CUSIP 950240101 13D
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
Wellsford Real Property, Inc.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
950240101
(CUSIP Number)
Jeffrey A. Altman
Peter A. Langerman
Franklin Mutual Advisers, LLC
51 John F. Kennedy Parkway
Short Hills, New Jersey 07078
973.912.2042
(Name, Address and Telephone Number of Person
Authorized to
Receive Notices and Communications)
March 16, 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-l(e) 13d-1(f) or 13d-1(g) or (4), check the
following box [X].
*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 (the "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).
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Franklin Mutual Advisers, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
See Item 3
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7. SOLE VOTING POWER
3,221,069(See Item 5)
8. SHARED VOTING POWER
None (See Item 5)
9. SOLE DISPOSITIVE POWER
4,057,569(See Item 5)
10. SHARED DISPOSITIVE POWER
None (See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,057,569, with power to vote 3,221,069 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
21.4%, with power to vote 19.4% (See Item 5)
14. TYPE OF REPORTING PERSON IA
Item 1. Security and Issuer
This Statement relates to the Common Stock (the "Common
Stock ") of Wellsford Real Property, Inc., a Maryland
corporation (the "Issuer"). The Issuer's principal executive
offices are located at 535 Madison Avenue, New York, NY
10022.
Item 2. Identity and Background
(a) Name:
Franklin Mutual Advisers, LLC ("FMA")
(b) State of Organization:
Delaware
(c) Principal Business:
An investment adviser registered with the U.S.
Securities and Exchange Commission
Address of Principal Business/Principal Office:
51 John F. Kennedy Parkway
Short Hills, NJ 07078
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
The name, residence or business address, and the principal
occupation or employment and the name, principal business
and address of any corporation or other organization in
which such employment is conducted, of each executive
officer and director and each controlling person, if any, of
the reporting person named above is set forth in Exhibit A
hereto. To the best knowledge of the persons listed in Item
2 hereof, each person listed on Exhibit A is a United States
citizen and, during the last five years, neither the
reporting person nor any person listed in Exhibit A attached
(i) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) 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 securities reported herein were acquired with funds of
approximately $ 48 million (including brokerage
commissions). All such funds were provided by FMA's advisory
clients' working capital.
Item 4. Purpose of Transaction
The securities covered in this statement were originally
acquired by FMA's advisory clients for the purpose of
investment. Neither FMA nor any executive officer or
director of FMA has any present plans or intentions to
acquire or dispose of any securities of the Issuer other
than on behalf of FMA's clients for the purpose of
investment.
On March 16 and 17, 2000, representatives of FMA consulted
with representatives of the Issuer concerning the current
composition of the Issuer's Board of Directors and possible
nominees for election at the 2000 Annual Meeting of
Shareholders. The Issuer's representatives indicated that
they would recommend to the Board that it include in its
slate of nominees certain persons who are not currently
serving as directors, including Martin Bernstein, the
President of MFP Investors, a private investment firm.
In the future, other than as may be limited by the Agreement
dated as of September 19, 1997 entered into between FMA and
the Issuer, a copy of which is attached hereto as Exhibit C
(the "Standstill Agreement"), FMA may decide to purchase on
behalf of its advisory clients additional shares of the
Common Stock, or sell part or all of its advisory clients'
current holdings of Common Stock.
Other than as may be limited by the Standstill Agreement,
FMA's advisory clients reserve the right to exercise any and
all of their respective rights as a stockholder of the
Issuer in a manner consistent with their equity interests.
Except as set forth above and in Item 5 below, neither FMA
nor, to the best knowledge of FMA, any executive officer or
director of FMA, has any present plans or intentions which
would relate to or would result in:
(i) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer
or any of its subsidiaries;
(ii) the sale or transfer of a material amount of assets of
the Issuer or any of its subsidiaries;
(iii) any change in the present board of directors or
management of the Issuer, including any plans or proposals
to change the number or term of directors or to fill any
existing vacancies on the board;
(iv) any material change in the present capitalization or
dividend policy of the Issuer;
(v) any other material change in the Issuer's business or
corporate structure;
(vi) changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(vii) causing a class of securities of the Issuer to be
delisted from a national securities exchange or to cease to
be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association;
(viii) a class of equity security of the Issuer becoming
eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934 (the "Act");
or
(ix) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a-b) The securities reported on herein are beneficially
owned by one or more open-end investment companies or other
managed accounts of FMA. However, irrevocable proxies with
respect to 836,500 of these shares have been granted to a
third party unaffiliated with any of the reporting persons
herein. Consequently, although FMA's advisory contracts with
its clients grant to FMA sole voting and investment
discretion over the securities owned by its advisory
clients, FMA has sole voting power over only 3,221,069
shares of the 4,057,569 shares over which it retains sole
investment power. Therefore, FMA may be deemed to be, for
purposes of Rule 13d-3 under the Act, the beneficial owner,
with respect to investment power, of 4,057,569 shares,
representing approximately 24.4%, and with respect to voting
power, 3,221,069 shares, representing approximately 19.4%,
of the outstanding shares of Common Stock.
FMA is an indirect wholly owned subsidiary of Franklin
Resources, Inc. ("FRI"). Beneficial ownership by investment
advisory subsidiaries and other affiliates of FRI is being
reported in conformity with the guidelines articulated by
the SEC staff in Release No. 34-39538 (January 12, 1998)
relating to organizations, such as FRI, where related
entities exercise voting and investment powers over the
securities being reported independently from each other. The
voting and investment powers held by FMA are exercised
independently from FRI, and from all other investment
advisor subsidiaries of FRI (FRI, its affiliates and
investment advisor subsidiaries other than FMA are
collectively referred to herein as "FRI affiliates").
Furthermore, FMA and FRI internal policies and procedures
establish informational barriers that prevent the flow
between FMA and the FRI affiliates of information that
relates to the voting and investment powers over the
securities owned by their respective advisory clients.
Consequently, FMA and the FRI affiliates are each reporting
the securities over which they hold investment and voting
power separately from each other.
Charles B. Johnson and Rupert H. Johnson, Jr. (the
"Principal Shareholders") each own in excess of 10% of the
outstanding Common Stock of FRI and are the principal
shareholders of FRI. However, FMA exercises voting and
investment powers on behalf of its advisory clients
independently of FRI, the Principal Shareholders, and their
respective affiliates. Consequently, beneficial ownership of
the securities being reported by FMA is not attributed to
FRI, the Principal Shareholders, and their respective
affiliates other than FMA. FMA disclaims any economic
interest or beneficial ownership in any of the securities
covered by this statement.
Furthermore, FRI, the Principal Shareholders, and their
respective affiliates including FMA, are of the view that
they are not acting as a "group" for purposes of Section
13(d) under the Act and that they are not otherwise required
to attribute to each other the "beneficial ownership" of
securities held by any of them or by any persons or entities
advised by FRI subsidiaries.
(c) Exhibit B sets forth all transactions in the shares of
the Common Stock within the past sixty days.
(d) No person other than the respective advisory clients of
FMA have the right to receive or the power to direct the
receipt of dividends from, or the proceeds of the sale of
the securities being reported herein. Mutual Qualified Fund
and Mutual Beacon Fund, each a series of Franklin Mutual
Series Fund Inc., an investment company registered under the
Investment Company Act of 1940, have an in interest in more
than five percent of the class of securities being reported
herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or
Relationships with Respect to Securities of the Issuer
Other than as disclosed above, no persons named in Item 2
herein, nor to the best of such person's knowledge, no
person named in Exhibit A hereto, has any contract,
arrangement, understanding or relationship (legal or
otherwise) with any person with respect to any securities of
the Issuer, including, but not limited to, transfer or
voting of any securities, finders' fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of
profits, division of profits or losses, or the giving or
withholding of proxies.
Item 7. Materials to be Filed as Exhibits
Exhibit A Executive Officers and Directors of Reporting
Person
Exhibit B Summary of Transactions Within the Last Sixty
Days
Exhibit C September 18, 1997 Agreement between the Issuer
and FMA
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.
March 27, 2000
Franklin Mutual Advisers, LLC
By: Franklin/Templeton Distributors, Inc.
Its Managing Member
/s/Leslie M. Kratter
LESLIE M. KRATTER
Secretary
Exhibit A
EXECUTIVE OFFICERS AND DIRECTORS
Name
Present Principal Occupation/Employment
Residence or Business Address
Martin L. Flanagan
Senior Vice President/Chief Financial Officer -FMA
FRI
Leslie M. Kratter
Secretary - FMA
FRI
Kenneth A. Lewis
Controller - FMA
FRI
Jeffrey A. Altman
Senior Vice President - FMA
FMA
Jeff Diamond
Vice President - FMA
FMA
Robert L. Friedman
Senior Vice President and Chief Investment Officer- FMA
FMA
Raymond Garea
Senior Vice President - FMA
FMA
Ephraim Karpel
Vice President - FMA
FMA
Andrea Kraszewski
Vice President - FMA
FMA
Peter A. Langerman
President/Chief Executive Officer/Director - FMA
FMA
Stuart Pistol
Assistant Vice President - FMA
Susan Potto
Vice President - FMA
FMA
Michael F. Price
Chairman - FMA
FMA
Charles R. Sims
Treasurer - FMA
FMA
Lawrence N. Sondike
Senior Vice President - FMA
FMA
Bradley Takahashi
Assistant Vice President - FMA
FMA
David Winters
Senior Vice President - FMA
FMA
FRI Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, CA 94404
Parent Company of Franklin/Templeton Distributors, Inc.,
(the Parent Company of Franklin Mutual Advisers, LLC) and a
number of investment advisers and administrative companies
providing investment advice and administrative services to
the Franklin/Templeton Group of Funds, Franklin Mutual
Series Fund Inc., managed accounts and other investment
products.
FMA Franklin Mutual Advisers, LLC
51 John F. Kennedy Parkway
Short Hills, NJ 07078
An investment adviser registered with the U.S. Securities
and Exchange Commission and investment adviser to the
Franklin Mutual Series Fund Inc.
Exhibit B
Summary of Transactions Within the Last Sixty Days
Date Buy/Sell No. of Shares Price
03/07/00 sell 1,500 $8.1875
03/06/00 sell 3,500 $8.1250
Exhibit C
WELLSFORD REAL PROPERTIES, INC.
610 FIFTH AVENUE
NEW YORK, NEW YORK 10020
September 18, 1997
Franklin Mutual Advisers, Inc.
51 John F. Kennedy Parkway
Short Hills, New Jersey 07078
Ladies and Gentlemen:
Reference is made to the Agreement and Plan of
Merger, dated as of the date hereof (the "Merger
Agreement"), among Value Property Trust, a Maryland real
estate investment trust ("VPT"), Wellsford Real Properties,
Inc. a Maryland corporation ("Buyer"), and Wellsford Capital
Corporation, a Maryland corporation and a wholly owned
subsidiary of Buyer ("Merger Subsidiary"). Capitalized
terms used herein and not otherwise defined herein shall
have the respective meanings ascribed thereto in the Merger
Agreement.
Pursuant to the Merger Agreement, among other
things, on the Closing Date, Merger Subsidiary shall be
merged with and into VPT, the separate corporate existence
of Merger Subsidiary shall cease, and VPT shall be the
successor in the Merger. Except as otherwise set forth in
the Merger Agreement, each VPT Share shall, at the Effective
Time, be converted into the right to receive the Merger
Consideration, which shall include shares of common stock of
Buyer ("Buyer Common Stock").
As of the date hereof, Franklin Mutual Advisers,
Inc. and its affiliates and advisory clients (collectively,
"FMA") are the owners of 5,606,827 VPT Shares, constituting
49.9% of the issued and outstanding VPT Shares, and also own
shares of Buyer Common Stock. In order to induce Buyer to
execute and deliver the Merger Agreement and consummate the
transactions contemplated thereby, the undersigned hereby
agrees as follows:
1. From and after the date hereof, other than
shares of Buyer Common Stock to be received upon
consummation of the Merger in accordance with the terms of
the Merger Agreement, the undersigned shall not, without
Buyer's consent, (i) acquire (whether beneficially or of
record), agree to acquire, or make any proposal or offer to
acquire, whether pursuant to a merger, tender or exchange
offer, other extraordinary transaction or otherwise, for
itself or any of its affiliates or advisory clients, any
additional shares of Buyer Common Stock which would result
in the undersigned having the power to vote more than 25% of
the Buyer Common Stock; provided that if Buyer has other
voting securities outstanding, more than 25% of the voting
securities of Buyer outstanding as of the time of any such
acquisition or other transaction, (ii) solicit proxies from
shareholders of Buyer, the power to vote, become a
"participant" in any "election contest" (as such terms are
used in Rule 14a-11 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), with respect to Buyer, or
make a communication (other than as required by law)
referred to in Rule 14a-1(1)(2)(iv) of the Exchange Act in
connection with any election contest or other vote by
shareholders of Buyer that could reasonably be considered
adverse to Buyer or its Board of Directors, and (iii) form,
join or participate in a "group" (within the meaning of
Section 13(d)(3) of the Exchange Act) with respect to the
matters described in clauses (i) or (ii) above.
Notwithstanding the foregoing, if any shareholder of Buyer
acquires more than 25% of the Buyer Common Stock, the
references to 25% contained in this paragraph 1 shall be
deemed to equal the greater of (x) 25% and (y) the
percentage of Buyer Common Stock owned from time to time by
such shareholder.
2. This Agreement shall terminate upon the
earliest of (i) the termination of the Merger Agreement,
(ii) the date on which the Board of Directors of Buyer
recommends or otherwise approves a third party tender or
exchange offer to acquire more than 25% of Buyer Common
Stock then outstanding, (iii) the date Buyer enters into a
definitive agreement with a third party to consummate, or
designates (the "Designation"), a third party not to be an
"Interested Stockholder" as defined in MGCL Section 3-
601(j), allowing such third party to consummate, (A) any
tender or exchange offer for more than 25% of the
outstanding shares of Buyer Common Stock, (B) any merger or
other business combination involving Buyer in which the
shareholders of Buyer immediately prior to such transaction
own (directly or indirectly) less than 75% of the surviving
entity, (C) any recapitalization, restructuring,
liquidation, dissolution or other extraordinary transaction
with respect to or involving Buyer or its securities or
assets, or (D) an acquisition by any other person or group
of any shares of Buyer Common Stock which would result in
such person or group having the power to vote more than 25%
of the Buyer Common Stock outstanding as of the time of any
such acquisition, (iv) the fifth anniversary of Closing Date
and (v) such time as neither the current Chairman and
President of Buyer are serving as either Chairman or
President. Notwithstanding anything to the contrary
contained herein, if Buyer makes the Designation, the
restrictions on FMA set forth in paragraph 1 above shall not
terminate; provided that all references to 25% contained in
said paragraph shall be deemed to equal the greater of (x)
25% and (y) the percentage of Buyer Common Stock owned from
time to time by the Interested Stockholder as to which the
Designation was made.
3. FMA agrees that no failure or delay by Buyer
in exercising any right hereunder shall operate as a waiver
thereof, that money damages would not be a sufficient remedy
for any breach of this Agreement by FMA or its directors,
officers, employees or agents, and that in addition to all
other remedies Buyer shall be entitled to specific
performance and injunctive or other equitable relief as a
remedy for any such breach, and FMA further agrees to waive
and to use its best efforts to cause its directors,
officers, employees or agents to waive, any requirement for
the securing or posting of any bond in connection with such
remedy.
4. This Agreement shall be governed by and
construed in accordance with the laws of the State of New
York, without giving effect to its conflict of laws,
principles or rules.
5. This Agreement may be executed in
counterparts, each of which shall be deemed an original and
all of which taken together shall constitute one and the
same instrument.
If the foregoing accurately sets forth our
understanding, please indicate your acceptance by executing
where indicated below.
Very truly yours,
WELLSFORD REAL PROPERTIES, INC.
By: /S/_________________
Name:
Title:
Acknowledged and Agreed to as of
the date first above written:
FRANKLIN MUTUAL ADVISERS, INC.
By: /S/_________________
Name: Jeffrey Altman
Title: Senior Vice President
