SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 3)
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 23, 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
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
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 61,400
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
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 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
1 NAME OF REPORTING PERSON
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
NUMBER OF 375,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
375,000
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 and further amended
by Amendment No. 2, dated March 13, 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, Undertakings on Relationships
with Respect to Securities of the Issuer
On March 23, 1995, the Filing Persons and P.
Oppenheimer Administrative Corporation
("Oppenheimer") entered into an option agreement (the
"Option"), which is annexed hereto as Exhibit 3 and
incorporated herein by reference. The Option grants
an option to Oppenheimer to purchase, together with
any entity designated by and under the control of
Philip V. Oppenheimer, all 1,373,900 Shares owned
collectively by the Filing Persons.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended and supplemented by adding
thereto the following:
Exhibit 3: Option, dated March 23, 1995, by and among
the Estate of Peter J. Sharp, Peter Sharp &
Co., Inc., the Peter Jay Sharp Foundation
and P. Oppenheimer Administrative Corporation.
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 27, 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 27, 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 27, 1995
THE PETER JAY SHARP FOUNDATION
By: /s/ Barry Tobias
Barry Tobias
Treasurer
Exhibit Index
Page
Exhibit 3: Option, dated March 23, 1995, 10
by and among the Estate of Peter
J. Sharp, Peter Sharp & Co.,
Inc., The Peter Jay Sharp
Foundation and P. Oppenheimer
Administrative Corporation.
Exhibit 3
OPTION TO PURCHASE
1,373,900 Shares
THACKERAY CORPORATION
Common Stock
(par value $.10 per share)
THIS CERTIFIES THAT the Estate of Peter Jay
Sharp (the "Estate"), Peter Sharp & Co., Inc. (the
"Company") and The Peter Jay Sharp Foundation (the
"Foundation" and, together with the Estate and the
Company, the "Optioners") hereby grant to P. Oppenheimer
Administrative Corporation ("Oppenheimer"), together with
any other entity designated by and under the control of
Philip V. Oppenheimer (each a "Designee" and
collectively, the "Holder"), in exchange for $1,000 (the
"Option Agreement Payment") paid by the Holder to the
Optioners contemporaneously with the execution of this
Agreement, together with other good and valuable
consideration the receipt of which is acknowledged by the
Optioners, this irrevocable option (this "Option") to
purchase from Optioners collectively, at any time during
the period from the date hereof to June 23, 1995, for a
per share price of $4.00, 1,373,900 shares of common
stock, par value $.10 per share (the "Shares") of
Thackeray Corporation ("Thackeray") as set forth below.
1. Designation as a Holder. Oppenheimer, in
its sole discretion and without the consent of the
Optioners, may designate any Designee as a Holder at any
time prior to the exercise of this Option; provided,
however, that each Designee designated as a Holder by
Oppenheimer agrees in writing to be bound by the terms
and conditions of this Option Agreement as though a party
hereto and if any Holder is formed for the specific
purpose of acquiring Shares, each holder of an interest
in such entity (each, an "Investor") agrees in writing to
be bound by the terms and conditions of this Option
Agreement as though a party hereto.
2. Exercise of Rights. The rights
represented by this Option may be exercised, at any time
within the period specified above, in whole but not in
part, by (i) receipt of a written opinion of counsel to
the Holder, reasonably acceptable to counsel of
Optioners, to the effect that, based upon representations
and warranties of the Investors, the transactions
contemplated herein may be effected without registration
of the Shares under the Securities Act of 1933, as
amended (the "Securities Act"), except that such opinion
need not address actions taken solely by the Optioners
and (ii) written notice from Oppenheimer to the Optioners
(the "Option Exercise Notice") of the date (the "Option
Exercise Date") on which the Shares are to be acquired,
which shall be no later than ten (10) days after the date
of the Option Exercise Notice, of the names of each
Holder, and of the number of Shares to be issued to each
Holder. On the Option Exercise Date, the Holder shall
surrender this Option at the address of the Estate, the
Company and the Foundation set forth herein and make
payment to the Estate, the Company and the Foundation of
the exercise price ($5,495,600, of which $3,750,000 shall
be paid to the Estate, $245,600 to the Company and
$1,500,000 to the Foundation) by wire transfer together
with any applicable stock transfer taxes (with credit
being given for the Option Agreement Payment), against
simultaneous receipt from the Optioners of a certificate
representing the Shares so purchased issued in the name
of each Holder (as set forth in the Option Exercise
Notice). The Shares are subject to and entitled to the
benefits under the Registration Agreement, dated as of
April 8, 1981 by and among Republic Mortgage Investors,
Greystone Properties, Inc., 14155 Corp. and Universal
Advisors, Inc. (the "Registration Agreement").
3. Investment. The rights represented by this
Option shall not be transferred, sold, assigned or
hypothecated other than as provided herein. Each Holder
and each Investor represents and warrants to the
Optioners and their counsel that it is and at the time
this Option is exercised, will be, either an "accredited
investor" within the meaning of Rule 501(a) of Regulation
D under the Securities Act or a "qualified institutional
buyer" within the meaning of Rule 144A under the
Securities Act; that it is acquiring this Option and,
upon exercise of this Option, the Shares for its own
account, for investment purposes only and not with a view
to the resale or distribution of all or any of the
Shares; that (other than Oppenheimer's designation of a
Designee as a Holder according to the terms and
conditions set forth herein) it shall not sell, pledge,
hypothecate or otherwise transfer or offer for sale any
of the Shares in the absence of an effective registration
statement with respect to the Shares under the Securities
Act or of a written opinion of counsel to the Holder
reasonably acceptable to counsel for Thackeray that
registration is not required; that it has not and will
not offer, offer for sale, offer to sell or sell any
Shares or interests in it or any other Designee by means
of any form of general solicitation or general
advertisement, including but not limited to (A) any
advertisement, article, notice or other communication
published in any newspaper, magazine or similar media or
broadcast over television or radio and (B) any seminar or
meeting whose attendees have been invited by any general
solicitation or general advertising or in any other
manner that violates the Securities Act or the rules
promulgated thereunder; that it is a sophisticated
investor, knowledgeable and experienced in financial and
business matters and is capable of evaluating the merits
and risks of investment in this Option and the Shares and
that it is capable of bearing the economic risks of such
investment; and that the Optioners have made available to
it the opportunity to ask questions of and receive
answers from the Optioners and all questions, if asked,
have been answered satisfactorily. The certificate
representing the Shares shall bear, in addition to
legends required by the Registration Agreement, the
following legend:
"The shares represented by this
certificate have not been registered
under the Securities Act of 1933, as
amended. The shares may not be sold,
or transferred in the absence of such
effective registration or an
exemption therefrom under said Act."
4. Adjustments. In the event that the
outstanding shares of the common stock of Thackeray are
increased or decreased or changed into or exchanged for a
different number or kind of share or other security of
Thackeray or of another corporation through
reorganization, merger, consolidation, liquidation,
recapitalization, stock split, combination of shares or
stock dividends payable with respect to such shares, or
otherwise, appropriate adjustments in the number and kind
of shares or securities subject to this Option shall be
made effective as of the date of such occurrence so that
the position of the Holder upon exercise of this Option
will be the same as it would have been had it owned
immediately prior to the occurrence of such events the
Shares subject to this Option. In giving effect to such
adjustment, the per share exercise price shall also be
appropriately adjusted, but in no event shall such
adjustment change the aggregate exercise price to acquire
all of the Shares or other terms of this Option. Any
such securities received by the Estate, the Company or
the Foundation shall be promptly transferred to the
Holder upon and after the exercise of this Option.
5. Notices. All communications hereunder
shall be in writing and, if sent to the Holder, shall be
mailed or delivered or telecopied and confirmed to the
Holder at 119 West 57th Street, New York, New York 10019,
or, if sent to the Estate, the Company or the Foundation,
shall be sent by certified mail or delivered or
telecopied and confirmed to the Estate, the Company or
the Foundation at 1370 Avenue of the Americas, New York,
New York 10019.
6. Representation and Warranties of
Optioners. Each of the Optioners represents and
warrants, jointly and severally, to the Holder, as an
inducement for the Holder to accept this Option and
intending that the Holder rely thereon, that each person
executing this Option on behalf of each Optioner has full
estate, corporate or foundation authority to do so; that
each Optioner has all necessary power to enter into this
Agreement and to deliver the Shares and to carry out all
of the transactions contemplated hereby; that the
delivery of the shares upon exercise of this Option has
been duly authorized by all requisite estate, corporate
or foundation action on the part of each Optioner and
that this Agreement constitutes a valid and binding
obligation of each Optioner, enforceable in accordance
with its terms, subject, as to enforcement, to
bankruptcy, insolvency, reorganization and other laws of
general applicability relating to or affecting creditors'
rights and to general equity principles; that the
Optioners are successors in interest to the
"Shareholders" under the Registration Agreement and that
this Option shall provide the Holder, upon exercise of
this Option, with all of the rights and benefits as a
"Shareholder" under the Registration Agreement; that the
Optioners are the beneficial owners of the Shares that
are the subject of the Option and the Shares are, and
when delivered upon exercise of this Option, will be,
free and clear of all liens, charges, claims and
encumbrances of any kind; that the execution, delivery
and performance of this Option by each Optioner does not
conflict with, or cause the creation of any lien or
encumbrance on the Shares in accordance with, any
document, agreement or instrument binding upon or
affecting any of the Optioners or any of the Shares and
no person other than the Holder and the Optioners has any
right to acquire any interest in the Shares.
7. Representations and Warranties of Each
Holder. Each Holder represents and warrants to the
Optioners, as an inducement for the Optioners to grant
this Option and intending that the Optioners rely
thereon, that the officer of Holder accepting this
Agreement on behalf of Holder has full corporate
authority to do so; that Holder has all necessary power
to enter into this Agreement and, upon exercise of this
Option, to pay the exercise price and to carry out all of
the other transactions contemplated hereby; that, upon
exercise of the Option, the obligation to pay the
exercise price will constitute a valid and binding
obligation of the Holder, enforceable in accordance with
its terms, subject, as to enforcement, to bankruptcy,
insolvency, reorganization and other laws of general
applicability relating to or affecting creditors' rights
and to general equity principles; that such exercise of
the Option by the Holder does not conflict with any
material document, agreement or instrument binding upon
or affecting the Holder.
8. Indemnification of Optioners. Oppenheimer
and each Holder shall, jointly and severally, indemnify
and hold harmless the Estate, the Company and the
Foundation and any officer, director, partner,
subsidiary, employee or agent of the Estate, the Company
or the Foundation, and/or the legal representatives or
controlling persons of or persons under common control
with any of them (collectively, the Indemnified
Persons ), from and against any loss, damage, liability,
claim, demand, judgment, settlement, costs and expenses
of any nature whatsoever (including attorneys' fees and
expenses) suffered or sustained, arising out of or in
connection with any requirement that the transactions
contemplated herein be effected solely through
registration of the Shares under the Securities Act as a
result of any act of any Holder with respect to the grant
of this Option to the Holder, any transfer of this Option
to, or exercise of this Option by, any Designee, or
exercise of this Option by any Holder unless such
requirement was the result of the willful misconduct or
bad faith of, or knowing violation of law, by such
Indemnified Person or due to the provision of any untrue
statement or alleged untrue statement of a material fact
by Optioners to Holder (the "Optioner Information") or
the omission or alleged omission to state in the Optioner
Information a material fact required to be stated therein
or necessary to make the statements therein not
misleading.
9. Applicable Law. This Option shall be
governed by and construed in accordance with the laws of
the State of New York.
10. Counterparts. This Option may be signed
in any number of counterparts, all of which together
shall constitute one and the same document.
IN WITNESS WHEREOF, each of the undersigned has
caused this Option to be signed by its duly authorized
officers or representatives under seal, and this Option
to be dated as of March 23, 1995.
THE ESTATE OF PETER JAY 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
PETER SHARP & CO., INC.
By: /s/ Barry Tobias
Barry Tobias,
Chief Financial Officer
THE PETER JAY SHARP
FOUNDATION
By:/s/ Barry Tobias
Barry Tobias
Treasurer
P. OPPENHEIMER ADMINISTRATIVE
CORPORATION
By:/s/ Philip V. Oppenheimer
Philip V. Oppenheimer
