SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
PACIFIC GATEWAY PROPERTIES, INC.
(Name of Issuer)
Common Stock Par Value $1.00 Per Share
(Title of Class of Securities)
694329103
(CUSIP Number)
Perry Goldberg
Specks & Goldberg
10 S. Wacker Drive
Suite 3600
Chicago, IL 60606
(312) 715-4566
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 21, 1994
(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.
Page 1 of 7 Pages
Exhibit Index on Page 6
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*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 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).<PAGE>
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1. Name of Reporting Person:
Perry Goldberg
2. Check the Appropriate Box if a Member of a Group:
(a)
(b)
3. SEC Use Only
4. Source of Funds: PF/OO
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):
6. Citizenship or Place of Organization: United States
Number of Shares Beneficially Owned By Each Reporting Person With:
7. Sole Voting Power: 169,900
8. Shared Voting Power: 80,000
9. Sole Dispositive Power: 169,900
10. Shared Dispositive Power: 80,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
249,900
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
x
13. Percent of Class Represented by Amount in Row (11): 6.44%
14. Type of Reporting Person: IN
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CUSIP NO. 694329103 Amendment No. 1 to 13D Page 3 of 7 Pages
[TEXT] This statement constitutes Amendment No. 1 to the
Statement on Schedule 13D filed with the Securities and Exchange
Commission on October 27, 1993 (the "Schedule 13D") by Perry
Goldberg ("Mr. Goldberg") in connection with the beneficial
ownership of shares of Common Stock, par value $1.00 per share of
Pacific Gateway Properties, Inc. Pursuant to Rule 13d-2(c)
promulgated under the Securities Exchange Act of 1934, as amended
(the "Act") and Item 101(a)(2)(ii) of Regulation S-T promulgated
under the Act, the entire text of the Schedule 13D, except Exhibit
1 to the Schedule 13D, is hereby amended and restated as set forth
below.
Item 1. Securities and Issuer.
This statement relates to the Common Stock, $1.00 par value
per share, (the "Shares") of Pacific Gateway Properties, Inc. (the
"Company"). The principal executive offices of the Company are
located at One Rincon Center, 101 Spear Street, San Francisco, CA
94105.
Item 2. Identity and Background.
The reporting person is Perry Goldberg, partner in the law
firm of Specks & Goldberg, 10 South Wacker Drive, Suite 3600,
Chicago, Illinois 60606. Mr. Goldberg has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors) during the last five (5) years. During the last five
(5) years, Mr. Goldberg has not been a party to any civil
proceeding of a judicial or administrative body of competent
jurisdiction which resulted in his being subject to any 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. Mr. Goldberg is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Goldberg has purchased the Shares being reported herein
out of his personal funds for an aggregate purchase price of
$714,548.05, except for 1,200 Shares being reported herein and
purchased by Mr. Goldberg's wife, Margaret Goldberg, out of her
personal funds for an aggregate purchase price of $19,672.00, and
78,800 Shares being reported herein and purchased by the Specks &
Goldberg Ltd. Profit Sharing Plan and Trust (the "Profit Sharing
Plan"), out of the Profit Sharing Plan's assets for an aggregate
purchase price of $687,745.19.
Item 4. Purpose of Transaction.
The Shares to which this Statement relates have been acquired
by Mr. Goldberg for investment purposes. Mr. Goldberg may,
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CUSIP NO. 694329103 Amendment No. 1 to 13D Page 4 of 7 Pages
nonetheless, seek to influence the direction and management of the
Company in connection with his investment therein.
Mr. Goldberg intends to seek additional information about the
Company by conducting a detailed and continuous review of his
investment therein, and on the basis of such review, market
conditions, and such other factors as he may deem relevant, may
make a determination to increase or decrease his investment in the
Company. Accordingly, Mr. Goldberg expressly reserves the right to
(i) dispose of all or any part of his investment in the Shares by
public or private sale, merger or otherwise, or (ii) acquire
additional Shares, or other securities of the Company, in each
case, at such prices and on such terms as Mr. Goldberg may deem
advisable. In addition, based upon such review, market conditions
and other factors, and in light of the circumstances then existing,
Mr. Goldberg will consider what, if any, changes would be desirable
to be proposed, in the Company's assets, corporate structure,
dividend policy, capitalization, operation, properties, policies,
management and personnel, and whether it would be desirable to
propose any extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Company or any of its
subsidiaries. No plans or proposals have been formulated in this
connection, and accordingly, no final decisions have been reached
with respect to any of the foregoing.
From time to time, Mr. Goldberg has engaged in informational
discussions with the management of the Company, members of the
Board of Directors of the Company, and other shareholders of the
Company pertaining to the management, business, operations, assets,
liabilities, results of operations and prospects of the Company,
during which Mr. Goldberg has repeatedly expressed his
dissatisfaction with one or more of the foregoing. Mr. Goldberg
may continue to engage in such discussions.
Item 5. Interest in Securities of the Issuer.
Mr. Goldberg beneficially owns 249,900 Shares, or
approximately 6.44% of the Company's outstanding shares as of June
30, 1994. The percentages set forth herein are based on 3,878,964
Shares outstanding as of June 30, 1994, as reported by the Company
on Form 10Q. In addition, Mr. Goldberg disclaims beneficial
ownership of 9,400 Shares owned of record by his two adult
daughters, but with respect to which Mr. Goldberg may be deemed to
be the beneficial owner.
Mr. Goldberg has (i) sole voting and sole dispositive power
with respect to 169,900 Shares, and (ii) shared voting power and
shared dispositive power with respect to 80,000 Shares, 78,800
Shares of which are owned of record by the Profit Sharing Plan for
which Mr. Goldberg is a trustee, and 1,200 Shares which are owned
of record by his wife, Margaret Goldberg. In addition, Mr.
Goldberg disclaims beneficial ownership of 9,400 Shares owned by
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CUSIP NO. 694329103 Amendment No. 1 to 13D Page 5 of 7 Pages
his two adult daughters (neither of whom resides with Mr.
Goldberg), but as to which shares Mr. Goldberg may be deemed to
have voting and/or dispositive powers.
The information contained in the table attached hereto as
Exhibit 2 (which itemizes all transactions in the Shares effected
by Mr. Goldberg during the past sixty (60) days) is hereby
incorporated herein by reference.
Mr. Goldberg's wife, Margaret Goldberg, has the right to
receive dividends and sale proceeds in respect of the 1,200 Shares
owned of record in her name. The Profit Sharing Plan has the right
to receive dividends and sale proceeds in respect of the 78,800
Shares for which it is the record owner.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Mr. Goldberg is not a party to any contract, arrangement or
understanding with respect to any securities of the Company.
Item 7. Material to be Filed as Exhibits.
Exhibit 2 Table filed in response to Item 5(c) of Schedule 13D
with respect to transactions in Shares effected by
Mr. Goldberg in the sixty (60) days preceding the
date hereof.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Dated: September 27, 1994
/s/ PERRY GOLDBERG
Perry Goldberg
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CUSIP NO. 694329103 Amendment No. 1 to 13D Page 6 of 7 Pages
EXHIBIT INDEX
Exhibit No. Document Description Page No.
2 Table filed in response to Item 7
5(c) of Schedule 13D with respect
to transactions in Shares effected
by Mr. Goldberg in the sixty (60)
days preceding the date hereof.
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CUSIP NO. 694329103 Amendment No. 1 to 13D Page 7 of 7 Pages
<TABLE>
EXHIBIT 2
TRANSACTIONS IN THE SHARES EFFECTED BY
MR. GOLDBERG IN THE PAST SIXTY DAYS*
<CAPTION>
Number of Shares Price
Purchased or Per Where/How
Trade Date (Sold) Share Effected
<C> <C> <C> <C>
Aug. 5, 1994 Purchased 2,500 $3 3/4 Am. Stock Exchg.
Aug. 17, 1994 Purchased 500 $4 3/8 Am. Stock Exchg.
Sept, 21, 1994 Purchased 8,100 $4 1/4 Am. Stock Exchg.
Total Purchased: 11,100 Shares
* There were no transactions in the Shares in the past sixty
days effected by the Profit Sharing Plan, Mr. Goldberg's wife
or either of Mr. Goldberg's daughters.
</TABLE>
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