CUSIP 950240101 13D
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
Wellsford Real Property, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
950240101
(CUSIP Number)
Jeffrey A. Altman
Peter A. Langerman
Franklin Mutual Advisers, Inc.
51 John F. Kennedy Parkway
Short Hills, New Jersey 07078
973.912.2042
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 18, 1997
(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-l(b)(3) or
(4), check the following box [ ].
*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 the disclosures provided
in a prior cover page.
The information required in 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).
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Franklin Mutual Advisers, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
See Item 3
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
1,041,987 (See Item 5)
8. SHARED VOTING POWER
9. SOLE DISPOSITIVE POWER
2,493,234 (See Item 5)
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,493,234, with the power to vote 1,041,987 (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
15.0%, with the power to vote 6.3% (See Item 5)
14. TYPE OF REPORTING PERSON IA
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Franklin Resources, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
See Item 3
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
(See Item 5)
8. SHARED VOTING POWER
(See Item 5)
9. SOLE DISPOSITIVE POWER
(See Item 5)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(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
(See Item 5)
14. TYPE OF REPORTING PERSON HC
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles B. Johnson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
See Item 3
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
(See Item 5)
8. SHARED VOTING POWER
(See Item 5)
9. SOLE DISPOSITIVE POWER
(See Item 5)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(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
(See Item 5)
14. TYPE OF REPORTING PERSON HC (See Item 5)
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rupert H. Johnson, Jr.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
See Item 3
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
(See Item 5)
8. SHARED VOTING POWER
(See Item 5)
9. SOLE DISPOSITIVE POWER
(See Item 5)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(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
(See Item 5)
14. TYPE OF REPORTING PERSON HC (See Item 5)
Item 1. Security and Issuer
This Statement relates to the Common Stock (the "Common Stock ") of
Wellsford Real Property, Inc., a Maryland corporation (the
"Issuer"). The Issuer's principal executive offices are located at
610 Fifth Avenue, New York, NY 10020.
Item 2. Identity and Background
(a) Name:
Franklin Mutual Advisers, Inc. (FMAI)
(b) State of Organization:
Delaware
(c) Principal Business:
An investment adviser registered with the U.S. Securities
and Exchange Commission and investment adviser to the
Franklin Mutual Series Fund Inc.
Address of Principal Business/Principal Office:
51 John F. Kennedy Parkway
Short Hills, NJ 07078
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
Item 2. Identity and Background
(a) Name:
Franklin Resources, Inc.
(b) State of Organization:
Delaware
(c) Principal Business:
A diversified financial services holding company whose
primary business is providing, through operating
subsidiaries, management, administrative, and
distribution services to the open and closed-end
investment companies comprising the Franklin/Templeton
Group of Funds, Franklin Mutual Series Fund Inc., managed
accounts and other investment products.
Address of Principal Business/Principal Office:
777 Mariners Island Blvd.
San Mateo, CA 94404
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
Item 2. Identity and Background
(a) Name:
Charles B. Johnson
(b) Business Address:
Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, California 94404
(c) Principal Business:
President/Chief Executive Officer/Director/Principal
Shareholder, Franklin Resources, Inc., Parent Company of
a number of investment advisers and administrative
companies providing investment advice and administrative
services to the Franklin/Templeton Group of Funds,
Franklin Mutual Series Fund Inc., managed accounts and
other investment products.
Director, FMAI, an investment adviser registered with the
U.S. Securities and Exchange Commission and investment
adviser to the Franklin Mutual Series Fund Inc.
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
Item 2. Identity and Background
(a) Name:
Rupert H. Johnson, Jr.
(b) Business Address:
Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, California 94404
(c) Principal Business:
Executive Vice President/Director/Principal Shareholder,
Franklin Resources, Inc., Parent Company of a number of
investment advisers and administrative companies
providing investment advice and administrative services
to the Franklin/Templeton Group of Funds, Franklin Mutual
Series Fund Inc., managed accounts and other investment
products.
Director, FMAI, an investment adviser registered with the
U.S. Securities and Exchange Commission and investment
adviser to the Franklin Mutual Series Fund Inc.
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
Item 2. Identity and Background
(a) The name, residence or business address, and the principal
occupation or employment and the name, principal business and
address of any corporation or other organization in which such
employment is conducted, of each executive officer and director and
each controlling person, if any, of the reporting persons named
above is set forth in Exhibit A hereto. To the best knowledge of
the persons listed in Item 2 hereof, each person listed on Exhibit
A is a United States citizen and, during the last five years, no
person listed in Exhibit A attached (i) has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding 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 3. Source and Amount of Funds or Other Consideration
The securities reported herein were acquired with funds of
approximately $25.9 million (including brokerage commissions). All
such funds were provided from investment capital of FMAI's
respective advisory clients.
Item 4. Purpose of Transaction
The securities covered by this Statement were acquired by FMAI's
advisory clients for the purpose of investment. Neither FMAI nor
any executive officer or director of FMAI has any present plans or
intentions to acquire or dispose of any securities of the Issuer
other than on behalf of FMAI's clients for the purpose of
investment.
On September 19, 1997, the Issuer announced that it had entered
into a definitive agreement with Value Property Trust ("VLP") by
which the Issuer would merge with VLP by acquiring VLP's common
stock for cash and the issuer's Common Stock. On the same day, FMAI
entered into an Agreement (the "Standstill Agreement") with the
Issuer, a copy of which is attached hereto as Exhibit C and
incorporated herein. Under the Standstill Agreement, FMAI has
agreed, among other things, to limit its acquisition of the power
to vote Issuer's voting securities to a maximum of 25%, subject to
the terms and conditions specified in the Standstill Agreement.
Other than as may be limited by the Standstill Agreement, FMAI may
decide to purchase on behalf of its advisory clients additional
shares of the Common Stock or other securities of the Issuer. In
addition, other than as may be limited by the Standstill Agreement,
FMAI may cause its advisory clients to dispose of any or all
securities of the Issuer in any manner permitted by applicable
securities laws. FMAI's advisory clients reserve the right to
exercise any and all of their respective rights as a stockholder of
the Issuer in a manner consistent with their equity interests.
Other than as described above, neither FMAI nor any executive
officer or director of FMAI, has any present plans or proposals
which relate to or would result in:
(i) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(ii) the sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(iii) any change in the present board of directors or
management of the Issuer, including any plans or proposals to
change the number or term of directors or to fill any existing
vacancies on the board;
(iv) any material change in the present capitalization or dividend
policy of the Issuer;
(v) any other material change in the Issuer's business or
corporate structure;
(vi) changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(vii) causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized to
be quoted in an inter-dealer quotation system of a registered
national securities association;
(viii) a class of equity security of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(ix) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a-b) One or more of FMAI's advisory clients is the owner of
2,493,234 shares of the Common Stock. However, irrevocable proxies
with respect to 836,500 of these shares have been granted to a
third party unaffiliated with any of the reporting persons herein.
In addition, an additional 614,747 shares are subject to a voting
trust, the trustee of which is another third party unaffiliated
with any of the reporting persons herein or with the holder of the
previously described proxy. Consequently, although FMAI's advisory
contracts with its clients grant to FMAI sole voting and investment
discretion over the securities owned by its advisory clients, FMAI
has sole voting power over only 1,041,987 shares of the 2,493,234
shares over which it retains sole investment power. Therefore, FMAI
may be deemed to be, for purposes of Rule 13d-3 under the 1934 Act
(the "1934 Act"), the beneficial owner, with respect to investment
power, of 2,493,234 shares, representing approximately 15.0%, and
with respect to voting power, 1,041,987 shares, representing
approximately 6.3%, of the outstanding shares of Common Stock.
FMAI is a wholly-owned subsidiary of Franklin Resources, Inc.
("FRI"). Charles B. Johnson and Rupert H. Johnson, Jr. (the
"Principal Shareholders") each own in excess of 10% of the
outstanding Common Stock of FRI and are the principal shareholders
of FRI. FRI and the Principal Shareholders therefore may be deemed
to be, for purposes of Rule 13d-3 under the 1934 Act, the
beneficial owner of securities held by persons and entities advised
by FRI subsidiaries. However, no investment advisory personnel of
FRI subsidiaries other than FMAI are involved in the investment
management decisions of FMAI. Moreover, FMAI, FRI and the Principal
Shareholders each disclaim any economic interest or beneficial
ownership in any of the securities covered by this Statement owned
by advisory clients of FRI subsidiaries.
Furthermore, FRI, FMAI, and the Principal Shareholders are of the
view that they are not acting as a "group" for purposes of Section
13(d) under the 1934 Act and that they are not otherwise required
to attribute to each other the "beneficial ownership" of securities
held by any of them or by any persons or entities advised by FRI
subsidiaries.
(c) Exhibit B sets forth all transactions in the shares of the
Common Stock within the past sixty days.
(d) No person other than respective advisory clients of FMAI have
the right to receive or the power to direct the receipt of
dividends from, or the proceeds of the sale of the securities being
reported herein. Mutual Qualified Fund, a series of Franklin Mutual
Series Fund Inc., an investment company registered under the
Investment Company Act of 1940, has an interest in more than five
percent of the class of securities being reported herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships
with Respect
to Securities of the Issuer
Other than as disclosed above, no persons named in Item 2 herein,
nor to the best of such person's knowledge, no person named in
Exhibit A hereto, has any contract, arrangement, understanding or
relationship (legal or otherwise) with any person with respect to
any securities of the Issuer, including, but not limited to,
transfer or voting of any securities, finders' fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or losses, or the giving or
withholding of proxies.
Item 7. Materials to be Filed as Exhibits
Exhibit A Executive Officers and Directors of Reporting Persons
Exhibit B Summary of Transactions Within the Last Sixty Days
Exhibit C September 18, 1997 Agreement between the Issuer and FMAI
Exhibit D August 29, 1997 Irrevocable Proxy
Exhibit E August 29, 1997 Voting Trust Agreement
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.
September 24, 1997
S\LESLIE M. KRATTER
Leslie M. Kratter
Franklin Mutual Advisers, Inc.
Secretary
S\LESLIE M. KRATTER
Leslie M. Kratter
Franklin Resources, Inc.
Vice President
& Assistant Secretary
S\CHARLES B. JOHNSON
S\LESLIE M. KRATTER
By: Leslie M. Kratter
Attorney in Fact pursuant to
Power of Attorney for Charles B. Johnson
as attached to this Schedule 13D
S\RUPERT H. JOHNSON, JR.
S\LESLIE M. KRATTER
By: Leslie M. Kratter
Attorney in Fact pursuant to
Power of Attorney for Rupert H. Johnson, Jr.
as attached to this Schedule 13D
POWER OF ATTORNEY
CHARLES B. JOHNSON hereby appoints LESLIE M. KRATTER his true and
lawful attorney-in-fact and agent to execute and file with the
Securities and Exchange Commission any Schedule 13D, any amendments
thereto or any related documentation which may be required to be
filed in his individual capacity as a result of his position as an
officer, director or shareholder of Franklin Resources, Inc. and
granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing which he
might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, may lawfully do or cause to
be done by virtue hereof.
S\CHARLES B. JOHNSON
POWER OF ATTORNEY
RUPERT H. JOHNSON, JR. hereby appoints LESLIE M. KRATTER his true
and lawful attorney-in-fact and agent to execute and file with the
Securities and Exchange Commission any Schedule 13D, any amendments
thereto or any related documentation which may be required to be
filed in his individual capacity as a result of his position as an
officer director or shareholder of Franklin Resources, Inc. and
granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing which he
might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, may lawfully do or cause to
be done by virtue hereof.
S\RUPERT H. JOHNSON, JR.
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agree to
the joint filing with each other of the attached statement on
Schedule 13D and to all amendments to such statement and that such
statement and all amendments to such statement is made on behalf of
each of them.
IN WITNESS WHEREOF, the undersigned hereby execute this
agreement on September 24, 1997.
S\LESLIE M. KRATTER
Leslie M. Kratter
Franklin Mutual Advisers, Inc.
Secretary
S\LESLIE M. KRATTER
Leslie M. Kratter
Franklin Resources, Inc.
Vice President
& Assistant Secretary
S\CHARLES B. JOHNSON
S\LESLIE M. KRATTER
By: Leslie M. Kratter
Attorney in Fact pursuant to
Power of Attorney for Charles B. Johnson
as attached to this Schedule 13D
S\RUPERT H. JOHNSON, JR.
S\LESLIE M. KRATTER
By: Leslie M. Kratter
Attorney in Fact pursuant to
Power of Attorney for Rupert H. Johnson, Jr.
as attached to this Schedule 13D
Exhibit A
EXECUTIVE OFFICERS AND DIRECTORS
Name
Present Principal Occupation/Employment
Residence or Business Address
Jennifer J. Bolt
Vice President - FRI
FRI
Harmon E. Burns
Executive Vice President/Secretary/Director - FRI
Director - FMAI
FRI
Martin L. Flanagan
Senior Vice President/Chief Financial Officer - FRI
Director - FMAI
FRI
Deborah R. Gatzek
Senior Vice President/Assistant Secretary/General Counsel - FRI
Assistant Secretary - FMAI
FRI
F. Warren Hellman
Director - FRI
Partner in investment management firm
Hellman & Friedman, 1 Maritime Plaza, 12th Floor,
San Francisco, CA 94111
Donna S. Ikeda
Vice President - FRI
FRI
Charles B. Johnson
President/Chief Executive Officer/Director/Principal Shareholder -
FRI
Director - FMAI
FRI
Charles E. Johnson
Senior Vice President/Director - FRI
President of Templeton Worldwide, Inc., Investment Management
Director - FMAI
Templeton Worldwide, Inc., 500 E. Broward, Ste. 2100
Ft. Lauderdale, FL 33394
Gregory E. Johnson
Vice President - FRI
FRI
Gordon Jones
Vice President - FRI
FRI
Rupert H. Johnson, Jr.
Executive Vice President/Director/Principal Shareholder - FRI
Director - FMAI
FRI
Harry O. Kline
Director - FRI
6501 Red Hook Plaza, #201, St. Thomas, VI 00802
Leslie M. Kratter
Vice President/Assistant Secretary - FRI
Secretary - FMAI
FRI
Kenneth A. Lewis
Vice President - FRI
FRI
William J. Lippman
Senior Vice President - FRI
Franklin Advisory Services, Inc., One Parker Plaza, 16th Fl., Ft.
Lee, NJ 07024
James A. McCarthy
Director - FRI
Private Investor
101 California Street, Suite 1400, San Francisco, CA 94111
Peter M. Sacerdote
Director - FRI
Limited Partner/Chair of Investment Committee, Goldman, Sachs
Group, L.P.,
Investment banking
Goldman, Sachs & Co. 85 Broad Street, New York, NY 10004
Charles R. Sims
Treasurer - FRI
FRI
Louis E. Woodworth
Director - FRI
Private Investor/President, Alpine Corp.
Alpine Corp., 1505 7th Avenue, Seattle, WA 98119
Jeffrey A. Altman
Senior Vice President - FMAI
FMAI
James R. Baio
Treasurer - FMAI
FMAI
Elizabeth N. Cohernour
Vice President/General Counsel/Assistant Secretary - FMAI
FMAI
Robert L. Friedman
Senior Vice President - FMAI
FMAI
Raymond Garea
Senior Vice President - FMAI
FMAI
Peter A. Langerman
Chief Operating Officer/Senior Vice President/Director - FMAI
FMAI
Susan Potto
Vice President - FMAI
FMAI
Michael F. Price
Chief Executive Officer/President/Director - FMAI
FMAI
Lawrence N. Sondike
Senior Vice President - FMAI
FMAI
Leigh Walzer
Vice President - FMAI
FMAI
David Winters
Vice President - FMAI
FMAI
FRI Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, CA 94404
Parent Company of a number of investment advisers and
administrative companies providing investment advice and
administrative services to the Franklin/Templeton Group of Funds,
Franklin Mutual Series Fund Inc., managed accounts and other
investment products.
FMAI Franklin Mutual Advisers, Inc.
51 John F. Kennedy Parkway
Short Hills, NJ 07078
An investment adviser registered with the U.S. Securities and
Exchange Commission and investment adviser to the Franklin Mutual
Series Fund Inc.
Exhibit B
Summary of Transactions Within the Last Sixty Days
Date Buy/Sell No. of Shares Price
08/29/97 sell 150,050 $12.0000
08/26/97 sell 70,000 $11.7500
08/26/97 buy 70,000 $11.7500
07/25/97 buy 10,100 $11.0000
07/24/97 buy 32,100 $11.0218
Exhibit C
WELLSFORD REAL PROPERTIES, INC.
610 FIFTH AVENUE
NEW YORK, NEW YORK 10020
September 18, 1997
Franklin Mutual Advisers, Inc.
51 John F. Kennedy Parkway
Short Hills, New Jersey 07078
Ladies and Gentlemen:
Reference is made to the Agreement and Plan of Merger, dated as of
the date hereof (the "Merger Agreement"), among Value Property
Trust, a Maryland real estate investment trust ("VPT"), Wellsford
Real Properties, Inc. a Maryland corporation ("Buyer"), and
Wellsford Capital Corporation, a Maryland corporation and a wholly
owned subsidiary of Buyer ("Merger Subsidiary"). Capitalized terms
used herein and not otherwise defined herein shall have the
respective meanings ascribed thereto in the Merger Agreement.
Pursuant to the Merger Agreement, among other things, on the
Closing Date, Merger Subsidiary shall be merged with and into VPT,
the separate corporate existence of Merger Subsidiary shall cease,
and VPT shall be the successor in the Merger. Except as otherwise
set forth in the Merger Agreement, each VPT Share shall, at the
Effective Time, be converted into the right to receive the Merger
Consideration, which shall include shares of common stock of Buyer
("Buyer Common Stock").
As of the date hereof, Franklin Mutual Advisers, Inc. and its
affiliates and advisory clients (collectively, "FMA") are the
owners of 5,606,827 VPT Shares, constituting 49.9% of the issued
and outstanding VPT Shares, and also own shares of Buyer Common
Stock. In order to induce Buyer to execute and deliver the Merger
Agreement and consummate the transactions contemplated thereby, the
undersigned hereby agrees as follows:
1. From and after the date hereof, other than shares of Buyer
Common Stock to be received upon consummation of the Merger in
accordance with the terms of the Merger Agreement, the undersigned
shall not, without Buyer's consent, (i) acquire (whether
beneficially or of record), agree to acquire, or make any proposal
or offer to acquire, whether pursuant to a merger, tender or
exchange offer, other extraordinary transaction or otherwise, for
itself or any of its affiliates or advisory clients, any additional
shares of Buyer Common Stock which would result in the undersigned
having the power to vote more than 25% of the Buyer Common Stock;
provided that if Buyer has other voting securities outstanding,
more than 25% of the voting securities of Buyer outstanding as of
the time of any such acquisition or other transaction, (ii)
solicit proxies from shareholders of Buyer, the power to vote,
become a "participant" in any "election contest" (as such terms are
used in Rule 14a-11 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")), with respect to Buyer, or make a
communication (other than as required by law) referred to in Rule
14a-1(1)(2)(iv) of the Exchange Act in connection with any election
contest or other vote by shareholders of Buyer that could
reasonably be considered adverse to Buyer or its Board of
Directors, and (iii) form, join or participate in a "group" (within
the meaning of Section 13(d)(3) of the Exchange Act) with respect
to the matters described in clauses (i) or (ii) above.
Notwithstanding the foregoing, if any shareholder of Buyer acquires
more than 25% of the Buyer Common Stock, the references to 25%
contained in this paragraph 1 shall be deemed to equal the greater
of (x) 25% and (y) the percentage of Buyer Common Stock owned from
time to time by such shareholder.
2. This Agreement shall terminate upon the earliest of (i) the
termination of the Merger Agreement, (ii) the date on which the
Board of Directors of Buyer recommends or otherwise approves a
third party tender or exchange offer to acquire more than 25% of
Buyer Common Stock then outstanding, (iii) the date Buyer enters
into a definitive agreement with a third party to consummate, or
designates (the "Designation"), a third party not to be an
"Interested Stockholder" as defined in MGCL Section 3-601(j),
allowing such third party to consummate, (A) any tender or exchange
offer for more than 25% of the outstanding shares of Buyer Common
Stock, (B) any merger or other business combination involving Buyer
in which the shareholders of Buyer immediately prior to such
transaction own (directly or indirectly) less than 75% of the
surviving entity, (C) any recapitalization, restructuring,
liquidation, dissolution or other extraordinary transaction with
respect to or involving Buyer or its securities or assets, or (D)
an acquisition by any other person or group of any shares of Buyer
Common Stock which would result in such person or group having the
power to vote more than 25% of the Buyer Common Stock outstanding
as of the time of any such acquisition, (iv) the fifth anniversary
of Closing Date and (v) such time as neither the current Chairman
and President of Buyer are serving as either Chairman or President.
Notwithstanding anything to the contrary contained herein, if Buyer
makes the Designation, the restrictions on FMA set forth in
paragraph 1 above shall not terminate; provided that all references
to 25% contained in said paragraph shall be deemed to equal the
greater of (x) 25% and (y) the percentage of Buyer Common Stock
owned from time to time by the Interested Stockholder as to which
the Designation was made.
3. FMA agrees that no failure or delay by Buyer in exercising any
right hereunder shall operate as a waiver thereof, that money
damages would not be a sufficient remedy for any breach of this
Agreement by FMA or its directors, officers, employees or agents,
and that in addition to all other remedies Buyer shall be entitled
to specific performance and injunctive or other equitable relief as
a remedy for any such breach, and FMA further agrees to waive and
to use its best efforts to cause its directors, officers, employees
or agents to waive, any requirement for the securing or posting of
any bond in connection with such remedy.
4. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without giving
effect to its conflict of laws, principles or rules.
5. This Agreement may be executed in counterparts, each of which
shall be deemed an original and all of which taken together shall
constitute one and the same instrument.
If the foregoing accurately sets forth our understanding, please
indicate your acceptance by executing where indicated below.
Very truly yours,
WELLSFORD REAL PROPERTIES, INC.
By: /S/_________________
Name:
Title:
Acknowledged and Agreed to as of
the date first above written:
FRANKLIN MUTUAL ADVISERS, INC.
By: /S/_________________
Name: Jeffrey Altman
Title: Senior Vice President
Exhibit D
IRREVOCABLE PROXY
Effective as of the date set forth below, the undersigned
hereby irrevocably appoints Angelo Gordon & Co., L.P., as its
irrevocable proxy with full power of substitution to act for and
vote on behalf of the undersigned with respect to each of the
Surplus Shares (as hereinafter defined) in connection with all
matters relating to Wellsford Real Properties, Inc., a Maryland
corporation (the "Company"), regardless of (i) whether such vote
takes place at an annual or special meeting of the Company's
stockholders, or by written consent in lieu of a meeting, or
otherwise, or (ii) whether such vote is to be cast in person, or by
proxy, or as otherwise permitted by law.
This proxy is coupled with an interest and shall be
irrevocable and remain in effect with respect to any Surplus Share
until transfer of the beneficial ownership (as defined in Section 3-
601(d) of the Maryland General Corporation Law ("MGCL")) of such
Surplus Share to a person who is not at the time of such transfer
(and who will not become as a result of such transfer) (a) an
interested stockholder (as defined in Section 3-601 of the MGCL) of
the Company or an affiliate (as defined in Section 3-601 of the
MGCL) of an interested stockholder of the Company or (b) an
affiliate of Franklin Mutual Advisers, Inc., upon which event this
irrevocable proxy shall immediately and automatically terminate
with respect to the Surplus Share which is so transferred.
For purposes of this irrevocable proxy, the term "Surplus
Shares" shall mean 836,500 shares of common stock, par value $.01
per share, of the Company ("Common Stock") beneficially owned by
the undersigned as of the date hereof, and shall include, at any
time prior to the acquisition by the undersigned of beneficial
ownership of any additional shares of Common Stock after the date
hereof, any additional shares of Common Stock which are
beneficially owned by the undersigned that exceed the number of
shares of Common Stock equal to 9.9% of the then outstanding voting
stock of the Company (e.g., upon a redemption of voting stock of
the Company).
MUTUAL QUALIFIED FUND
By: /S/_________________
Name: E.N. Cohernour
Title: General Counsel & Secretary
Dated: As of 8 A.M. on August 29, 1997.
Exhibit E
VOTING TRUST AGREEMENT
This declaration of trust (the "Agreement") is made by
Franklin Mutual Series Fund Inc., a Maryland corporation, on behalf
of its series Mutual Qualified Fund ("Mutual Qualified") as Grantor
and Beneficiary (Franklin Mutual Series Fund Inc. being hereinafter
referred to as the "Grantor"), and Fasulo, Freidson & Joyce, as
Trustee, to be effective as of the date hereof.
WHEREAS, Mutual Qualified has previously acquired the
economic interest in 614,747 shares of common stock (the "Common
Stock") of Wellsford Real Property, Inc. (the "Issuer");
NOW, THEREFORE, in consideration of the foregoing and of
the mutual promises, covenants and agreements hereinafter set
forth, the parties hereto agree as follows:
1. Creation of Voting Trust.
(a) Subject to the terms and conditions hereof, a voting
trust in respect of the Common Stock is hereby created and
established.
(b) The Trustee shall have all power to vote the Common
Stock on all matters upon which the holders of the Common Stock are
entitled to vote
(c) Trustee accepts the trust created by this Agreement
and agrees to its appointment as trustee hereunder.
(d) Grantor retains all other rights, benefits and
powers, dispositive and otherwise, respecting the Common Stock.
(e) Trustee shall have the right, but not the
obligation, to exercise or not exercise, in its sole discretion,
any of the powers granted to it under this Agreement. The Grantor
shall have no voice in the Trustee's exercise of or failure to
exercise any such power.
2. Custody of the Common Stock.
(a) Upon execution of this Agreement, Grantor shall
instruct the Issuer to cancel the certificate or certificates
reflecting the Common Stock and issue a new certificate in the name
of the Grantor or its nominee bearing a legend to the effect that
the Common Stock represented thereby is subject to this Agreement
and that the Issuer will reflect the existence of this Agreement in
its stockholder records. Grantor shall instruct the Issuer to
deliver the certificate representing the Common Stock to State
Street Bank and Trust Company, One Heritage Drive P5S, N. Quincy,
MA 02171, Attn: Pat Cummins, ph: 617.985.2965.
(b) Trustee shall have no authority to sell, transfer,
assign, pledge or otherwise dispose of or encumber the Common
Stock.
3. Termination of Trust.
(a) This declaration of trust shall automatically
terminate with respect to any shares of Common Stock which are
transferred by the Grantor to a third party which is not an
affiliated person, as defined in The Investment Company Act of
1940, as amended (the "1940 Act") of Mutual Qualified Fund or its
investment advisor (a "Third Party").
(b) This declaration of trust shall automatically
terminate ten years from the date hereof unless extended by the
parties.
4. Resignation, Removal of The Trustee.
(a) The Trustee may not be removed except upon a
judicial determination that the Trustee has breached its fiduciary
duty to the Grantor.
(b) The Trustee may, upon fifteen days' written notice
to the Grantor, resign as Trustee hereunder.
(c) In the event of the Trustee's resignation or
removal, Grantor shall (i) appoint a successor trustee which is not
an interested person (as defined in the 1940 Act but without giving
effect to the proviso in Section 2(a)(19) thereof) of the Grantor
("Successor Trustee"), and (ii) provide written notice of the
identity of the Successor Trustee to the Issuer. Any Successor
Trustee appointed as herein provided shall indicate its acceptance
of such appointment by executing a counterpart of this Agreement
and thereupon shall be vested with all the rights, powers, duties
and immunities herein conferred upon the Trustee as though such
Successor Trustee had been an original party to this Agreement as
Trustee. No Successor Trustee shall be personally liable for any
act or failure to act of any predecessor Trustee. The term
"Trustee" as used in this Agreement shall apply to and mean the
original Trustee (so long as it is a Trustee) and any Successor
Trustee.
5. As to the Trustee.
(a) The Trustee is expressly authorized to incur and pay
all reasonable charges and other expenses which the Trustee deems
necessary and proper in the performance of its duties under this
Agreement, including fees based upon the Trustee's customary
billing rates. Such charges and other expenses shall be paid by the
Grantor.
(b) The Trustee shall not be liable or responsible for
anything done, or omitted to be done by it in good faith and in the
absence of negligence or other breach of fiduciary duty and may
rely and shall be protected in acting upon any notice, instruction
or other communication which it reasonably believes to be genuine
and authorized. Grantor shall indemnify and hold Trustee harmless
with regard to any losses or liabilities of the Trustee (including
reasonable counsel fees) imposed on or incurred by the Trustee
arising out of any action or omission of the Trustee in connection
with this declaration of trust, except where attributable to a
breach of the standard of care referred to in the preceding
sentence.
(c) The Trustee confirms the accuracy of the
Representation.
6. Miscellaneous.
(a) This Agreement may be amended only in writing signed
by the Grantor and the Trustee.
(b) This Trust shall be governed by and construed in
accordance with the laws of the State of New York without regard to
any conflicts of laws provisions thereof.
(c) If any part of this Agreement is held to be invalid
or unenforceable in whole or in part by any court of competent
jurisdiction, this declaration shall be interpreted as if such
invalid portions were not contained therein.
(d) This Agreement constitutes the entire agreement
between the parties hereto.
(e) This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and their respective
successors and assigns.
(f) The headings of the sections in this Agreement are
for convenience only and do not form a part or affect the meaning
hereof.
* * * * *
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day set forth below.
Date: August 29, 1997
GRANTOR:
FRANKLIN MUTUAL SERIES FUND INC. ON
BEHALF OF:
MUTUAL QUALIFIED FUND
By: /S/
Name: Elizabeth N. Cohernour
Title: General Counsel & Secretary
AGREED AND ACCEPTED AS OF
August 29, 1997.
TRUSTEE: FASULO, FREIDSON & JOYCE
By: /S/
Name:
Title: Partner
