SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 5
Landmark Land Company, Inc.
(Name of Issuer)
Common Stock, $0.50 par value
(Title of class of securities)
515062107
(CUSIP Number)
David S. Klafter, Esq.
Karenina Properties LLC
Gotham Partners, L.P. and Gotham Partners II, L.P.
110 East 42nd Street, 18th fl.
New York, New York 10017
(212) 286-0300
(Name, address and telephone number of person authorized to
receive notices and communications)
November 21, 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).
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SCHEDULE 13D
CUSIP No. 515062107 Page 2 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham Partners, L.P. EIN 13-3700768
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
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 1,960,558
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 1,386,430
9 SOLE DISPOSITIVE POWER
REPORTING 1,960,558
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,309,680
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,346,988
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
41.83%
14 TYPE OF REPORTING PERSON*
PN
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SCHEDULE 13D
CUSIP No. 515062107 Page 3 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Karenina Properties, LLC EIN 13-3965725
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
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 1,309,680
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 76,750
9 SOLE DISPOSITIVE POWER
REPORTING 1,309,680
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,386,430
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
17.33%
14 TYPE OF REPORTING PERSON*
OO
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SCHEDULE 13D
CUSIP No. 515062107 Page 4 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham Partners II, L.P. EIN 13-3863925
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
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 21,542
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 1,386,430
9 SOLE DISPOSITIVE POWER
REPORTING 21,542
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,309,680
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,407,972
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
17.6%
14 TYPE OF REPORTING PERSON*
PN
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Page 5 of 11 Pages
To the extent set forth herein, this Amendment No.5 amends and
supplements the statement on Schedule 13D, as amended by amendment nos.
1, 2, 3 and 4 (the "Statement"), filed by Gotham Partners, L.P., Karenina
Properties, LLC ("Karenina Properties") and Gotham Partners II, L.P.
(collectively referred to herein as the "Reporting Persons") relating
to the Common Stock, $0.50 par value ("Common Stock"), of Landmark Land
Company, Inc., a Delaware corporation (the "Company"). Capitalized
terms used herein and not defined herein shall have the meanings given
to them in the Statement.
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Page 6 of 11 Pages
Item 5. Interest in Securities of the Issuer
Item 5(a) is hereby amended to add the following:
(a) As of the date of Amendment No. 4 to this Statement, Karenina
Properties, Gotham and Gotham II collectively beneficially owned 3,368,530
shares of Common Stock, representing approximately 42.1% of the outstanding
shares of Common Stock. As of the date of Amendment No. 4 to this Statement,
Gotham beneficially owned an aggregate of 3,346,998 or 41.83% of the
outstanding shares of Common Stock, of which (i) 1,960,558 shares were
directly owned by Gotham, (ii) 1,309,680 shares were indirectly owned by
Gotham through Karenina Propeties, and (iii) 76,750 shares were subject to a
proxy granted to Gotham and Karenina Properties by Spencer Waxman. As of the
date of Amendment No. 4 to this Statement, Karenina Properties beneficially
owned an aggregate of 1,386,430 shares of Common Stock, representing
approximately 17.3% of the outstanding shares of Common Stock, of which
(i) 1,309,680 were directly owned by Karenina Properties and
(ii) 76,750 shares were subject to a proxy granted to Gotham and
Karenina Properties by Mr. Waxman. As of the date of Amendment No. 4 to this
Statement, Gotham II beneficially owned an aggregate of 1,407,972 or 17.6% of
the outstanding shares of Common Stock, of which (i) 21,542 shares were
directly owned by Gotham II, (ii) 1,309,680 were indirectly owned by
Gotham II through its ownership of Karenina Properties, and
(iii) 76,750 share were subject to a proxy granted to Gotham and Karenina
Properties, as to the latter of which Gotham II shares ownership. The
percentages in this paragraph are calculated based upon 8,001,170 outstanding
shares of Common Stock of the Company, as of September 30, 1991, as reported
in the Company's Form 10Q dated of September 30, 1991. None of Section H,
Karenina, DPB, Mr. Ackman or Mr. Berkowitz beneficially own any Common Stock
(other than the Common Stock beneficially owned by Gotham and Gotham II).
(b) Each of Gotham, Gotham II and Karenina Properties has sole
power to vote and to dispose of all of the Common Stock directly owned
by it. Each of Gotham and Karenina Properties has shared voting powers
with respect to the 76,750 shares of Common Stock as to which Mr.
Waxman gave them a proxy, and Gotham II indirectly shares voting powers of said
shares through its ownership of Karenina Properties. Each of Gotham, Gotham II
and Karenina Properties shares the power to vote and dispose of the shares of
Common Stock owned by Karenina Properties.
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After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
December 9, 1997
GOTHAM PARTNERS, L.P.
By: Section H Partners, L.P.
its general partner
By: Karenina Corporation,
a general partner of Section H Partners, L.P.
By: /s/ William A. Ackman
William A. Ackman
President
KARENINA PROPERTIES, LLC
By: /s/ William A. Ackman
William A. Ackman
Manager
GOTHAM PARTNERS II, L.P.
By: Section H Partners, L.P.
its general partner
By: Karenina Corporation,
a general partner of Section H Partners, L.P.
By: /s/ William A. Ackman
William A. Ackman
President
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