SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Landmark Land Company, Inc.
(Name of Issuer)
Common Stock, $0.50 par value
(Title of class of securities)
515062107
(CUSIP Number)
Martin Nussbaum, Esq.
Shereff, Friedman, Hoffman & Goodman LLP
919 Third Avenue
New York, New York 10022
(212) 758-9500
(Name, address and telephone number of person authorized to
receive notices and communications)
August 29, 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 3
To the extent set forth herein, this Amendment No. 1 amends and
supplements the statement on Schedule 13D (the "Schedule 13D") filed
by Gotham Partners, L.P. and Gotham Partners II, L.P. (collectively
referred to herein as the "Reporting Persons") relating to shares of
Common Stock, $0.50 par value, of Landmark Land Company, Inc. (the
"Company").
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 and will consider all means available
for purchasing shares, including private transactions or a tender for
shares owned by members of the public. 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
As a result of a contract described below, Gotham owns 1,954,126
shares of Common Stock, representing an aggregate of approximately
24.42% of the outstanding Common Stock of the Company, and 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). Gotham entered into a contract with World Financial
Properties, L.P., as successor to Olympia & York Realty Corp., to
purchase a total of 1,975,600 shares of Common Stock of the Company.
On or about August 20, 1997, World Financial Properties, L.P. informed
Gotham that it refused to consummate its contract to sell shares of the
Company to Gotham. By complaint dated August 29, 1997, Gotham
commenced an action against World Financial Properties, L.P. in the
Supreme Court of the State of New York, County of New York, seeking to
enforce the contract.
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PAGE 3 of 3
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.
August 29, 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
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
