SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
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)
March 3, 1995
(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 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
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Estate of Peter J. Sharp
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
2 (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
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED 61,400
BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
937,500
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
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter Sharp & Co., Inc.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
2 (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
OWNED 61,400
BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
10 SHARED DISPOSITIVE POWER
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
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
2 (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 9 SOLE DISPOSITIVE POWER
BY EACH 375,000
REPORTING
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 amends and supplements the statement
on Schedule 13D (the "Schedule 13D") filed with the
Securities and Exchange Commission by The Estate of Peter
J. Sharp (the "Estate") and Peter Sharp & Co., Inc. (the
"Company"), a New York corporation, 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 (the "Amendment
1"). Pursuant to Rule 13d-2(c) of the General Rules and
Regulations under the Securities Exchange Act and Item
101(a)(2)(ii) of Regulation S-T, the text of the Schedule
13D has been restated in its entirety and attached hereto
as Annex I, and the text of the Amendment 1 has been
restated in its entirety and attached hereto as Annex II.
Item 2. Identity and Background
Item 2 is hereby amended and supplemented by adding
thereto the following:
The persons filing this Statement are 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, together with the
Estate and the Company, the "Filing Persons").
Attached as Exhibit 2 hereto and incorporated herein
by reference is an agreement among the Estate, the
Company and the Foundation that this Statement is
filed on behalf of each of them. The Estate is the
sole shareholder of the Company. The Foundation is
a beneficiary of the Estate.
The Foundation is a Delaware corporation with
its principal office located at 1370 Avenue of the
Americas, New York, New York 10019. The Foundation
is a private charitable foundation.
Schedule I attached hereto sets forth
additional information required by this Item 2 with
respect to each director and executive officer of
the Foundation.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and supplemented by adding
thereto the following :
The Foundation received the Shares by donation,
as described in Item 5 below. See Item 5.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and supplemented by adding
thereto the following:
On March 3, 1995, the Company donated 375,000
Shares as a gift (the "Donation") to the Foundation.
As the result of the Donation, the Foundation
became the beneficial owner of Shares representing
approximately 7.3% of the total 5,107,401 Shares of
the Issuer outstanding as of November 4, 1994, as
reported in Thackeray's Quarterly Report on Form 10-
Q for Thackeray's fiscal quarter ended September 30,
1994 (the "Outstanding Shares"). By reason of the
Donation, the Estate became the beneficial owner of
998,900 Shares representing approximately 19.6% of
the Outstanding Shares, of which 61,400 Shares are
held by the Company and 937,500 Shares are held by
the Estate. The Company is the owner of 61,400
Shares, representing approximately 1.2% of the
Outstanding Shares.
Appendix A annexed hereto and incorporated herein by
reference sets forth information with respect to all
transactions in Shares that were effected by the Filing
Persons during the past sixty days. All such transactions
were made by the Company.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended and supplemented by adding
thereto the following:
Exhibit 2: Joint Filing Agreement, dated March 3,
1995, by and among 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: March 13, 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: March 13, 1995
THE ESTATE OF PETER 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: March 13, 1995
THE PETER JAY SHARP FOUNDATION
By: /s/ Barry Tobias
Barry Tobias
Treasurer
Appendix A
Trade Date Number of Shares Price Per Share Sales Price
1/20/95 100 $4-1/2 $ 450.00
1/25/95 1,000 $4-3/8 $ 4,375.00
1/26/95 4,000 $4-3/8 $17,500.00
1/31/95 2,600 $4-3/8 $11,375.00
2/1/95 5,000 $4-3/8 $21,875.00
2/2/95 1,000 $4-3/8 $ 4,375.00
SCHEDULE I
THE PETER JAY SHARP FOUNDATION
Directors and Executive Officers
The following information sets forth the name,
citizenship, business address, present principal
occupation and the name, principal business and address
of any corporation in which such employment is conducted
of each of the directors and executive officers of the
Peter Jay Sharp Foundation (the "Foundation"). Each of
the directors and executive officers of the Foundation is
a citizen of the United States.
Position with the Foundation;
Name and Business Address Present Principal Occupation
Edmund Duffy Vice President, Director;
919 Third Avenue Attorney with Skadden,
New York, New York 10022 Arps, Slate, Meagher &
Flom, law firm
Jack Nash Director; General Partner
c/o Odyssey Partners, L.P. of Odyssey Partners, L.P.
437 Madison Avenue
New York, New York 10022
Dan Lufkin Director; Private Investor
711 Fifth Avenue
New York, New York 10022
Norman Peck President, Director; Managing
437 Madison Avenue Partner, Schroder Associates,
New York, New York 10022 real estate
Charles Herrick Secretary; Vice President,
1370 Avenue of the Finance - Peter Sharp &
Americas Co. Inc., real estate
New York, New York 10019 management
Barry Tobias Treasurer; chief financial
1370 Avenue of the officer of Peter Sharp &
Americas Co., Inc., real estate
New York, New York 10019 management
Exhibit Index
Page
Exhibit 2: Joint Filing Agreement, dated March 13,
1995, by and among the Estate of Peter J.
Sharp, Peter Sharp & Co., Inc. and
The Peter Jay Sharp Foundation.
Annex I Schedule 13D filed with the Securities and
Exchange Commission on September 10, 1992, by
The Estate of Peter J. Sharp and Peter Sharp
& Co., Inc. relating to the shares of common
stock, $.10 par value per share, of Thackeray
Corporation.
Annex II Schedule 13D Amendment No. 1 filed with the
Securities and Exchange Commission on October 6,
1993, by The Estate of Peter J. Sharp and
Peter Sharp & Co., Inc. relating to the shares
of common stock, $.10 par value per share, of
Thackeray Corporation.
Exhibit 2
JOINT FILING AGREEMENT
The Estate of Peter Sharp, Peter Sharp & Co., Inc.
and The Peter Jay Sharp Foundation (hereinafter
collectively referred to as the "Filing Persons") each
hereby agrees to file jointly a Schedule 13D and any
amendments thereto relating to the Common Stock, par
value $.10 per share, of Thackeray Corporation, as
permitted by Rule 13d-1 of the Securities Exchange Act of
1934, as amended. Each of the Filing Persons agrees that
the information set forth in such Schedule 13D and any
amendments thereto with respect to such person will be
true, complete and correct as of the date of such
Schedule 13D or such amendment to the best of such
Person's knowledge and belief after reasonable inquiry.
Each of the Filing Persons makes no representation as to
the accuracy or adequacy of the information set forth in
such Schedule 13D and any amendments thereto with respect
to any other Filing Person. Each of the Filing Persons
shall promptly notify the other Filing Persons if any of
the information set forth in such Schedule 13D shall be
or become inaccurate in any material respect or if he or
it learns of information which would require an amendment
to such Schedule 13D.
IN WITNESS WHEREOF, the parties hereto have set
forth their hand as of the 13th day of March, 1995.
THE ESTATE OF PETER SHARP
By: /s/ Caroline Sharp
Caroline Sharp, Executrix
By: /s/ Peter H. Sharp
Peter H. Sharp, Executor
By: /s/ Randall A. Sharp
Randall A. Sharp, Executrix
PETER SHARP & CO., INC.
By: /s/ Barry Tobias
Barry Tobias, CFO
THE PETER JAY SHARP
FOUNDATION
By: /s/ Barry Tobias
Barry Tobias, Treasurer
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
THACKERAY CORPORATION
(Name of Issuer)
Common Stock, par value $.10 per share
(Title of Class of 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, 1992
(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-1(b)(3) or (4), check the following
box: ( ).
Check the following box if a fee is being paid with this
Statement: ( ).
Exhibit Index on Page 15
SCHEDULE 13D
CUSIP NO. 883217101
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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) or2(E) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
7 SOLE VOTING POWER
NUMBER OF 937,500
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 562,500
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 937,500
10 SHARED DISPOSITIVE POWER
562,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 29.4%
14 TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
CUSIP NO. 88321710
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter J. 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) or2(E) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALY 8 SHARED VOTING POWER
OWNED BY 562,500
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
10 SHARED DISPOSITIVE POWER
562,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
562,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 11%
14 TYPE OF REPORTING PERSON*
CO
Item I. Security and Issuer.
This statement on Schedule 13D relates to
shares of common stock, par value $.10 per share (the
"Shares"), of Thackeray Corporation, a Delaware
corporation ("Thackeray" or the "Issuer"), the principal
executive offices of which are located at 20 East 53rd
Street, New York, New York 10022.
Item II. Identity and Background.
This statement is being filed jointly by a
group comprised of the Estate of Peter Sharp (the
"Estate") and Peter Sharp & Co., Inc., a New York
corporation (the "Company" and, together with the Estate,
the "Filing Persons"). The Estate is the sole
shareholder of the Company. The agreement among the
Filing Persons with respect to the filing of this
statement is attached hereto as Exhibit 1. Mr. Peter J.
Sharp and the Company, as part of a larger group (the
"Group"), had previously filed a statement on Schedule
13D relating to the Shares on April 8, 1981 (together
with all amendments thereto, the "Group 13D"). On April
17, 1992, Mr. Sharp died. Thereafter, the Estate and the
Company informed the other members of the Group of their
withdrawal from the Group.
As described below in Item 3 hereof, the Estate
succeeded to Mr. Sharp's interest in its Shares upon Mr.
Sharps' death. Except as described in this Statement,
the Filing Persons have no agreements, arrangements or
understandings regarding the holding or voting of their
Shares or any future purchases or dispositions of Shares.
The business address of the Estate is c/o
Skadden, Arps, Slate, Meagher & Flom, 919 Third Avenue,
New York, New York 10022, Attention: Edmund C. Duffy,
Esq. The Estate is administered by three executors, Ms.
Caroline M. Sharp, Mr. Peter H. Sharp and Ms. Randall A.
Sharp. Letters testamentary were issued on May 8, 1992.
The Company is a New York corporation with its
principal office located at 1370 Avenue of the Americas,
New York, New York 10019. John Sladkus, a director of
the Company, is a director of Thackeray.
Schedule A attached hereto sets forth
additional information required by this Item 2 with
respect to (i) each executor of the Estate and (ii) each
director and executive officer of the Company.
During the last five years, none of the Filing
Persons or the persons set forth on Schedule A has been
convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors) or has been a party
to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which it
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 III. Source and Amount of Funds or Other
Consideration.
The Shares owned by the Estate devolved to the
Estate, without consideration, upon the death of Mr.
Peter J. Sharp on April 17, 1994. The Company received
its Shares as is set forth in the Group 13D.
Item IV. Purpose of Transaction.
Each of the Filing Persons intends to hold its
respective Shares for investment. Subject to, among
other things, fiduciary duties, market conditions and
business developments, the Filing Persons may sell a
portion or all their respective Shares, or may purchase
additional Shares, from time to time in the open market,
in privately negotiated transactions or otherwise. The
Filing Persons reserve the right to change their intent
based on a continuing review of their investments and
future developments.
Although the Filing Persons are filing the
statement jointly as a group, each reserves the right to
make independent investment decisions concerning its
ownership, voting and disposition of the Shares.
Although the foregoing represents the range of
activities presently contemplated by the Filing Persons
with respect to Thackeray, it should be noted that their
possible activities are subject to change at any time.
Except as set forth above, the Filing Persons have no
present plans or intentions which would result in or
relate to any of the transactions described in
subparagraphs (a) through (j) of Item 4 of this
statement.
Item V. Interests in Securities of the Issuer.
The Estate is the beneficial owner of 1,500,000
Shares, representing approximately 29.4% of the 5,107,401
Shares outstanding on August 3, 1992, as reported in
Thackeray's Quarterly Report on Form 10-Q for Thackeray's
fiscal quarter ended June 30, 1992 (the "Outstanding
Shares"), of which 562,500 Shares are held by the Company
and 937,500 are held by the Estate. The Company is the
owner of 562,500 Shares, representing approximately 11%
of the Outstanding Shares. The Filing Persons may
constitute a "group" within the means of the rules and
regulations issued under Section 13(d) of the Exchange
Act. Accordingly, each of the Filing Persons may be
deemed to beneficially own all Shares owned by any of the
Filing Persons.
The Filing Persons have the direct power to
vote or direct the vote and to dispose or to direct the
disposition of Shares with respect to all the Shares
stated to be owned by the respective Filing Persons in
Item 5, as more fully described in Item 4 herein.
There were no transactions in the Shares by the
Filing Persons during the past sixty days.
Item VI. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
The Shares are subject to a Registration
Agreement entered into by the predecessor of Thackeray.
The Registration Agreement provides that the holders of
an aggregate of 250,000 of such Shares may require the
Issuer to register the Shares at the Issuer's expense.
Although the parties to the Registration Agreement have
the right to request an unlimited number of
registrations, the Issuer is not obligated to file more
than one registration statement in any calendar year.
The Issuer has no obligation to file a registration
statement if the sale of such Shares can be made pursuant
to an exemption under the Securities Act of 1933. The
Registration Agreement also requires the Filing Persons
to notify the Issuer prior to selling or transferring
Shares.
Pursuant to statute and Mr. Sharp's will, the
executors of the Estate share the power to vote and
dispose of the securities held by the Estate.
Except as described in this Statement, the
Filing Persons have no contracts, arrangements,
understandings or relationships (legal or otherwise) with
any person with respect to any securities of Thackeray.
Item VII. Material to be filed as Exhibits.
Exhibit 1: Joint Filing Agreement, dated
September 10, 1992, between the
Estate of Peter Sharp and Peter
Sharp & Co. Inc.
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: September 10, 1992
PETER SHARP & CO., INC.
By: /s/ Barry Tobias
Name: Barry Tobias
Title: 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: September 10, 1992
THE ESTATE OF PETER 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
SCHEDULE A
THE ESTATE OF PETER SHARP
Executors
The following information sets forth the name,
citizenship, residence or business address and present
principal occupation, and the name, principal business
and address of any corporation in which such employment
is conducted of each of the executors of the Estate of
Peter Sharp (the "Estate"). Each of the directors and
executive officers of the Estate is a citizen of the
United States.
Position with the Estate;
Name and Address Present Principal Occupation
Caroline M. Sharp Executrix
1551 Calmar Ct.
Los Angeles, CA 90024
Peter H. Sharp Executor; President, Peter
1370 Avenue of the Americas Sharp & Co., Inc., real
New York, New York 10019 estate management
Randall A. Sharp Executrix
325 E. 79th St.
New York, NY 10021
SCHEDULE A (continued)
PETER SHARP & CO., INC.
Directors and Executive Officers
The following information sets forth the name,
citizenship, business address and present principal
occupation of and the name, principal business and
address of any corporation in which such employment is
conducted each of the directors and executive officers of
Peter Sharp & Co., Inc. (the "Company"). Each of the
directors and executive officers of the Company is a
citizen of the United States.
Position with the Company;
Name and Business Address Present Principal Occupation
Edmund Duffy Director; Attorney with
919 Third Avenue Skadden, Arps, Slate,
New York, New York 10022 Meagher & Flom, law firm
John Sladkus Director, acting Chief
1370 Avenue of the Americas Operating Officer
New York, New York 10019
Peter H. Sharp President, Director
1370 Avenue of the Americas
New York, New York 10019
Barry Tobias Chief Financial Officer,
1370 Avenue of the Americas Director
New York, New York 10019
Norman Peck Director; Managing Partner,
437 Madison Avenue Schroder Associates, real
New York, New York 10022 estate
Charles Herrick Treasurer, Vice President -
1370 Avenue of the Americas Finance
New York, New York 10019
J. Everett Hill Secretary
1370 Avenue of the Americas
New York, New York 10019
EXHIBIT INDEX
Exhibit Sequential
Number Document Page
Number
1 Joint Filing Agreement, dated 16
September 10, 1992, between The
Estate of Peter Sharp and The Peter
Sharp & Co.Inc.
Exhibit 1
JOINT FILING AGREEMENT
The Estate of Peter Sharp and Peter Sharp &
Co., Inc. (hereinafter collectively referred to as the
"Filing Persons") each hereby agrees to file jointly a
Schedule 13D and any amendments thereto relating to the
Common Stock, par value $.10 per share, of Thackeray
Corporation, as permitted by Rule 13d-1 of the Securities
Exchange Act of 1934, as amended. Each of the Filing
Persons agrees that the information set forth in such
Schedule 13D and any amendments thereto with respect to
such person will be true, complete and correct as of the
date of such Schedule 13D or such amendment to the best
of such Person's knowledge and belief after reasonable
inquiry. Each of the Filing Persons makes no
representation as to the accuracy or adequacy of the
information set forth in such Schedule 13D and any
amendments thereto with respect to any other Filing
Person. Each of the Filing Persons shall promptly notify
the other Filing Persons if any of the information set
forth in such Schedule 13D shall be or become inaccurate
in any material respect or if he or it learns of
information which would require an amendment to such
Schedule 13D.
IN WITNESS WHEREOF, the parties hereto have set
forth their hand as of the 10th day of September, 1992.
THE ESTATE OF PETER SHARP
By: /s/ Caroline Sharp
Caroline Sharp, Executrix
By: /s/ Peter H. Sharp
Peter H. Sharp, Executor
By: /s/ Randall A. Sharp
Randall A. Sharp, Executrix
PETER SHARP & CO., INC.
By: /s/ Barry Tobias
Barry Tobias, Chief Financial
Officer
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
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)
September 23, 1993
(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
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Estate of Peter J. Sharp
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
2 (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
BENEFICIALLY 497,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 937,500
10 SHARED DISPOSITIVE POWER
497,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,434,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 28.1%
14 TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
CUSIP NO. 883217 10 1
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter Sharp & Co., Inc.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
2 (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 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 497,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
497,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,434,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 9.7%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
This amends the statement on Schedule 13D (the
"Schedule 13D") filed with the Securities and Exchange
Commission by The Estate of Peter Sharp, and Peter Sharp
& Co., Inc. relating to shares of common stock, $.10 par
value (the "Shares"), of Thackeray Corporation, a
Delaware corporation ("Thackeray" or the "Issuer").
Capitalized terms not otherwise defined have the meanings
set forth in the Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and supplemented by adding
thereto the following:
Appendix A annexed hereto and incorporated
herein by reference sets forth information with
respect to all transactions in Shares that were
effected by the Company during the past sixty days.
The Estate is the beneficial owner of 1,434,500
Shares, representing approximately 28.1% of the
5,107,401 Shares outstanding on August 5, 1993, as
reported in Thackeray's Quarterly Report on Form 10-
Q for Thackeray's fiscal quarter ended June 30, 1993
(the "Outstanding Shares"), of which 497,000 Shares
are held by the Company and 937,500 are held by the
Estate. The Company is the owner of 497,000 Shares,
representing approximately 9.7% of the Outstanding
Shares.
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: October 5, 1993
PETER SHARP & CO., INC.
By:
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: October 5, 1993
THE ESTATE OF PETER 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
Appendix A
Trade Date Number of Shares Price Per Share Sales Price
9/22/93 2,000 $4-1/2 $ 9,000
9/22/93 2,000 $4-1/2 $ 9,000
9/23/93 2,500 $4-1/2 $11,250
9/24/93 2,500 $4-1/2 $11,250
9/24/93 2,500 $4-1/2 $11,250
9/27/93 5,000 $4-1/2 $22,500
9/28/93 2,500 $4-1/2 $11,250
