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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
May 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 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 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).
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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 7. Sole Voting Power: 208,600
Beneficially
Owned By 8. Shared Voting Power: 145,300
Each
Reporting 9. Sole Dispositive Power: 208,600
Person
With 10. Shared Dispositive Power: 145,300
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
353,900
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
x
13. Percent of Class Represented by Amount in Row (11): 9.1%
14. Type of Reporting Person: IN
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This statement constitutes Amendment No. 3 to the Statement on Schedule 13D
filed with the Securities and Exchange Commission on October 27, 1993, as
amended to date (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. Capitalized terms used
herein and not defined herein shall have the meaning ascribed thereto in the
Schedule 13D. Unless otherwise provided herein, there are no material changes
to the information set forth in Amendment No. 2 to the Schedule 13D filed on
May 23, 1995.
1. Item 3. Source and Amount of Funds or Other Consideration. is hereby
amended and restated as follows:
Mr. Goldberg has purchased the Shares being reported herein out of his
personal funds for an aggregate purchase price of $858,245.96, 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 144,100 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 $915,753.00.
2. Item 5. Interest in Securities of the Issuer. is hereby amended and
restated as follows:
Mr. Goldberg beneficially owns 353,900 Shares, or approximately 9.1% of the
Company's outstanding shares as of March 31, 1995. The percentages set forth
herein are based on 3,892,596 Shares outstanding as of March 31, 1995, 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
208,600 Shares, and (ii) shared voting power and shared dispositive power with
respect to 145,300 Shares, 144,100 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 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 144,100 Shares for which it is the record owner.
3. Item 7. Material to be Filed as Exhibits. is hereby amended by adding
thereto the following:
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.
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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: May 30, 1995
/s/ PERRY GOLDBERG
Perry Goldberg
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EXHIBIT INDEX
Exhibit Document Description Page
No. No.
2 Table filed in response to Item 5(c) 6
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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EXHIBIT 2
TRANSACTIONS IN THE SHARES EFFECTED BY
MR. GOLDBERG IN THE PAST SIXTY DAYS*
<TABLE>
<CAPTION>
Number of Shares Price
Purchased or Per Where/How
Trade Date (Sold) Share Effected
<S> <C> <C> <C>
May 9, 1995 Purchased 25,000 $ 3.50 American Stock Exchange
May 23, 1995 Purchased 9,000 $ 3.375 American Stock Exchange
May 23, 1995 Purchased 11,800 $ 3.375 American Stock Exchange
Total Purchased: 45,800 Shares
</TABLE>
* These transactions were effected by the Profit Sharing Plan. There were no
transactions in the Shares in the past sixty days effected by Mr. Goldberg,
Mr. Goldberg's wife or either of Mr. Goldberg's daughters.
