UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
MILWAUKEE LAND COMPANY
- --------------------------------------------------------------------------------
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $0.30 PER SHARE
- --------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
602302 10 1
- --------------------------------------------------------------------------------
(CUSIP NUMBER)
LAWRENCE LEVITT, CHIEF FINANCIAL OFFICER, ODYSSEY PARTNERS, L.P.
31 WEST 52ND STREET, NEW YORK, N.Y. 10019 (212) 708-0600
- --------------------------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS)
JANUARY 10, 1996
- --------------------------------------------------------------------------------
(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 THE STATEMENT [ ]. (A FEE IS
NOT REQUIRED ONLY IF THE REPORTING PERSON: (1) HAS A PREVIOUS STATEMENT ON FILE
REPORTING BENEFICIAL OWNERSHIP OF MORE THAN FIVE PERCENT OF THE CLASS OF
SECURITIES DESCRIBED IN ITEM 1; AND (2) HAS FILED NO AMENDMENT SUBSEQUENT
THERETO REPORTING BENEFICIAL OWNERSHIP OF FIVE PERCENT OR LESS OF SUCH CLASS.)
(SEE RULE 13D-7)
NOTE: SIX COPIES OF THIS STATEMENT, INCLUDING ALL EXHIBITS, SHOULD BE FILED WITH
THE COMMISSION. SEE RULE 13D-1(A) FOR OTHER PARTIES TO WHOM COPIES ARE TO BE
SENT.
*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
DISCLOSURES PROVIDED IN A PRIOR COVER PAGE.
THE INFORMATION REQUIRED ON THE REMAINDER OF THIS COVER SHALL NOT BE DEEMED TO
BE "FILED" FOR THE PURPOSE OF SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934
(THE "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).
<PAGE>
SCHEDULE 13D
CUSIP NO. 602302 10 1 PAGE 2 OF 14 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Odyssey Partners, L.P.
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
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14 TYPE OF REPORTING PERSON
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 602302 10 1 PAGE 3 OF 14 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Leon Levy
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
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 12,700
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
12,700
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
14 TYPE OF REPORTING PERSON
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 602302 10 1 PAGE 4 OF 14 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Zilkha & Sons, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(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
NUMBER OF 7 SOLE VOTING POWER
SHARES 24,500 Shares
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
None
9 SOLE DISPOSITIVE POWER
24,500 Shares
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,500 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
14 TYPE OF REPORTING PERSON
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 602302 10 1 PAGE 5 OF 14 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Zilkha Foundation, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(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
NUMBER OF 7 SOLE VOTING POWER
SHARES 15,000 Shares
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
None
9 SOLE DISPOSITIVE POWER
15,000 Shares
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,000 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
14 TYPE OF REPORTING PERSON
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 602302 10 1 PAGE 6 OF 14 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ezra K. Zilkha
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(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
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 46,500 Shares (See Item 5)
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
16,500 Shares (See Item 5)
9 SOLE DISPOSITIVE POWER
46,500 Shares (See Item 5)
10 SHARED DISPOSITIVE POWER
16,500 Shares (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
63,000 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
(See Item 5)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8%
14 TYPE OF REPORTING PERSON
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 1 ("Amendment No. 1") amends and restates in
its entirety the Statement on Schedule 13D (the "Original Schedule 13D") filed
by Odyssey Partners, L.P. ("Odyssey"), Leon Levy ("Mr. Levy"), Ezra K. Zilkha
("Mr. Zilkha"), Zilkha & Sons, Inc. ("Zilkha & Sons"), and The Zilkha
Foundation, Inc. (the "Zilkha Foundation"; together with Odyssey, Mr. Levy, Mr.
Zilkha, and Zilkha & Sons, the "Reporting Persons") with the Securities and
Exchange Commission on or about July 9, 1993, with respect to the common stock,
$.30 par value (the "Common Stock"), of Milwaukee Land Company ("MLC").
Item 1. Security and Issuer.
--------------------
This statement relates to the Common Stock of MLC. The address of
the principal executive office of MLC is 547 West Jackson Boulevard, Suite 1510,
Chicago, Illinois 60606.
Item 2. Identity and Background.
------------------------
This Amendment No. 1 is being filed jointly by the Reporting
Persons pursuant to an Agreement dated July 6, 1993 among each of the Reporting
Persons (the "Joint Filing Agreement"). The Joint Filing Agreement is included
as Exhibit A hereto. As reported in Item 5 below, Odyssey has disposed of all of
its shares of Common Stock. Accordingly, Odyssey, and Mr. Levy, a general
partner of Odyssey, have ceased to be members of the group (as such term is used
in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and the
rules and regulations thereunder) comprised of the Reporting Persons at the time
of the Original Schedule 13D. Those Reporting Persons who continue to be part of
the group are Mr. Zilkha, Zilkha & Sons, and the Zilkha Foundation
(collectively, the "Zilkha Group"). The Reporting Persons have amended the Joint
Filing Agreement to delete Odyssey and Mr. Levy as parties thereto. A copy of
this amendment is included as Exhibit B hereto.
Odyssey is a Delaware limited partnership with its principal
executive office located at 31 West 52nd Street, New York, New York 10019.
Odyssey is a private investment partnership with substantial equity capital
invested in marketable securities and closely held businesses. Odyssey has six
general partners (individually, an "Odyssey General Partner" and, collectively,
the "Odyssey General Partners"): Mr. Levy, Jack Nash, Joshua Nash, Stephen
Berger, Brian Wruble and Nash Family Partnership, L.P., a New York limited
partnership. The business address of each Odyssey General Partner is 31 W. 52nd
Street, New York, N.Y. 10019. The principal occupation of Messrs. Levy, Jack
Nash, Joshua Nash, Berger and Wruble (each of whom is a citizen of the United
States) is to serve as a general partner of Odyssey. The principal business of
Nash Family Partnership, L.P. is investments. The general partner of Nash Family
Partnership, L.P. is Joshua Nash. During the last five years, neither Odyssey
nor any Odyssey General Partner has been (i) convicted in a criminal proceeding
Page 7 of 14
<PAGE>
(excluding traffic violations or similar misdemeanors) or (ii) a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which he or 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.
Zilkha & Sons is a New York corporation with its principal
executive office located at 767 Fifth Avenue, Suite 4605, New York, New York
10153. Zilkha & Sons is a private investment firm. The directors and executive
officers of Zilkha & Sons are Mr. Zilkha (President and Treasurer and a
director) and Cecile Zilkha (Secretary and a director). Mr. Zilkha and Cecile
Zilkha are each citizens of the United States and have a business address c/o
Zilkha & Sons, 767 Fifth Avenue, Suite 4605, New York, New York 10153. The
principal business of Mr. Zilkha is to serve as President of Zilkha & Sons.
Cecile Zilkha is the wife of Mr. Zilkha. During the last five years, neither
Zilkha & Sons, Mr. Zilkha, nor Cecile Zilkha has been (i) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which it, he or she 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.
The Zilkha Foundation is a New York corporation with its
principal executive office located at 767 Fifth Avenue, Suite 4605, New York,
New York 10153. The Zilkha Foundation is a private charitable foundation. The
directors and executive officers of the Zilkha Foundation are Mr. Zilkha
(President and Treasurer and a director), Cecile Zilkha (Vice President and
Secretary and a director), and Donald Zilkha (a director). Donald Zilkha is a
citizen of the United States and has a business address c/o Zilkha & Company,
767 Fifth Avenue, Suite 4605, New York New York 10153. The present principal
occupation of Donald Zilkha is President, Zilkha & Company, an investment
banking firm, 767 Fifth Avenue, Suite 4605, New York New York 10153. During the
last five years, neither the Zilkha Foundation nor Donald Zilkha has been (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which it or he 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 Reporting Persons received their shares of Common Stock
pursuant to the Distribution (as hereinafter defined).
In connection with the Distribution and the conversion of Chicago
Milwaukee Corporation ("CMC"), from a closed-end management investment company
to an open-end management investment company (the "Conversion"), CMC transferred
(the "Transfer") substantially all of its illiquid assets and certain contingent
liabilities to its wholly owned subsidiary, MLC. CMC's stockholders approved the
Conversion at a Special Meeting held on May 12, 1993. On June 30, 1993, CMC
distributed (the "Distribution"), on a pro rata basis and without consideration,
to the holders of record of common stock, par value $1.00 per share (the "CMC
Common Stock"), on June 18, 1993
Page 8 of 14
<PAGE>
(the "Distribution Record Date"), all of the shares of Common Stock of MLC owned
by CMC at the rate of one share of share of Common Stock of MLC for each share
of CMC Common Stock owned as of the close of business on the Distribution Record
Date. The Reporting Persons owned CMC Common Stock on the Distribution Record
Date and, accordingly, received a number of shares of shares of Common Stock of
MLC pursuant to the Distribution in an amount equal to the number of shares of
CMC Common Stock owned by them as of the close of business on the Distribution
Record Date.
Item 4. Purpose of Transaction.
-----------------------
As stated in Item 3 hereof, the Reporting Persons received shares
of Common Stock in the Distribution for no consideration.
Each Reporting Person intends to hold the shares of Common Stock,
if any, beneficially owned by it for investment. Subject to availability at
prices deemed favorable, the Reporting Persons may purchase additional shares of
Common Stock from time to time in the open market, in privately negotiated
transactions or otherwise. Each Reporting Person may also in the future dispose
of the shares of Common Stock, if any, beneficially owned by it in the open
market, in privately negotiated transactions or otherwise.
Mr. Zilkha is a member of the Board of Directors of MLC.
Effective as of January 17, 1996, Jack Nash, an Odyssey General Partner,
resigned as a member of the Board of Directors of MLC.
Although the foregoing represents the range of activities
currently contemplated by the Reporting Persons with respect to MLC, it should
be noted that their possible activities are subject to change at any time.
Except as set forth above, the Reporting 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 Schedule 13D.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
(a) Each Reporting Person beneficially owns the following number
of shares (and percentage(1)) of Common Stock:
1. Odyssey: -0-
2. Mr. Levy: 12,700 shares (0.8%).
- -----------------
(1) There were 1,671,238 shares of Common Stock outstanding as of July 7,
1995, as reported in MLC's Proxy Statement to stockholders dated July 14, 1995.
Page 9 of 14
<PAGE>
3. Mr. Zilkha: 63,000 shares (3.8%). This sum includes (a)
46,500 shares of Common Stock owned directly by Mr. Zilkha
for which he has sole voting and dispositive power, (b)
1,500 shares owned by Mr. Zilkha's wife, Cecile Zilkha, as
to which Mr. Zilkha shares voting and dispositive power,
and (c) the 15,000 shares beneficially owned by the Zilkha
Foundation (referred to in (5) below), as to which Mr.
Zilkha shares voting and dispositive power with the other
directors and executive officers of the Zilkha Foundation.
In addition, Mr. Zilkha may be deemed to be the beneficial
owner of the 24,500 shares owned by Zilkha & Sons
(referred to in (4) below).
4. Zilkha & Sons: 24,500 shares (1.5%).
5. The Zilkha Foundation: 15,000 shares (0.9%).
The Zilkha Group, in the aggregate, beneficially owns 87,500
shares of Common Stock (5.2% of the outstanding Common Stock). Except as
provided in this paragraph (a), none of the Reporting Persons, nor any other
person named in Item 2 above, beneficially owns any Common Stock.
(b) The response of each of the Reporting Persons to Items (7)
through (11) of the portions of the cover page of this Amendment No. 1 which
relate to the Common Stock beneficially owned by such Reporting Person is
incorporated herein by reference.
(c) On January 10, 1996, Odyssey sold, through open-market
transactions effected on the American Stock Exchange, 160,000 shares of Common
Stock for a sale price (exclusive of commissions) of $1,140,000 ($7.125 per
share). None of the Reporting Persons, nor any other person named in Item 2
above, has effected any other transactions in the Common Stock during the 60
days preceding the date of this Amendment No. 1.
(d) Not applicable.
(e) Odyssey and Mr. Levy each ceased to be the beneficial owner
of more than five percent of the Common Stock as of January 10, 1996.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
------------------------------------
The Reporting Persons are parties to (a) the Joint Filing
Agreement, which is included as Exhibit A to the Original Schedule 13D and (b)
an Amendment to Joint Filing Agreement, which is included as Exhibit B to this
Amendment No. 1.
Item 7. Material to be Filed as Exhibits.
---------------------------------
The following are filed herewith as Exhibits to this Amendment
No. 1.:
A. Joint Filing Agreement
B. Amendment to Joint Filing Agreement
Page 10 of 14
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated: January 17, 1996
/s/Leon Levy
------------
Leon Levy
ODYSSEY PARTNERS, L.P.
By: /s/Jack Nash
------------------
Jack Nash
A General Partner
/s/Ezra Zilkha
--------------
Ezra Zilkha
THE ZILKHA FOUNDATION, INC.
By: /s/Ezra Zilkha
--------------------
Ezra Zilkha
President
ZILKHA & SONS, INC.
By: /s/Ezra Zilkha
-------------------
Ezra Zilkha
President
Page 11 of 14
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Page
- ------- ----
A. Joint Filing Agreement ............................................13
B. Amendment to Joint Filing Agreement................................14
Page 12 of 14
EXHIBIT A
---------
AGREEMENT
This will confirm the Agreement by and among all the undersigned
that the Schedule 13D filed on or about this date with respect to the beneficial
ownership of the undersigned of shares of common stock, par value $.30 per
share, of Milwaukee Land Company is being filed, and all further amendments
thereto will be filed, jointly on behalf of each of the persons and entities
named below for all purposes specified in such Schedule 13D, as so amended. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
Dated: July 6, 1993
LEON LEVY
By: /s/Jack Nash
------------------
Jack Nash
Attorney-in-fact
ODYSSEY PARTNERS, L.P.
By: /s/Jack Nash
------------------
Jack Nash
/s/Ezra Zilkha
--------------
Ezra Zilkha
THE ZILKHA FOUNDATION, INC.
By: /s/Ezra Zilkha
--------------------
Ezra Zilkha
ZILKHA & SONS, INC.
By: /s/Ezra Zilkha
-------------------
Ezra Zilkha
Page 13 of 14
EXHIBIT B
---------
AMENDMENT TO JOINT FILING AGREEMENT
We refer to that certain Agreement dated July 6, 1993, among the
undersigned (the "Joint Filing Agreement"). The undersigned hereby agree that,
effective upon the execution of this Amendment, Odyssey Partners, L.P. and Leon
Levy shall cease to be parties to the Joint Filing Agreement.
Dated: January 17, 1996
/s/Leon Levy
------------
Leon Levy
ODYSSEY PARTNERS, L.P.
By: /s/Jack Nash
------------------
Jack Nash
A General Partner
/s/Ezra Zilkha
--------------
Ezra Zilkha
THE ZILKHA FOUNDATION, INC.
By: /s/Ezra Zilkha
--------------------
Ezra Zilkha
President
ZILKHA & SONS, INC.
By: /s/Ezra Zilkha
-------------------
Ezra Zilkha
President
Page 14 of 14
