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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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)
April 3,1997
(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 of 6 Pages
Exhibit Index on Page 5
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CUSIP NO. 694329103 Amendment No. 4 to 13D Page 2 of 6 Pages
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 7. Sole Voting Power: 115,300
Shares
Beneficially 8. Shared Voting Power: 400
Owned By
Each
Reporting 9. Sole Dispositive Power: 115,300
Person
With 10. Shared Dispositive Power: 400
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
115,700
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
13. Percent of Class Represented by Amount in Row (11): 3.0%
14. Type of Reporting Person: IN
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CUSIP NO. 694329103 Amendment No. 4 to 13D Page 3 of 6 Pages
This statement constitutes Amendment No. 4 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. 3
to the Schedule 13D filed on June 1, 1995.
1. Item 5. Interest in Securities of the Issuer. is hereby
amended and restated as follows:
Mr. Goldberg beneficially owns 115,700 Shares, or
approximately 3.0% of the Company's outstanding shares as of
April 3, 1997. The percentages set forth herein are based on
3,892,596 Shares outstanding as of March 18, 1997, as reported by
the Company on Form 10K.
Mr. Goldberg has (i) sole voting and sole dispositive power
with respect to 115,300 Shares, and (ii) shared voting power and
shared dispositive power with respect to 400 Shares which are
owned of record by his wife, Margaret Goldberg.
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 400 Shares
owned of record in her name.
2. 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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CUSIP NO. 694329103 Amendment No. 4 to 13D Page 4 of 6 Pages
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: April 8, 1997
/s/ PERRY GOLDBERG
Perry Goldberg
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EXHIBIT INDEX
Exhibit No. Document Description Page 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
<TABLE>
<CAPTION>
TRANSACTIONS IN THE SHARES EFFECTED BY
MR. GOLDBERG IN THE PAST SIXTY DAYS*
Number of Shares Price
Purchased or Per Where/How
Trade Date (Sold) Share Effected
<S> <C> <C> <C>
February 11, 1977 Sold 25,000 $ 4.250 American Stock Exchange
April 3, 1977 Sold 74,400 $ 5.000 American Stock Exchange
April 3, 1997 1 Sold 800 $ 5.000 American Stock Exchange
April 3, 1997 2 Sold 165,000 $ 5.000 American Stock Exchange
</TABLE>
1 This transaction was effected by Mrs. Goldberg.
2 This transaction was effected by the Specks & Goldberg Ltd. Profit
Sharing Plan and Trust.
