-------------------------------
OMB APPROVAL
-------------------------------
OMB Number: 3235-0145
Expires: August 31, 1999
Estimated average burden
hours per form............14.90
-------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 9)*
WELLSFORD REAL PROPERTIES, INC.
--------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
--------------------------------------------------------------------------------
(Title of Class of Securities)
950240200
-------------------------------------------------------
(CUSIP Number)
David J. Greenwald, Esq.
Goldman, Sachs & Co.
85 Broad Street, New York, New York 10004
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 21, 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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box |_|.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedules, including all exhibits. See ss.240.13d-7(b) 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).
<PAGE>
WHWEL Real Estate Limited Partnership, WHATR Gen-Par, Inc., Whitehall
Street Real Estate Limited Partnership VII, WH Advisors, L.L.C. VII, Whitehall
Street Real Estate Limited Partnership V, WH Advisors, L.L.C. V, W/W Group
Holdings, L.L.C., Whitehall Street Real Estate Limited Partnership XI, WH
Advisors, L.L.C. XI , Goldman, Sachs & Co. and The Goldman Sachs Group, Inc.
hereby amend the report on Schedule 13D, dated August 28, 1997, as amended by
Amendment No. 1 thereto dated May 14, 1997, as amended by Amendment No. 2
thereto dated May 14, 1998, as amended by Amendment No. 3 thereto dated June 7,
1999, as amended by Amendment No. 4 thereto dated April 4, 2000, as amended by
Amendment No. 5 thereto dated August 10, 2000, as amended by Amendment No. 6
dated September 28, 2000, as amended by Amendment No. 7 dated October 23, 2000,
and as further amended by Amendment No. 8 dated October 26, 2000 (as so amended,
the "Schedule 13D"), filed in respect of shares of common stock, par value $0.01
per share, of Wellsford Real Properties, Inc., a Maryland corporation.
Capitalized terms used but not defined herein shall have the meaning attributed
to such terms in the Schedule 13D.
Item 4. Purpose of the Transaction.
--------------------------
Item 4 of the Schedule 13D is hereby amended by adding the following
paragraphs prior to the last paragraph thereof:
On December 21, 2000, WHWEL, Holdings and WWG Realty, entered
into the First Amendment (the "Amendment") to the Limited Liability
Company Operating Agreement of Wellsford/Whitehall Group (as so
amended, the "Amended Operating Agreement") and other agreements
relating to the transactions contemplated by the Memorandum of
Understanding, dated as of October 23, 2000, previously described in
this Schedule 13D. Pursuant to the terms of the Amendment and the
transactions contemplated thereby, which will become effective as of
January 1, 2001, among other things, a newly formed company ("New
Manager"), owned primarily by WHWEL, Holdings and WWG Realty, will
become the new managing member of Wellsford/Whitehall Group, and New
Manager will assume all of the day-to-day management rights and duties
of WCPT. In connection with the transactions contemplated by the
Amendment, the Company has agreed to acquire all Warrants held by the
Reporting Persons and to terminate the Registrations Rights Agreement
and the Letter Agreements.
The foregoing description of the Amendment and the
transactions contemplated thereby is subject to, and qualified in its
entirety by reference to the Amendment, which is filed as an Exhibit to
this Schedule 13D and incorporated herein by reference.
Item 6. Contracts, Arrangements, Undertakings or Relationships with Respect to
Securities of the Issuer.
----------------------------------------------------------------------
On December 21, 2000, (i) Holdings and the Company entered
into an agreement (the "Old Warrants Sale Agreement") pursuant to which
all outstanding Old Warrants held by Holdings were acquired by the
Company for a purchase price of $1 and (ii) Holdings and the Company
entered into another agreement (the "New Warrants Sale Agreement")
pursuant to which all outstanding New Warrants held by Holdings were
acquired by the Company for a purchase price of $1. In addition, on
December 21, 2000, (i) Holdings and the Company entered into an
agreement (the "Registration Rights Terminating Agreement") terminating
the Registration Rights Agreement; (ii) WHWEL and the Company entered
into an agreement terminating the letter agreement previously filed as
Exhibit 5 to this Schedule 13D; and (iii) WHWEL, Holdings, WWG, the
<PAGE>
Company and WCPT entered into an agreement terminating the letter
agreement previously filed as Exhibit 6 to this Schedule 13D. The
agreements described in clauses (ii) and (iii) of the preceding
sentence are hereinafter referred to as the "Letter Agreement
Termination Agreements". From and after December 21, 2000, no Reporting
Person will have any further rights under the Warrants, the
Registration Rights Agreement or the Letter Agreements.
The foregoing description of the Old Warrants Sale Agreement,
the New Warrants Sale Agreement, the Registration Rights Termination
Agreement and the Letter Agreement Termination Agreements and the
transactions contemplated thereby is subject to, and qualified in its
entirety by reference to such agreements each of which is filed as an
Exhibit to this Schedule 13D and incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
--------------------------------
Item 7 of the Schedule 13D is hereby amended by filing the following
exhibits with this statement:
Ex-9 First Amendment to the Limited Liability Company Operating
Agreement of Wellsford/Whitehall Group, L.L.C., dated as of
December 21, 2000.
Ex.-10 Warrant Sale Agreement between Wellsford Real Properties, Inc.
and W/W Group Holdings, L.L.C., dated as of December 21, 2000.
Ex.-11 Warrant Sale Agreement between Wellsford Real Properties, Inc.
and W/W Group Holdings, L.L.C., dated as of December 21, 2000.
Ex.-12 Agreement Terminating the Registration Rights Agreement between
Wellsford Real Properties, Inc. and W/W Group Holdings, L.L.C.,
dated as of December 21, 2000.
Ex.-13 Agreement Terminating the At-Market Letter Agreement between
WHWEL Real Estate Limited Partnership and Wellsford Real
Properties, Inc., dated as of December 21, 2000.
Ex.-14 Agreement Terminating the Right of First Offer Letter Agreement
among WHWEL Real Estate Limited Partnership, WXI/WWG Realty,
L.L.C., W/W Group Holdings, L.L.C., Wellsford Commercial
Properties Trust, and Wellsford Real Properties, Inc., dated as
of December 21, 2000.
<PAGE>
SIGNATURE
Each Reporting Person certifies that, after reasonable inquiry
and to the best of such Reporting Person's knowledge and belief, the information
set forth in this Statement is true, complete and correct.
Dated: December 22, 2000 WHWEL REAL ESTATE LIMITED PARTNERSHIP
By: WHATR Gen-Par, Inc.
By: /s/ Mark Baker
-----------------------------
Name: Mark Baker
Title: Vice President
Dated: December 22, 2000 WHATR GEN-PAR, INC.
By: /s/ Mark Baker
----------------------------------
Name: Mark Baker
Title: Vice President
Dated: December 22, 2000 WHITEHALL STREET REAL ESTATE LIMITED
PARTNERSHIP VII
By: WH Advisors, L.L.C. VII
By: /s/ Mark Baker
-----------------------------
Name: Mark Baker
Title: Vice President
Dated: December 22, 2000 WH ADVISORS, L.L.C. VII
By: /s/ Mark Baker
----------------------------------
Name: Mark Baker
Title: Vice President
<PAGE>
Dated: December 22, 2000 WHITEHALL STREET REAL ESTATE LIMITED
PARTNERSHIP V
By: WH Advisors, L.L.C. V
By: /s/ Mark Baker
-----------------------------
Name: Mark Baker
Title: Vice President
Dated: December 22, 2000 WH ADVISORS, L.L.C. V
By: /s/ Mark Baker
----------------------------------
Name: Mark Baker
Title: Vice President
Dated: December 22, 2000 W/W GROUP HOLDINGS, L.L.C.
By: /s/ Mark Baker
----------------------------------
Name: Mark Baker
Title: Vice President
<PAGE>
Dated: December 22, 2000 WHITEHALL STREET REAL ESTATE LIMITED
PARTNERSHIP XI
By: WH Advisors, L.L.C. XI
By: /s/ Mark Baker
-----------------------------
Name: Mark Baker
Title: Vice President
Dated: December 22, 2000 WH ADVISORS, L.L.C., XI
By: /s/ Mark Baker
----------------------------------
Name: Mark Baker
Title: Vice President
Dated: December 22, 2000 GOLDMAN, SACHS & CO.
By: /s/ Stuart Rothenberg
----------------------------------
Name: Stuart Rothenberg
Title: Managing Director
Dated: December 22, 2000 THE GOLDMAN SACHS GROUP, INC.
By: /s/ Daniel Neidich
----------------------------------
Name: Daniel Neidich
Title: Managing Director
