CUSIP No. 950240101 13D
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Wellsford Real Property, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
950240101
(CUSIP Number)
Jeffrey 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)
April 3, 1998
(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
2,925,766 (See Item 5)
8. SHARED VOTING POWER
9. SOLE DISPOSITIVE POWER
4,377,013 (See Item 5)
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,377,013, with the power to vote 2,925,766 (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
21.6%, with the power to vote 12.6% (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
0 (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
0.0%
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
0 (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
0.0%
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
0(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
0.0%
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 $56.4 million (including brokerage commissions). All
such funds were provided from investment capital of FMAI's advisory
clients.
Item 4. Purpose of Transaction
The securities covered in 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.
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, 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.
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
4,377,013 shares of the Common Stock representing approximately
21.6% of the outstanding shares of 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
2,925,766 shares of the 4,377,013 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 4,377,013 shares,
representing approximately 21.6%, and with respect to voting power,
2,925,766 shares, representing approximately 12.6%, 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. However, FMAI exercises voting and investment powers on
behalf of its advisory clients independently of FRI, the Principal
Shareholders, and their respective affiliates. Consequently,
beneficial ownership of the securities being reported by FMAI are
not attributed to FRI, the Principal Shareholders, and their
respective affiliates other than FMAI.
FMAI disclaims any economic interest or beneficial ownership in any
of the securities covered by this Statement.
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. Each of Mutual Discovery Fund and Mutual Qualified
Fund, each a series of Franklin Mutual Series Fund Inc., an
investment company registered under the Investment Company Act of
1940, have 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-1 Executive Officers and Directors of Reporting Persons
Exhibit B-1 Summary of Transactions Within the Last Sixty Days
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.
April 9, 1998
Franklin Mutual Advisers, Inc.
S\ ELIZABETH N. COHERNOUR
By: Elizabeth N. Cohernour
Vice President, Assistant Secretary, and General Counsel, Franklin
Mutual Advisers, Inc.
Franklin Resources, Inc.
Charles B. Johnson
Rupert H. Johnson, Jr.
S\ HARMON E. BURNS
By: Harmon E. Burns
Executive Vice President and Director, Franklin Resources, Inc.
Attorney in Fact for Charles B. Johnson pursuant to Power of
Attorney attached to this Schedule 13D
Attorney in Fact for Rupert H. Johnson, Jr. pursuant to Power of
Attorney attached to this Schedule 13D
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 April 9, 1998.
Franklin Mutual Advisers, Inc.
S\ ELIZABETH N. COHERNOUR
By: Elizabeth N. Cohernour
Vice President, Assistant Secretary, and General Counsel, Franklin
Mutual Advisers, Inc.
Franklin Resources, Inc.
Charles B. Johnson
Rupert H. Johnson, Jr.
S\ HARMON E. BURNS
By: Harmon E. Burns
Executive Vice President and Director, Franklin Resources, Inc.
Attorney in Fact for Charles B. Johnson pursuant to Power of
Attorney attached to this Schedule 13D
Attorney in Fact for Rupert H. Johnson, Jr. pursuant to Power of
Attorney attached to this Schedule 13D
POWER OF ATTORNEY
CHARLES B. JOHNSON hereby appoints HARMON E. BURNS 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 HARMON E. BURNS 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.
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/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 22294
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
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
Ephraim Karpel
Vice President - FMAI
Peter A. Langerman
Chief Operating Officer/Senior Vice President/Director - FMAI
FMAI
David Marcus
Senior Vice President - 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
Senior 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
03/16/97 buy 200,000 $13.5000
03/27/97 buy 250,000 $13.4375
On April 3, 1998, advisory clients of FMAI exchanged shares of
beneficial interest they owned in Value Property Trust ("VLP") for
1,433,779 shares of Common Stock of the Issuer pursuant to the
merger between the Issuer and VLP which was approved by VLP's
shareholders on February 20, 1998.
