SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
March 9, 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).
<PAGE>
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: 208,600
8. Shared Voting Power: 99,500
9. Sole Dispositive Power: 208,600
10. Shared Dispositive Power: 99,500
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
308,100
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
x
13. Percent of Class Represented by Amount in Row (11): 7.9%
14. Type of Reporting Person: IN
<PAGE>
[TEXT] This statement constitutes Amendment No. 2 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. 1 to the Schedule 13D filed on September
28, 1994.
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
98,300 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 $755,457.09.
2. Item 5. Interest in Securities of the Issuer. is hereby
amended and restated as follows:
Mr. Goldberg beneficially owns 308,100 Shares, or
approximately 7.9% of the Company's outstanding shares as of
September 30, 1994. The percentages set forth herein are based
on 3,879,964 Shares outstanding as of September 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 208,600 Shares, and (ii) shared voting power and
shared dispositive power with respect to 99,500 Shares, 98,300
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.
<PAGE>
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 98,300 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.
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: March 15, 1995
/s/ PERRY GOLDBERG
Perry Goldberg
<PAGE>
EXHIBIT INDEX
Exhibit No. Document Description Page No.
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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<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>
March 9, 1995 Purchased 19,500 $ 3.3125 American Stock Exchange
Total Purchased: 19,500 Shares
* This transaction was 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.
</TABLE>
