-----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, GuD5W8MNlNmPL02K6nAe8KGBCh2sJ3X0BiUnHwhp33L4sFk+WOGR9kLZmxrvaUd3 UKN8gdO61stRlC4KbA3L9A== 0000895345-99-000581.txt : 19991230 0000895345-99-000581.hdr.sgml : 19991230 ACCESSION NUMBER: 0000895345-99-000581 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19991229 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 SEC ACT: SEC FILE NUMBER: 005-51221 FILM NUMBER: 99782663 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 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 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __) 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) December 28, 1999 (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 |X|. 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 9 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 1,592,332 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 1,592,332 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,592,332 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.82% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS SCHEDULE 13D CUSIP No. 950241109 Page 3 of 9 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 1,200 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 1,200 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,200 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.01% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS SCHEDULE 13D CUSIP No. 950241109 Page 4 of 9 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 980,100 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 980,100 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 980,100 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.82% 14 TYPE OF REPORTING PERSON* 00; 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 3. Source and Amount of Funds or Other Consideration The aggregate purchase prices of the Common Stock purchased by Gotham, Gotham III and Gotham International were $21,599,749, $16,092 and $13,352,014, respectively. All of the funds required for the purchases were obtained from the general funds of Gotham, Gotham III and Gotham International, respectively. Item 4. Purpose of the Transaction Except as set forth below, none of the Reporting Persons has any plans or proposals which would relate to or result in any of the matters set forth in clauses (a) through (j) of Item 4 of the Schedule 13D form. First Union Real Estate Equity and Mortgage Investments ("First Union"), an Ohio business trust which may be deemed to be controlled by the Reporting Persons, has engaged and may continue to engage in discussions and may engage in negotiations with the Company regarding a possible business combination or other material transaction involving First Union and the Company. On December 28, 1999, each of First Union and Gotham entered into a confidentiality and standstill agreement with the Company, copies of which are attached hereto as Exhibit 2 and Exhibit 3, respectively, and incorporated by reference herein. There is no assurance that a transaction involving First Union and the Company will be consummated. The Reporting Persons acquired the Common Stock for investment purposes in the ordinary course of their business. The Reporting Persons pursue an investment objective that seeks capital appreciation. In pursuing this investment objective, the Reporting Persons analyze the operations, capital structure and markets of companies in which they invest, including the Company, through analysis of documentation and discussions with knowledgeable industry and market observers and with representatives of such companies (often at the invitation of management). As a result of these activities, one or more of the Reporting Persons may participate in interviews or hold discussions with third parties or with management in which the Reporting Person may suggest or take a position with respect to potential changes in the operations, management or capital structure of such companies as a means of enhancing shareholder values. Such suggestions or positions may relate to one or more of the transactions specified in clauses (a) through (j) of Item 4 of the Schedule 13D form, including, without limitation, such matters as disposing of one or more businesses, selling the company or acquiring another company or business, changing operating or marketing strategies, adopting, not adopting, modifying or eliminating certain types of anti-takeover measures, restructuring the company's capitalization, and reviewing dividend and compensation policies. In the ordinary course of their business, the Reporting Persons have met with the management of the Company to discuss the business and financial condition of the Company. Subject to the second paragraph of this Item 4, each of the Reporting Persons will continue to assess the Company's business, financial condition, results of operations and prospects, general economic, financial and industry conditions, the securities markets and future trading prices in general and those for the Company's securities in particular, other developments and other investment opportunities. Depending on such assessments, one or more of the Reporting Persons may acquire additional Common Stock or may determine to sell or otherwise dispose of all or some of its holdings of Common Stock. Item 5. Interest in Securities of the Issuer (a) Gotham owns 1,592,332 shares of Common Stock as of the date of this Statement, representing an aggregate of approximately 7.82% of the outstanding Common Stock of the Company. Gotham III owns 1,200 shares of Common Stock as of the date of this Statement, representing an aggregate of approximately 0.01% of the outstanding Common Stock of the Company. Gotham International owns 980,100 shares of Common Stock as of the date of this Statement, representing an aggregate of approximately 4.82% of the outstanding Common Stock of the Company. The percentages in this paragraph are calculated based upon 20,351,571 outstanding shares of Common Stock of the Company, as reported in the Company's Form 10-Q for the quarter ended September 30, 1999. None of Gotham Advisors, Section H, Karenina, DPB, Mr. Ackman or Mr. Berkowitz beneficially own any Common Stock (other than the Common Stock beneficially owned by Gotham, Gotham III and Gotham International). (b) Each of Gotham and Gotham III has sole power to vote and to dispose of all of the Common Stock beneficially owned by it. Pursuant to the Investment Management Agreement, Gotham Advisors currently has the power to vote and to dispose of all of the Common Stock beneficially owned by Gotham International. (c), (d) and (e). Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Pursuant to Gotham's confidentiality and standstill agreement with the Company, Gotham agreed that neither Gotham nor its affiliates would, for a period of one year, directly or indirectly, take certain actions with respect to the Company unless and until Gotham has received the prior written invitation or approval of a majority of the Board of Directors of the Company; provided, however, that at any time after June 28, 2000, Gotham and its affiliates may purchase up to an aggregate of 20% of the outstanding shares of any class of common stock of the Company (including any such shares owned on December 28, 1999); provided, further that any such shares of common stock that are so acquired shall be voted on all matters submitted to a vote of the Company's stockholders during the six month period beginning June 28, 2000 and ending December 28, 2000 as directed by the Board of Directors of the Company. First Union's confidentiality and standstill agreement with the Company is substantially similar to Gotham's confidentiality and standstill agreement, without allowance for any purchases of Common Stock until after December 28, 2000. The foregoing descriptions of the confidentiality and standstill agreements are qualified in their entirety by reference to the copies of these agreements which are attached hereto as Exhibit 2 and Exhibit 3 and incorporated by reference herein. Except as described above, none of the Reporting Persons or Other Persons is a party to any contract, arrangement, understanding or relationship with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, divisions of profit or losses or the giving or withholding of proxies. 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, as amended. Exhibit 2 Confidentiality and Standstill Agreement dated December 28, 1999 between First Union and the Company. Exhibit 3 Confidentiality and Standstill Agreement dated December 28, 1999 between Gotham and the Company. Exhibit 4 Press Release dated December 29, 1999. 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 29, 1999 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-99.1 2 EXHIBIT 1 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(f)1 The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate. DATED: December 29, 1999 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 3 EXHIBIT 2 Wellsford Real Properties, Inc. 535 Madison Avenue New York, New York 10022 December 28, 1999 First Union Real Estate Equity and Mortgage Investments 55 Public Square Suite 1900 Cleveland, OH 44113 Ladies and Gentlemen: First Union Real Estate Equity and Mortgage Investments ("First Union") and Wellsford Real Properties, Inc. ("WRP") have expressed an interest in exploring a possible transaction (the "Transaction") and, in connection therewith, may exchange certain confidential information. As used herein, "Confidential Material" means, with respect to either party hereto (each a "Providing Party"), all information, whether oral, written or otherwise (including any information furnished prior to the execution of this agreement), furnished to the other party hereto (each a "Receiving Party") or to such Receiving Party's directors, trustees, officers, partners, members, managers, Affiliates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934 (the "Exchange Act")), employees, agents or representatives (collectively, "Representatives"), by the Providing Party and all reports, analyses, compilations, studies and other materials prepared by the Receiving Party or its Representatives (in whatever form maintained, whether documentary, computer storage or otherwise) containing, reflecting or based upon, in whole or in part, any such proprietary confidential information. The term "Confidential Material" does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party, its Representatives or anyone to whom the Receiving Party or any of its Representatives transmit any Confidential Material in violation of this agreement or (ii) is or becomes known or available to the Receiving Party or its Representatives on a non-confidential basis from a source (other than the Providing Party or one of its Representatives) who is not, to the knowledge of the Receiving Party after reasonable inquiry, prohibited from transmitting the information to the Receiving Party or its Representatives by a contractual, legal or fiduciary obligation. In consideration of the exchange of the Confidential Material, First Union and WRP agree that: 1. Subject to paragraph 3 below, the Confidential Material will be kept confidential and will not, without the prior written consent of the Providing Party, be disclosed by the Receiving Party or its Representatives, in whole or in part, and will not be used by the Receiving Party or its Representatives, directly or indirectly, for any purpose other than in connection with evaluating, negotiating or advising with respect to a possible Transaction. Moreover, such Receiving Party agrees to disclose that it is evaluating a Transaction and transmit Confidential Material to its Representatives only if and to the extent that such Representatives need to know the Confidential Material for the purpose of evaluating, negotiating or advising with respect to such Transaction and are informed by such Receiving Party of the confidential nature of the Confidential Material and of the terms of this agreement. In any event, each Receiving Party will be responsible for any actions by its Representatives which are not in accordance with the provisions hereof. 2. Subject to paragraph 3 below, without the prior written consent of the other party hereto, except as required by law, neither First Union nor WRP nor any of their respective Representatives will disclose to any person any information regarding a possible Transaction or any information relating in any way to the Confidential Material, including, without limitation,(i) the fact that discussions or negotiations are taking place concerning a possible Transaction, including the status thereof or the termination of discussions or negotiations, (ii) any of the terms, conditions or other facts with respect to any such possible Transaction or (iii) that this agreement exists or that Confidential Material has been provided. The term "Person" as used in this agreement shall be broadly interpreted to include, without limitation, any corporation, company, group, limited liability company, partnership or other entity or any individual. 3. In the event that either the Receiving Party, or its Representatives or anyone to whom such Receiving Party or its Representatives supply the Confidential Material or any of the facts or information referred to in paragraph 2 above, are requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand, any informal or formal investigation by any government or governmental agency or authority or otherwise in connection with legal processes) to disclose any Confidential Material or any of the facts or information referred to in the immediately preceding paragraph or any information relating to a possible Transaction or such Person's opinion, judgment, view or recommendation concerning the Providing Party as developed from the Confidential Material, such Receiving Party agrees (i) to immediately notify the Providing Party of the existence, terms and circumstances surrounding such a request,(ii) to consult with the Providing Party on the advisability of taking legally available steps to resist or narrow such request and (iii) if disclosure of such information is required, to furnish only that portion of the Confidential Material which, in the opinion of such Receiving Party's counsel, such Receiving Party is legally compelled to disclose and to cooperate with any action by the Providing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Material, it being agreed that the Providing Party shall reimburse the Receiving Party for all reasonable out-of-pocket expense incurred by the Receiving Party in connection with such cooperation. 4. Each of First Union and WRP hereby acknowledges that it is aware, and agrees to advise such of its Representatives who are informed in accordance with the terms of this agreement as to the matters which are the subject of this agreement, that the United States securities laws prohibit any person who has received from an issuer material, non-public information concerning the matters which are the subject to this agreement from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. 5. Each Receiving Party hereby acknowledges that the Confidential Material is being furnished to it in consideration of its agreement that, for a period of one year from the date hereof, neither such Receiving Party nor 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 or Board of Trustees, as the case may be, of the Providing Party, any trustee, director or officer of the Providing Party or any stockholder of the Providing Party 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 or Board of Trustees, as the case may be, of the Providing Party, any director or officer of the Providing Party or any stockholder of the Providing Party 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 the Providing Party or any Affiliate thereof, including, without limitation, a merger, tender or exchange offer or liquidation of the Providing Party's assets, (ii) any form of restructuring, recapitalization or similar transaction with respect to the Providing Party 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 the Providing Party or any Affiliate thereof, (iv) any proposal to seek representation on the Board of Directors or Board of Trustees, as the case may be, of the Providing Party or to seek to appoint, elect or remove any member of the Board of Directors or Board of Trustees, as the case may be, of the Providing Party or make any public statements proposing or suggesting any change in the Board of Directors or Board of Trustees, a the case may be, or management of the Providing Party or otherwise to seek to control or influence the management, Board of Directors or Board of Trustees, as the case may be, or policies of the Providing Party 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 the Providing Party 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 Receiving Party has received the prior written invitation or approval of a majority of the Board of Directors or Board of Trustees, as the case may be, of the Providing Party 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. 6. Each Receiving Party acknowledges that neither the Providing Party nor any of its Representatives has made, or, except as may be otherwise provided in any definitive agreement relating to a Transaction, will make, any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Material. Each Receiving Party agrees that, except as may be otherwise provided in any definitive agreement relating to a Transaction, neither the Providing Party nor its Representatives shall have any liability to such Receiving Party or any of its Representatives resulting from the Confidential Material or the Receiving Party's or its Representatives' consideration of, or participation in a process relating to, a possible Transaction. 7. Promptly upon request from either Providing Party, the Receiving Party shall, except to the extent prevented by law, redeliver to the Providing Party or destroy all tangible Confidential Material delivered to it or its Representatives and any other tangible material containing, prepared on the basis of, or reflecting any information in the Confidential Material (whether prepared by the Providing Party, its advisors or otherwise), including all reports, analyses, compilations, studies and other materials containing or based on the Confidential Material or reflecting such Receiving Party's review of, or interest in, such Providing Party, and will not retain any copies, extracts or other reproductions in whole or in part of such tangible material. Any such destruction shall be certified in writing to the Providing Party by an authorized officer of the Receiving Party supervising the same. 8. Each of First Union and WRP acknowledges and agrees that in the event of any breach of this agreement by either party, the other party would be irreparably and immediately harmed and could not be made whole by monetary damages. It is accordingly agreed that each party, 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 the other party or by any non-party recipient of the Confidential Material and to compel specific performance of this agreement, without the need for proof of actual damages. Further, each party hereby waives any request for or the seeking or posting of any bond in connection with such injunction or injunctions. 9. Each of First Union and WRP agrees that (i) unless and until a definitive written agreement between them with respect to a Transaction has been executed and delivered, neither First Union nor WRP will be under any legal obligation of any kind whatsoever with respect thereto and (ii) this agreement shall be superseded by such definitive written agreement, except to the extent otherwise provided therein. The agreements set forth in this agreement may be modified or waived only by a written instrument duly executed by First Union and WRP. 10. Each of First Union and WRP agrees that for a period of two years from the date hereof it will not solicit to hire any person then currently employed by the other party. 11. Each of First Union and WRP agrees that it will not contact or solicit information from any of the other party's stockholders, employees, tenants, vendors or lenders except to the extent approved in writing by such other party, which consent will not be unreasonably withheld or delayed if such other party intends to continue discussions regarding a Transaction. 12. 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. 13. 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 may be executed in counterparts, each of which shall be deemed to be an original, and all of which shall constitute the same agreement. 14. Notwithstanding anything contained herein to the contrary, this agreement is made and executed on behalf of First Union by its officer(s) on behalf of the trustees thereof, and none of the trustees or any additional or successor trustee hereafter appointed, or any beneficiary, officer, employee or agent of First Union shall have any liability in his or her personal or individual capacity, but instead, WRP shall look solely to the property and assets of First Union for satisfaction of claims of any nature arising under or in connection with this agreement. Very truly yours, WELLSFORD REAL PROPERTIES, INC. By: /s/ Edward Lowenthal ------------------------------ Agreed: FIRST UNION REAL ESTATE AND MORTGAGE INVESTMENTS By: /s/ William A. Ackman -------------------------- Chairman EX-99.3 4 EXHIBIT 3 Wellsford Real Properties, Inc. 535 Madison Avenue New York, New York 10022 December 28, 1999 Gotham Partners, L.P. 110 East 42nd Street New York, N.Y. 10017 Ladies and Gentlemen: Gotham Partners, L.P. ("Gotham") and Wellsford Real Properties, Inc. ("WRP") have expressed an interest in exploring a possible transaction (the "Transaction") between WRP and an entity which is an affiliate (as defined in Rule 12b-2 under the Securities Exchange Act of 1934 (the "Exchange Act) of Gotham. In connection with the foregoing and in consideration of confidential information provided by WRP to Gotham, Gotham hereby acknowledges that for a period of one year from the date hereof, neither Gotham nor 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 Gotham 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; provided, however, that at any time after six months after the date hereof, Gotham and its Affiliates may purchase up to an aggregate of 20% of the outstanding shares of any class of common stock of WRP (including any such shares owned on the date hereof); provided, further that any such shares of common stock that are so acquired shall be voted on all matters submitted to a vote of WRP's stockholders during the six month period beginning six month after the date hereof and ending one year after the date hereof (the "Six Month Period") as directed by the Board of Directors of WRP. 1. Each of Gotham and WRP acknowledges and agrees that in the event of any breach of this agreement by either party, the other party would be irreparably and immediately harmed and could not be made whole by monetary damages. It is accordingly agreed that each party, 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 the other party and to compel specific performance of this agreement, without the need for proof of actual damages. Further, each party hereby waives any request for or the seeking or posting of any bond in connection with such injunction or injunctions. 2. Each of Gotham and WRP agrees that for a period of two years from the date hereof it will not solicit to hire any person then currently employed by the other party. 3. Each of Gotham and WRP agrees that it will not contact or solicit information from any of the other party's stockholders, employees, tenants, vendors or lenders except to the extent approved in writing by such other party, which consent will not be unreasonably withheld or delayed if such other party intends to continue discussions regarding a Transaction. 4. For a period of one year from the date hereof, WRP agrees that it will not adopt any stockholders rights plan or similar plan that would directly or indirectly restrict, limit or otherwise affect the ability of Gotham to acquire the beneficial ownership of 20% or less of any class of outstanding common stock of WRP (including any such shares owned on the date hereof). 5. 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. 6. 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 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/ Edward Lowenthal --------------------------------- Agreed: GOTHAM PARTNERS, L.P. By: Section H Partners, L.P., General Partner By: DPB Corporation, General Partner By: /s/ David P. Berkowitz ----------------------------- Title: President EX-99.4 5 EXHIBIT 4 For Immediate Release --------------------- First Union Real Estate Investments Announces Exploration of Possible - --------------------------------------------------------------------- Transaction Involving Wellsford Real Properties, Inc. - ----------------------------------------------------- Cleveland, Ohio. December 29, 1999. First Union Real Estate Investments announced today that it has entered into a confidentiality and standstill agreement with Wellsford Real Properties, Inc. which will permit First Union and Wellsford to explore the possibility of a business combination or other material transaction. Gotham Partners, L.P. also announced today that it has filed a Schedule 13D with the Securities and Exchange Commission regarding Wellsford. The filing disclosed that Gotham has also entered into a confidentiality and standstill agreement with Wellsford in connection with the exploration of a possible transaction involving First Union and Wellsford. There is no assurance that a transaction will be consummated. No further announcements are intended to be made concerning the possible transaction until a definitive agreement has been executed or the discussions have been terminated. Certain statements contained in this news release that are forward-looking are based on current expectations that are subject to a number of uncertainties and risks, and actual results may differ materially. The uncertainties and risks include, but are not limited to, changes in market activity, changes in local real estate conditions and markets, actions by competitors, interest rate movements and general economic conditions. Further information concerning First Union can be found in the information included in the Annual Report on Form 10K filed by First Union with the SEC. First Union Real Estate Equity and Mortgage Investments is a NYSE-listed stapled-stock real estate investment trust. -----END PRIVACY-ENHANCED MESSAGE-----