SCHEDULE 13D
Under the Securities Exchange Act of 1934
Landmark Land Company, Inc.
(Name of Issuer)
Common Stock, $0.50 par value
(Title of class of securities)
515062107
(CUSIP Number)
Stuart D. Freedman, Esq.
Schulte Roth & Zabel LLP
900 Third Avenue
New York, New York 10022
(212) 756-2000
(Name, address and telephone number of person authorized to
receive notices and communications)
July 7, 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>
SCHEDULE 13D
CUSIP No. 515062107 Page 2 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham Partners, L.P.
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 1,954,126
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 1,954,126
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,954,126
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
24.42%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 515062107 Page 3 of 8
Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham Partners II, L.P.
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 21,474
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 21,474
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
21,474
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0.27%
14 TYPE OF REPORTING PERSON*
PN
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Page 4 of 8
Pages
Item 1. Security and Issuer
This statement on Schedule 13D (the "Statement") relates to the
Common Stock, $0.50 par value ("Common Stock"), of Landmark Land
Company, Inc., a Delaware corporation (the "Company"). To the best of
the Reporting Persons' knowledge, the principal executive offices of
the Company are located at 100 Clock Tower Place, Suite 200, Carmel,
California, 93923.
Item 2. Identity and Background
This Statement is being filed by Gotham Partners, L.P., a New York
limited partnership ("Gotham"), and Gotham Partners II, L.P., a New
York
limited partnership ("Gotham II", and together with Gotham, the
"Reporting Persons"). Each of Gotham and Gotham II was formed to
engage in the buying and selling of securities for investment for its
own account.
Section H Partners, L.P., a New York limited partnership ("Section
H"), is the sole general partner of Gotham and Gotham II. Karenina
Corp., a New York corporation ("Karenina"), and DPB Corp., a New York
corporation ("DPB"), are the sole general partners of Section H.
Karenina is wholly owned by Mr. William A. Ackman. DPB is wholly owned
by Mr. David P. Berkowitz. Messrs. Ackman and Berkowitz are citizens
of the United States of America, and the principal occupation of each
of them is managing the affairs of Karenina and DPB, respectively, and
through such entities the affairs of Section H, Gotham and Gotham II.
The business address of each of Gotham, Gotham II, Section H, Karenina,
DPB and Messrs. Ackman and Berkowitz is 110 East 42nd Street, 18th
Floor, New York, New York 10017.
During the last five years, none of Gotham, Gotham II, Section H,
Karenina, DPB, Mr. Ackman or Mr. Berkowitz (i) has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a 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.
Item 3. Source and Amount of Funds or Other Consideration
The aggregate purchase price of the Common Stock purchased by
Gotham was $97,706.30 and the aggregate purchase price of the Common
Stock purchased by Gotham II was $1073.70. All of the funds required
for these purchases were obtained from the general funds of Gotham and
Gotham II, respectively.
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Page 5 of 8
Pages
Item 4. Purpose of the Transaction
The Reporting Persons acquired the Common Stock as a speculative
Investment. The Reporting Persons note that although the Company is
registered under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), the Company has not filed any periodic or other
reports with the Securities and Exchange Commission since its Form 10-Q
for the quarter ended September 30, 1991, but other information
concerning the Company is publicly available. The Reporting Persons
pursue an investment objective that seeks capital appreciation. In
pursuing this investment objective, the Reporting Persons intend, to
the extent that the information is available, to continuously evaluate
the Company and its prospects, as well as general economic, financial
and industry conditions, the securities markets, legal developments,
other developments and other investment opportunities. The Reporting
Persons note that the Common Stock does not trade in any established
market, and no quotations for such shares of Common Stock are
available. Subject to the foregoing factors and the availability (if
any) of Common Stock and the price at which such Common Stock is
available, the Reporting Persons currently intend to purchase
additional shares of Common Stock. The Common Stock may be currently
eligible, or as a result of purchases of Common Stock by the Reporting
Persons or others become eligible, for deregistration under the
Exchange Act, although to do so the Company must either be current on
its periodic reporting requirements under the Exchange Act or obtain a
waiver from the Securities and Exchange Commission.
Except as set forth above, none of the Reporting Persons has any
plans or proposals which would relate to or result in any of the
matters set forth in items (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) Gotham owns 1,954,126 shares of Common Stock as of the date of
this Statement, representing an aggregate of approximately 24.42% of
the outstanding Common Stock of the Company. Gotham II owns 21,474
shares of Common Stock as of the date of this Statement, representing
an aggregate of approximately .27% of the outstanding Common Stock of
the Company. The percentages in this paragraph are calculated based
upon 8,001,170 outstanding shares of Common Stock of the Company, as of
February 11, 1991, as reported in the Company's Information Statement
of Form 10 dated March 15, 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 and Gotham II has sole power to vote and to
dispose of all of the Common Stock beneficially owned by it.
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Page 6 of 8
Pages
(c) The tables below set forth information with respect to all
purchases and sales of Common Stock by Gotham and Gotham II since May
16, 1997. In each case, the transaction was a negotiated purchase.
Gotham
Shares of Common Stock
Date Purchased Price per Share
07/07/97 1,954,126 .05
Gotham II
Shares of Common Stock
Date Purchased Price per Share
07/07/97 21,474 .05
Except as described above, none of Gotham, Gotham II, Section H,
Karenina, DPB, Mr. Ackman or Mr. Berkowitz has effected any
transactions in the securities of the Company during the past sixty
days.
(d) and (e). Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
None of Gotham, Gotham II, Section H, Karenina, DPB, Mr. Ackman or
Mr. Berkowitz is a party to any contract, arrangement, understanding or
relationship with respect to any securities of the Company, including
but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option agreements, puts or
calls, guarantees of profits, divisions of profit or losses or the
giving or withholding of proxies, except as follows: The Reporting
Persons have an agreement for the purchase from World Financial
Properties, L.P., as successor to Olympia & York Realty Corp. of the
shares of Common Stock which are the subject of this filing. The
Reporting Persons have also granted an option to Mr. Spencer Waxman to
purchase one-third of any Company shares purchased by the Reporting
Persons, at the same price per share paid or incurred by the Reporting
Persons, and Mr. Waxman has granted an option to the Reporting Persons
to purchase two-thirds of any Company shares purchased by Mr. Waxman at
the same price per share paid or incurred by Mr. Waxman. These options
apply only to private share purchases by the Reporting Persons or Mr.
Waxman, and they expire upon the later of the delivery of stock
certificates of the purchase of shares which are the subject of this
13D or September 1, 1997.
Item 7. Material to be Filed as Exhibits
The following exhibit is being filed with this Schedule:
Exhibit 1 A written agreement relating to the filing of joint
acquisition statements as required by Rule 13d-1(f)(1) promulgated
under the Securities Exchange Act of 1934, as amended.
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Page 7 of 8
Pages
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.
July 17, 1997
GOTHAM PARTNERS, L.P.
By: Section H Partners, L.P.
its general partner
By: DPB Corporation,
a general partner of Section H Partners, L.P.
By: /s/ David P. Berkowitz
David P. Berkowitz
President
GOTHAM PARTNERS II, L.P.
By: Section H Partners, L.P.
its general partner
By: DPB Corporation,
a general partner of Section H Partners, L.P.
By: /s/ David P. Berkowitz
David P. Berkowitz
President
Page 8 of 8
Pages
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(f)1
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D, as amended, is filed on behalf of each of the undersigned
and that all subsequent amendments to this statement on Schedule 13D,
as amended, shall be filed on behalf of each of the undersigned without
the necessity of filing additional joint acquisition statements. The
undersigned acknowledge that each shall be responsible for the timely
filing of such amendments, and for the completeness and accuracy of the
information concerning him or it contained therein, but shall not be
responsible for the completeness and accuracy of the information
concerning the other, except to the extent that he or it knows or has
reason to believe that such information is inaccurate.
DATED: July 15, 1997
GOTHAM PARTNERS, L.P.
By: Section H Partners, L.P.
its general partner
By: DPB Corporation,
a general partner of Section H Partners, L.P.
By: /s/ David P. Berkowitz
David P. Berkowitz
President
GOTHAM PARTNERS II, L.P.
By: Section H Partners, L.P.
its general partner
By: DPB Corporation,
a general partner of Section H Partners, L.P.
By: /s/ David P. Berkowitz
David P. Berkowitz
President
