SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No.4)
Under the Securities Exchange Act of 1934
Thackeray Corporation
(Name of Issuer)
Common Stock, Par Value $.10 per share
(Title of Class and Securities)
883217 10 1
(CUSIP Number of Class of Securities)
Edmund C. Duffy, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 8, 1995
(Date of Event which RequiresFiling 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 Statement because of Rule 13d-1(b)(3) or
(4), check the following: ( )
Check the following box if a fee is being paid with this
Statement: ( )
SCHEDULE 13D
CUSIP NO. 883217 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Estate of Peter J. Sharp
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
7 SOLE VOTING POWER
937,500
NUMBER OF 8 SHARED VOTING POWER
SHARES 61,400
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH REPORTING 937,500
PERSON
WITH 10 SHARED DISPOSITIVE POWER
61,400
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
998,900 (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)
Approximately 19.6% (See Item 5)
14 TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
CUSIP NO. 883217 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter Sharp & Co., Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
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
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 61,400
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 61,400
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,400 (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)
Approximately 1.2% (See Item 5)
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP NO. 883217 10 1
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Peter Jay Sharp Foundation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
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
7 SOLE VOTING POWER
375,000
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 375,000
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
375,000 (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)
Approximately 7.3% (See Item 5)
14 TYPE OF REPORTING PERSON*
CO
This statement is being filed by The Estate of Peter
J. Sharp (the "Estate"), Peter Sharp & Co., Inc., a New
York corporation (the "Company"), and The Peter Jay Sharp
Foundation, a Delaware corporation (the "Foundation"), and
amends and supplements the statement on Schedule 13D (the
"Schedule 13D") filed with the Securities and Exchange
Commission by the Estate and the Company relating to
shares of common stock, $.10 par value (the "Shares"), of
Thackeray Corporation, a Delaware corporation ("Thackeray"
or the "Issuer"), dated September 10, 1992, as amended by
Amendment No.1, dated October 6, 1993, Amendment No. 2,
dated March 13, 1995, and further amended by Amendment No.
3, dated March 27, 1995. The Estate, the Company and the
Foundation are referred to collectively herein as the
"Filing Persons."
Item 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented by adding
thereto the information provided in Item 6 below. See
Item 6.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Item 6 is hereby amended and supplemented by adding
thereto the following:
On May 8, 1995, the Filing Persons received an oral
notification from P. Oppenheimer Administrative
Corporation ("Oppenheimer") that Oppenheimer does not
intend to exercise the option, granted under that
certain option agreement dated March 23, 1995, to
purchase all 1,373,900 Shares owned collectively by
the Filing Persons. On May 9, 1995, the Filing
Persons received a written notification (the
"Notification") from Oppenheimer, which is annexed
hereto as Exhibit 4 and incorporated herein by
reference, confirming Oppenheimer's decision.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended and supplemented by adding
thereto the following:
Exhibit 4: Notification, dated May 9, 1995, from P.
Oppenheimer Administrative Corporation
addressed to the Estate of Peter J. Sharp,
Peter Sharp & Co., Inc. and the Peter Jay
Sharp Foundation.
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.
Dated: May 17, 1995
PETER SHARP & CO., INC.
By: /s/ Barry Tobias
Barry Tobias,
Chief Financial Officer
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.
Dated: May 17, 1995
THE ESTATE OF PETER J. SHARP
By: /s/ Caroline M. Sharp
Caroline M. Sharp, Executrix
By: /s/ Peter H. Sharp
Peter H. Sharp, Executor
By: /s/ Randall A. Sharp
Randall A. Sharp, Executrix
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.
Dated: May 17, 1995
THE PETER JAY SHARP FOUNDATION
By: /s/ Barry Tobias
Barry Tobias
Treasurer
Exhibit Index
Exhibit 4: Notification, dated May 9, 1995, from P.
Oppenheimer Administrative Corporation addressed
to the Estate of Peter J. Sharp, Peter Sharp
& Co., Inc. and The Peter Jay Sharp Foundation.
Exhibit 4
May 9, 1995
Mr. Barry Tobias
Peter Sharp & Co.
The Estate of Peter Jay Sharp
The Peter Jay Sharp Foundation
1370 Avenue of the Americas
New York, New York 10019
Dear Mr. Tobias;
P. Oppenheimer Administrative Corporation has
decided not to exercise its option to purchase 1,373,900
shares of Thackeray Corporation from the Estate of Peter
Jay Sharp, The Peter Jay Sharp Foundation and Peter Sharp
& Co.
Sincerely,
By: /s/ Philip V. Oppenheimer
Philip V. Oppenheimner
President
