0001104659-05-006941.txt : 20120705 0001104659-05-006941.hdr.sgml : 20120704 20050216122551 ACCESSION NUMBER: 0001104659-05-006941 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050216 DATE AS OF CHANGE: 20050216 GROUP MEMBERS: GOTHAM INTERNATIONAL ADVISORS, L.L.C. GROUP MEMBERS: GOTHAM PARTNERS III, L.P. GROUP MEMBERS: GOTHAM PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SIMON WORLDWIDE INC CENTRAL INDEX KEY: 0000864264 STANDARD INDUSTRIAL CLASSIFICATION: APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300] IRS NUMBER: 043081657 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43175 FILM NUMBER: 05619833 BUSINESS ADDRESS: STREET 1: 1900 AVENUE OF THE STARS CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 310-553-4460 MAIL ADDRESS: STREET 1: 1900 AVENUE OF THE STARS CITY: LOS ANGELES STATE: CA ZIP: 90067 FORMER COMPANY: FORMER CONFORMED NAME: CYRK INC DATE OF NAME CHANGE: 19940214 FORMER COMPANY: FORMER CONFORMED NAME: CYRK INTERNATIONAL INC DATE OF NAME CHANGE: 19930521 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 13G/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 13G/A 1 a05-3709_1sc13ga.htm SC 13G/A

 

 

UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires:
December 31, 2005

 

SCHEDULE 13G

Estimated average burden hours per response. . 11

 

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

 

Simon Worldwide, Inc.

(Name of Issuer)

 

Common

(Title of Class of Securities)

 

828815100

(CUSIP Number)

 

12/31/04

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

ý

Rule 13d-1(c)

o

Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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).

 


 

CUSIP No.  828815100

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Gotham Partners, L.P.          ID. 13-3700768

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
New York

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
514,779

 

6.

Shared Voting Power 

 

7.

Sole Dispositive Power 
514,779

 

8.

Shared Dispositive Power

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
514,779

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
3.09%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

 

2


 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Gotham Partners III, L.P.     ID. 13-4011515

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
New York

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
26,742

 

6.

Shared Voting Power 

 

7.

Sole Dispositive Power 
26,742

 

8.

Shared Dispositive Power

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
26,742

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.16%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

 

3


 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Gotham International Advisors, L.L.C.             ID.  13-3981881

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,089,830

 

6.

Shared Voting Power 

 

7.

Sole Dispositive Power 
1,089,830

 

8.

Shared Dispositive Power

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,089,830

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
6.54%

 

 

12.

Type of Reporting Person (See Instructions)
IA

 

 

4


 

Item 1.

 

(a)

Name of Issuer
Simon Worldwide, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
101 Edgewater Dr., Wakefield, MA 01880

 

Item 2.

 

(a)

Name of Person Filing
Gotham Partners, L.P., a NY limited partnership (“Gotham”), with respect to shares of common stock directly owned by it; Gotham Partners III, L.P., a NY 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”), which serves as investment manager to Gotham Partners International, Ltd. (“Gotham International”), a company organized under the laws of the Cayman Islands, with respect to shares of common stock owned directly by Gotham International; the foregoing persons are sometimes referred to hereinafter as “Reporting Persons.”  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry as to the appropriate party.

 

(b)

Address of Principal Business Office or, if none, Residence
The address of the business office of Gotham, Gotham III and Gotham Advisors is 110 East 42nd Street, 18th fl., New York, NY 10017.  The address of the business office of Gotham International is c/o Goldman Sachs (Cayman) Trust, Ltd., Harbour Centre, 2d fl., PO Box 896, George Town, Grand Cayman, Cayman Islands BWI.

 

(c)

Citizenship
Gotham and Gotham III are limited partnerships organized under the laws of the State of New York.  Gotham Advisors is a limited liability company organized under the laws of the State of Delaware.

 

(d)

Title of Class of Securities
Common

 

(e)

CUSIP Number
828815100

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

5


 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

Gotham:  514,779

Gotham III:  26,742

Gotham Advisors:  1,089,830

 

(b)

Percent of class:   

Gotham: 3.09%

Gotham III: 0.16%

Gotham Advisors: 6.54%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

Gotham:  514,779

Gotham III:  26,742

Gotham Advisors:  1,089,830

 

 

(ii)

Shared power to vote or to direct the vote    

-0-

 

 

(iii)

Sole power to dispose or to direct the disposition of   

Gotham: 514,779

Gotham III: 26,742

Gotham Advisors: 1,089,830

 

 

(iv)

Shared power to dispose or to direct the disposition of   

-0-

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

 

Item 8.

Identification and Classification of Members of the Group

 

 

Item 9.

Notice of Dissolution of Group

 

 

Item 10.

Certification

Each of the Reporting Persons hereby makes the following certification:  By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

6


 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

February 16, 2004

 

Date

 

GOTHAM PARTNERS, L.P.
By: Section H Partners, L.P.
By:  Karenina Corp.
By: William A. Ackman, Pres.

/s/ William A. Ackman

 

Signature

 

 

 

GOTHAM PARTNERS, L.P.
By: Section H Partners, L.P.
By:  Karenina Corp.

By: William A. Ackman, Pres.

 

/s/ William A. Ackman

 

Signature

 

GOTHAM INTERNATIONAL ADVISORS, L.L.C.
By: William A. Ackman, Senior Managing Member

/s/ William A. Ackman

 

Signature

 

7