SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 4
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).
<PAGE>
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 3,256,872
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 76,750
9 SOLE DISPOSITIVE POWER
REPORTING 3,256,872
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,333,622
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
41.66%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
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
<PAGE>
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 34,908
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 34,908
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
34,908
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0.44%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
Page 5 of 11 Pages
To the extent set forth herein, this Amendment No.4 amends and
supplements the statement on Schedule 13D, as amended by amendment nos.
1, 2 and 3 (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.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended to add the following:
For Common Stock purchased since the last amendment of Schedule
13D, the aggregate purchase price of the Common Stock purchased by
Gotham was $10,558 and the aggregate purchase price of the Common Stock
purchased by Karenina Properties was $4,350 and the aggregate purchase
price of the Common Stock purchased by Gotham II was $112. All of the
funds required for these purchases were obtained from the working
capital of Gotham, Karenina Properties and Gotham II, respectively.
<PAGE>
Page 6 of 11 Pages
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended to add the following:
(a) Karenina Properties, Gotham and Gotham II collectively
beneficially own 3,368,530 shares of Common Stock, representing
approximately 42.1% of the outstanding Common Stock as of the date of
this Statement. Gotham directly owns 1,960,558 shares of Common Stock
as of the date of this Statement and through Karenina Properties
indirectly owns 1,296,314 shares of Common Stock, representing an
aggregate of approximately 40.7% of the outstanding Common Stock.
Through a proxy granted by Spencer Waxman, Gotham beneficially owns
another 76,750 shares of Common Stock, representing approximately 0.96%
of the outstanding Common Stock. Karenina Properties directly owns
1,309,680 shares of Common Stock as of the date of this Statement,
representing an aggregate of approximately 16.37% of the outstanding
Common Stock and, through a proxy granted by Mr. Waxman, beneficially
owns another 76,750 shares of outstanding Common Stock, representing
approximately 0.96% of the outstanding Common Stock. Gotham II
directly owns 21,542 shares of Common Stock as of the date of this
Statement and through Karenina Properties indirectly owns 13,366 shares
of Common Stock, aggregating 34,908 shares, representing an aggregate
of approximately 0.44% of the outstanding Common Stock. 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.
<PAGE>
Page 7 of 11 Pages
(c) The tables below set forth information with respect to all
purchases and sales of Common Stock by Gotham, Karenina Properties and
Gotham II since October 8, 1997, the date of the filing of amendment
no. 3 to the Statement. Except for the transactions dated October 30,
1997 and November 7, 1997, which took place in the over-the-counter
market, all of the purchases and sales listed below were the result of
private transactions. In the case of Karenina Properties, the
transactions were negotiated purchases.
Gotham
Shares of Common Stock
Date Purchased/(Sold) Price ($) per Share
10/30/97 3,958 1.06
10/30/97 395 1.00
11/03/97 395 1.00
11/06/97 792 1.00
11/07/97 1,979 1.04
11/07/97 990 1.00
11/18/97 1,732 1.00
11/21/97 (75,967) 0.00
Karenina Properties
10/30/97 400 1.00
11/03/97 400 1.00
11/06/97 800 1.00
11/07/97 1,000 1.00
11/18/97 1,750 1.00
11/21/97 (76,750) 0.00
Gotham II
10/30/97 42 1.06
10/30/97 5 1.00
11/03/97 5 1.00
11/06/97 8 1.00
11/07/97 21 1.04
11/07/97 10 1.00
11/18/97 18 1.00
11/21/97 (783) 0.00
Page 8 of 11 Pages
(d) and (e). Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item 6 is hereby amended to add the following:
As previously set forth in the Statement, the Reporting Persons had
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 had
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 applied only to private
share purchases by the Reporting Persons or Mr. Waxman, and they were
to 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. By agreement dated November 21, 1997, among other things, the
Reporting Persons and Mr. Waxman terminated their respective options;
the Reporting Persons paid Mr. Waxman the sum of $800,000.00; the
Reporting Persons transferred to Mr. Waxman 76,750 shares of Common
Stock; the Reporting Persons have agreed, upon their becoming
registered owners of the WFP shares, to transfer to Mr. Waxman six
percent(6%) of the WFP shares minus 8,826 shares, or if the Reporting
Persons accept cash in settlement of the litigation with WFP, six
percent (6%) of cash proceeds of the ligitation minus 0.06% of the
Reporting Persons' costs therein; Mr. Waxman has given the Reporting
Persons a proxy with regard to all of his shares of Landmark and will
give the Reporting Persons a similar proxy for any shares of WFP which
are ultimately transferred to Mr. Waxman, which proxies shall remain in
effect for so long as he owns any such shares; and Mr. Waxman has given
the Reporting Persons a right of first offer to purchase his shares of
Common Stock in the event that he wishes to sell any or all of them.
Item 7. Material to be Filed as Exhibits
The following exhibit is being filed with this Schedule:
Exhibit 1 A written agreement relating to filing joint filing
statements as required by Rule 13d-1(f)(1) promulgated under Securities
Exchange Act of 1934, as amended (the "1934 Act").
Exhibit 2 A written agreement dated November 24, 1997 among Gotham,
Gotham II and Karenina relating to filing joint filing statements as
required by Rule 13d-1(f)(1) promulgated under the 1934 Act.
<PAGE>
Page 9 of 11 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.
November 25, 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
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: DPB Corporation,
a general partner of Section H Partners, L.P.
By: /s/ David P. Berkowitz
David P. Berkowitz
President
<PAGE>
Page 10 of 11 Pages
Exhibit
Number Exhibit Index
Exhibit 1 A written agreement relating to filing joint filing
statements as required by Rule 13d-1(f)(1) promulgated
under Securities Exchange Act of 1934, as amended (the
"1934 Act").
Exhibit 2 A written agreement dated November 24, 1997 among Gotham,
Gotham II and Karenina relating to filing joint filing
statements as required by Rule 13d-1(f)(1) promulgated
under the 1934 Act.
Page 11 of 11 Pages
EXHIBIT 2
AGREEMENT OF JOINT FILING
In accordance with Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agree to the joint
filing with all other Reporting Persons (as such term is defined in the
Schedule 13D referred to below) of a Statement on Schedule 13D or any
amendments thereto, with respect to the Common Stock, $.50 par value,
of Landmark Land Company, Inc. and that this Agreement be included as
an Exhibit to such filing.
This Agreement may be executed in any number of counterparts each
of which shall be deemed to be an original and all of which together
shall be deemed to constitute one and the same Agreement.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement
on the 24th day of November, 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
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: DPB Corporation,
a general partner of Section H Partners, L.P.
By: /s/ David P. Berkowitz
David P. Berkowitz
President
