WELLSFORD REAL PROPERTIES INC, SC 13D/A, 2000-09-28

WELLSFORD REAL PROPERTIES INC
SC 13D/A, 2000-09-28
REAL ESTATE INVESTMENT TRUSTS

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SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145
Washington, D.C. 20549 Expires: August 31, 1999
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SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 6)*

WELLSFORD REAL PROPERTIES, INC.
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(Name of Issuer)

COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)

950240200
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(CUSIP Number)

David J. Greenwald, Esq.
Goldman, Sachs & Co.
85 Broad Street, New York, New York 10004
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

September 26, 2000
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(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).

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, and as further
amended by Amendment No. 5 thereto dated August 10, 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 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:

As a possible alternative to the possible transactions previously
reported which could result in a sale or transfer by the Company of all or
substantially all of its interest in Wellsford/Whitehall Group,
representatives of the Reporting Persons have commenced discussions with
management of the Company concerning possible agreements and/or an
amendment to the Wellsford/Whitehall Group LLC Agreement that would, among
other things, grant additional authority to affiliates of WHWEL and WWG
Realty with respect to, among other matters, the management and certain
sales and financings of properties owned by Wellsford/Whitehall Group. In
exchange for such rights, the Company may be paid certain fees and/or
receive other consideration in connection with, among other things, certain
sales of properties owned by Wellsford/Whitehall Group and/or acquisitions
of additional properties by affiliates of the Reporting Persons. Any such
agreements and/or amendment may also contain other terms altering the
existing terms of the Wellsford/Whitehall Group LLC Agreement. The terms of
any such agreements and/or amendment have not been determined, including
the form or amount of any consideration that would be payable to the
Company.

None of the Reporting Persons or their affiliates has yet determined
to engage in any of the transactions described above, and no agreement has
been reached with the Company's management with respect to any such
transaction. There can be no assurance that any of the Reporting Persons or
their affiliates will determine to engage in any such transaction or that
any agreement will be reached with respect to any such transaction.
Discussions with respect to any of the above transactions (or any potential
transactions previously reported) may be terminated at any time.

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: September 28, 2000 WHWEL REAL ESTATE LIMITED PARTNERSHIP

By: WHATR Gen-Par, Inc.