British West Indies. During the last five years, none of the Reporting Persons or Other Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 4. Purpose of the Transaction Item 4 is hereby amended to add the following paragraph at the end thereof: On February 25, 2000, Gotham, Gotham III, Gotham International and Gotham Holdings I, L.L.C. ("Gotham Holdings I"), a Delaware limited liability company of which the managing member is Gotham Holdings Management LLC, a Delaware limited liability company the sole members of which are Messrs. Ackman and Berkowitz, entered into a Letter Agreement with the Company to sell all of the shares of Common Stock beneficially owned by the Reporting Persons, Gotham International and Gotham Holdings I to the Company. The Letter Agreement also contains standstill provisions lasting through December 28, 2002. A copy of the Letter Agreement is attached hereto as Exhibit 2 and incorporated by reference herein. Item 5. Interest in Securities of the Issuer (a) The Reporting Persons have ceased to beneficially own any shares of Common Stock. (b) The Reporting Persons do not have voting or dispositive power over any shares of Common Stock. (c) As of January 1, 2000, Gotham and Gotham International distributed 175,723 and 99,262 shares of Common Stock, respectively, to two entities holding an economic interest in Gotham and Gotham International and such shares were recontributed by these two entities to Gotham Holdings I. On February 25, 2000, the 2,573,632 shares of Common Stock beneficially owned by the Reporting Persons, Gotham International and Gotham Holdings I were repurchased by the Company in a private sale in New York, New York at a price of $8.00 per share pursuant to the Letter Agreement attached hereto as Exhibit 2 and incorporated by reference herein. (d) Not applicable. (e) The Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock as of February 25, 2000. Item 7. Material to be Filed as Exhibits The following exhibits are being filed with this Schedule: Exhibit 1 A written agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(f)(1) promulgated under the Securities Exchange Act of 1934 (incorporated by reference to the filing on Schedule 13D dated December 29, 1999 with respect to the Company which this filing amends). Exhibit 2 Letter Agreement dated February 25, 2000. 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. February 29, 2000 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 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 EX-99.2 2 Wellsford Real Properties, Inc. 535 Madison Avenue New York, New York 10022 February 25, 2000 Gotham Partners, L.P. Gotham Partners International, Ltd. Gotham Partners III, L.P. Gotham Holdings I, L.L.C. c/o Gotham Partners, L.P. 110 East 42nd Street New York, N.Y. 10017 Ladies and Gentlemen: It is our understanding that Gotham Partners, L.P., Gotham Partners International, Ltd., Gotham Partners III, L.P., and Gotham Holdings I, L.L.C. (each a "Gotham Entity," and collectively, the "Gotham Entities") each owns the number of share of common stock ("Common Stock"), par value $.01 per share, of Wellsford Real Properties, Inc. ("WRP") set forth opposite its name on Exhibit A hereto (all such shares are referred to herein as the "Shares"). Promptly upon the closing of trading on the American Stock Exchange on the date hereof, WRP shall purchase (the "Purchase"), and each Gotham Entity shall sell, all of the Shares set forth opposite its name on Exhibit A hereto for a purchase price (the "Purchase Price") of $8.00 per share (equal to an aggregate of $20,589,056 for all of the Shares). Upon confirmation by WRP that all of the Shares have been deposited in WRP's account at Goldman Sachs & Co., in proper form for transfer, WRP shall promptly wire the Purchase Price, in immediately available funds, to an account designated in writing by the Gotham Entities. In connection with the Purchase, each Gotham entity hereby represents and warrants to WRP as follows: (a) Each Gotham Entity is the sole record and beneficial owner of, and has good and valid title to the Shares set forth opposite its name on Exhibit A hereto, free and clear of any and all liens, pledges, encumbrances, charges, agreements or claims of any kind whatsoever. (b) Each Gotham entity has the requisite corporate, partnership or limited liability company power, a the case may be, and authority to execute, deliver and perform its obligations under this letter agreement and to sell, assign, transfer and deliver the Shares set forth opposite its name on Exhibit A hereto as provided in this letter agreement, and the delivery of the Shares set forth opposite its name on Exhibit A hereto to WRP as provided in this letter agreement will convey to WRP good and marketable title to the Shares set forth opposite its name on Exhibit A hereto, free and clear of any and all liens, pledges, encumbrances, charges, agreements or claims of any kind whatsoever. (c) The execution and delivery of this letter agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate, partnership or limited liability company action, as the case may be, of each Gotham Entity. This letter agreement has been duly executed and delivered by each Gotham Entity and constitutes the legal, valid and binding obligation of each Gotham Entity, enforceable against each Gotham Entity in accordance with its terms. (d) No Gotham Entity is a party to, subject to or bound by, any agreement, judgment, order, writ, injunction or decree of any court or governmental body which are in conflict with or would prevent the performance by such Gotham Entity of its obligations under this letter agreement. (e) Each Gotham Entity is fully familiar with the business and financial condition of WRP and has made whatever inquiries it deemed necessary in connection with the Purchase. Each Gotham Entity has had an opportunity to ask questions of, and receive answers from, officers concerning WRP and its financial condition, and all such questions, if any, have been answered to the full satisfaction of such Gotham Entity. In connection with the foregoing, each Gotham Entity hereby acknowledges that until December 28, 2002, no Gotham Entity or its affiliates shall, directly or indirectly, (a)(x) solicit, seek or offer to effect or effect, (xx) negotiate with or provide any information to the Board of Directors of WRP, any director or officer of WRP or any stockholder of WRP with respect to, (xxx) make any statement or proposal, whether written or oral, either alone or in concert with others, to the Board of Directors of WRP, any director or officer of WRP or any stockholder of WRP or any other person with respect to, or (xxxx) make any public announcement (except as required by law in respect of actions permitted hereby) or proposal or offer whatsoever (including, but not limited to, any "solicitation" or "proxies" as such terms are defined or used in Regulation 14A of the Exchange Act) with respect to, (i) any form of business combination or similar or other extraordinary transaction involving WRP or any affiliate thereof, including, without limitation, a merger, tender or exchange offer or liquidation of WRP's assets, (ii) any form of restructuring, recapitalization or similar transaction with respect to WRP or any affiliate thereof, (iii) any purchase of any securities or assets, or rights or options to acquire any securities or assets (through purchase, exchange, conversion or otherwise), of WRP or any affiliate thereof, (iv) any proposal to seek representation on the Board of Directors of WRP or to seek to appoint, elect or remove any member of the Board of Directors of WRP or make any public statements proposing or suggesting any change in the Board of Directors or management of WRP or otherwise to seek to control or influence the management, Board of Directors of WRP or any affiliate thereof, (v) any request or proposal to waive, terminate or amend the provisions of this agreement or (vi) any proposal or other statement inconsistent with the terms of this agreement or (b) instigate, encourage, join, act in concert with or assist (including, but not limited to, providing or assisting in any way in the obtaining of financing for, or acting as a joint or co-bidder for WRP with) any third party to do any of the foregoing (the actions referred to in (a) and (b) in this sentence are referred to as "Prohibited Actions"), unless and until such Gotham Entity has received the prior written invitation or approval of a majority of the Board of Directors of WRP to do any of the foregoing, it being agreed and understood that the entering into of this agreement shall not constitute such invitation or approval. Each Gotham Entity acknowledges and agrees that in the event of any breach of this agreement by any Gotham Entity, WRP would be irreparably and immediately harmed and could not be made whole by monetary damages. It is accordingly agreed that WRP in addition to any other remedy to which it may be entitled in law or equity, shall be entitled to an injunction or injunctions to prevent breaches of this agreement by any Gotham Entity and to compel specific performance of this agreement, without the need for proof of actual damages. Further, each Gotham Entity hereby waives any request for or the seeking or posting of any bond in connection with such injunction or injunctions. Each Gotham Entity and WRP agrees that until December 28, 2002, it will not solicit to hire any person then currently employed by the other party; it being understood that "solicit to hire" does not include any written or oral contracts initiated by an employee of either a Gotham Entity or WRP with respect to the employee's potential employment by either party to this agreement. It is understood and agreed that no failure or delay by either party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. This agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the principles of conflict of laws thereof. This agreement may not be assigned in whole or in part by either party without the prior written consent of the other party. This Agreement set forth the entire agreement of the parties and is intended to supercede all prior agreements, including, without limitation, that certain Letter Agreement, dated December 28, 1999 between WRP and Gotham Partners, L.P. This agreement may be executed in counterparts, each of which shall be deemed to be an original, and all of which shall constitute the same agreement. Very truly yours, WELLSFORD REAL PROPERTIES, INC. By: /s/ Jeffrey Lynford ------------------------------- Title: Chairman Agreed: GOTHAM PARTNERS, L.P. GOTHAM PARTNERS III, L.P. By: Section H Partners, L.P., General Partner By: Karenina Corp., a GP /s/ William A. Ackman - --------------------------------- William A. Ackman President GOTHAM PARTNERS INTERNATIONAL, LTD By: Gotham Intl. Advisors, L.L.C., the Investment Manager /s/ William A. Ackman - --------------------------------- William A. Ackman Senior Managing Member GOTHAM HOLDINGS I, L.L.C. By: Gotham Holdings Management LLC, the Manager /s/ William A. Ackman - --------------------------------- William A. Ackman Managing Member EXHIBIT A Gotham Partners, L.P. 1,416,609 Gotham Parnters International, Ltd. 880,838 Gotham Partners III, L.P. 1,200 Gotham Holdings I, L.L.C. 274,985 -----END PRIVACY-ENHANCED MESSAGE-----