SCHEDULE 13D
(Amendment No. 7)
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)
Morris Orens, 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 13, 1998
(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 12 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 1,976,686
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 1,500,140
9 SOLE DISPOSITIVE POWER
REPORTING 1,976,686
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,313,680
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,476,826
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
42.63 %
14 TYPE OF REPORTING PERSON*
PN
<PAGE
SCHEDULE 13D
CUSIP No. 515062107 Page 3 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Karenina Properties, LLC
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 1,313,680
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 186,460
9 SOLE DISPOSITIVE POWER
REPORTING 1,313,680
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,500,140
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
18.40%
14 TYPE OF REPORTING PERSON*
OO
<PAGE>
SCHEDULE 13D
CUSIP No. 515062107 Page 4 of 12 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 20,475
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 1,500,140
9 SOLE DISPOSITIVE POWER
REPORTING 20,475
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,500,140
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,520,615
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
18.65%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 515062107 Page 5 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham Partners III, 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 34,475
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
9 SOLE DISPOSITIVE POWER
REPORTING 34,475
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
34,475
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
.42%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 515062107 Page 6 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham International Advisors, L.L.C.
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
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,200
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
9 SOLE DISPOSITIVE POWER
REPORTING 2,200
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
.03%
14 TYPE OF REPORTING PERSON*
OO;IA
<PAGE
Page 7 of 12 Pages
To the extent set forth herein, this Amendment No. 7 amends and supplements the
statement on Schedule 13D, as amended by amendment nos. 1, 2, 3, 4, 5 and 6
(the "Statement"), filed by the Gotham Partners, L.P. ("Gotham"), Karenina
Properties, LLC ("Karenina Properties") and Gotham Partners II, L.P. ("Gotham
II" and collectively with Gotham, the "Funds"), relating to the Common Stock,
$0.50 par value ("Common Stock" or "Shares"), 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 2. Identity and Background
Item 2 is hereby amended as follows:
This Statement is being filed by Gotham Partners, L.P., a New York
limited partnership ("Gotham"), with respect to shares of Common Stock
owned by it, Gotham Partners II, L.P., a New York limited partnership
("Gotham II"), with respect to shares of Common Stock owned by it,
Karenina Properties, LLC a New York limited liability company (the
"Karenina Properties"), wholly-owned by Gotham and Gotham II, Gotham
Partners III, L.P., a New York limited partnership ("Gotham III"), with
respect to shares of Common Stock owned by it, and Gotham International
Advisors, L.L.C., a Delaware limited liability company ("Gotham
Advisors") with respect to shares of Common Stock owned by Gotham
Partners International, Ltd. ("Gotham International"), a Cayman
exempted company. Gotham, Gotham II, Karenina Properties, Gotham III
and Gotham Advisors are together the "Reporting Persons."
Effective July 1, 1998, Gotham converted to a Section 3(c)(7) exempt
entity from a Section 3(c)(1) exempt entity under the Investment
Company Act of 1940, as recently amended (the "Act"). Gotham III was
created in connection with Gotham's conversion in order to provide an
investment entity for those limited partners of Gotham who did not meet
the definition of a "qualified purchaser" set forth in Section 2(a)(51)
of the Act. Only "qualified purchasers" may invest in Section 3(c)(7)
exempt entities. Gotham distributed approximately 1.09% of its assets
and liabilities to withdrawing limited partners, who contributed such
assets and liabilities to Gotham III in return for limited partnership
interests therein.
Each of Gotham, Gotham II, Karenina Properties and Gotham III was
formed to engage in the buying and selling of securities for investment
for its own account. Gotham Advisors was formed for the purpose of
providing a full range of investment advisory services, including
acting as the investment manager of one or more investment funds or
other similar entities, including Gotham International.
<PAGE>
Page 8 of 12 Pages
Section H Partners, L.P., a New York limited partnership ("Section H"),
is the sole general partner of Gotham, Gotham II and Gotham III.
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. Pursuant to an investment management
agreement (the "Investment Management Agreement"), Gotham Advisors has
the power to vote and dispose of the shares of Common Stock held for
the account of Gotham International and, accordingly, may be deemed the
"beneficial owner" of such shares. Messrs. Ackman and Berkowitz are
the Senior Managing Members of Gotham Advisors.
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 (i) Karenina and DPB, respectively, and through such
entities the affairs of Section H, Gotham, Gotham II and Gotham III,
and (ii) Gotham Advisors, and through such entity the affairs of Gotham
International. The business address of each of Gotham, Gotham II,
Karenina Properties, Gotham III, Gotham Advisors, Section H, Karenina,
DPB and Messrs. Ackman and Berkowitz is 110 East 42nd Street, 18th
floor, New York, New York 10017. The business address of Gotham
International is c/o Goldman Sachs (Cayman) Trust, Limited, Harbour
Centre, 2nd floor, P.O. Box 896, George Town, Grand Cayman, Cayman
Islands, British West Indies.
During the last five years, none of Gotham, Gotham II, Karenina
Properties, Gotham III, Gotham Advisors, Gotham International, 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.
Any disclosures herein with respect to persons other than the Reporting
Persons are made on information and belief after appropriate inquiry.
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended by adding the following:
The aggregate purchase price of the Common Stock purchased by Gotham
International and reported in this Amendment No. 7 was $14,138. All of the
funds required for these purchases were obtained from the general funds of
Gotham International.
Item 5. Interest in Securities of the Issuer.
Page 9 of 12 Pages
Item 5 is hereby amended to give effect to transactions in Item 2.
Gotham, Karenina Properties, Gotham II, Gotham III and Gotham International
collectively beneficially own 3,533,976 Shares of Common Stock, representing
approximately 43.3% of the outstanding Common Stock as of the date of this
Statement. Gotham beneficially owns an aggregate of 3,476,826 or 42.63% of the
outstanding Shares, of which (i) 1,976,686 Shares are directly owned by Gotham,
(ii) 1,313,680 Shares are indirectly owned by Gotham through Karenina
Properties, and (iii) 186,460 Shares are subject to a proxy granted to Gotham
and Karenina Properties by Spencer Waxman. Karenina Properties beneficially
owns an aggregate of 1,500,140 or 18.40% of the outstanding Shares, of which
(i) 1,313,680 Shares are directly owned by Karenina Properties, and (ii)
186,460 Shares are subject to a proxy granted to Gotham and Karenina Properties
by Spencer Waxman. Gotham II beneficially owns an aggregate of 1,520,615 or
18.65% of the outstanding Shares, of which (i) 20,475 Shares are directly owned
by Gotham II,(ii) 1,313,680 Shares are indirectly owned by Gotham II through
Karenina Properties, and (iii) 186,460 Shares are subject to a proxy granted to
Gotham and Karenina Properties by Spencer Waxman. Gotham III beneficially owns
an aggregate of 34,475 or .42% of the outstanding Shares. Gotham International
beneficially owns an aggregate of 2,200 or .03% of the outstanding Shares. The
percentages in this paragraph are calculated based upon 8,001,170 outstanding
shares of Common Stock of the Company as reported in the Company's Form 10Q
dated September 30, 1991 and one-half of the warrants that are immediately
exercisable pursuant to Item. 6. None of Gotham Advisors, Section H,
Karenina, DPB, Mr. Ackman or Mr. Berkowitz beneficially own any Common Stock
(other than the Common Stock beneficially owned by Gotham, Karenina
Properties, Gotham II, Gotham III and Gotham International).
(b) Each of Gotham, Karenina Properties, Gotham II and Gotham III
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 186,460 shares of Common Stock as to
which Mr. Waxman gave them proxy, and Gotham II indirectly shares
voting powers of said shares through its ownership of Karenina
Properties. Each of Gotham and Gotham II shares the power to vote and
dispose of the shares of Common Stock owned by Karenina Properties.
Pursuant to the Investment Management Agreement, Gotham Advisors
currently has the power to vote and to dispose of all of the Common
Stock beneficially owned by Gotham International.
<PAGE
Page 10 of 12 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Item 6 is hereby amended by adding the following:
On August 12, 1998, the Company and Gotham Partners, L.P.
("Gotham") entered into an agreement under which, among other things,
(a) Gotham has committed that it and its affiliates ("Lenders") will
lend the Company up to $2 million ("First Loan") to be used by the
Company solely to fund ongoing expenses related to the prosecution of
the lawsuit by the Company against the United States, identified as
Docket No. 95-502C, pending in the U.S. Court of Federal Claims
("Lawsuit"); (b) Lenders have committed to lend the Company up to
another $200,000 to be used to bring the Company into compliance with
laws, rules and regulations applicable to the Company, the expenditure
of which will be agreed upon jointly by the Company and Lenders
("Second Loan," collectively with the First Loan, "Loans"); (c) the
Loans shall each bear interest at 18% per annum, compounded annually;
(d) the Loans shall be due on demand after final resolution of the
Lawsuit, and the Second Loan shall be due no later than five years from
its making and shall be repaid from the proceeds of any other
borrowings by the Company; and (e) in consideration of the First Loan,
the Lenders shall receive warrants to purchase up to 307,692 shares of
Common Stock of the Company, of which one-half are immediately
exercisable at $6.50 per share and the balance shall be exercisable at
the rate of one share for each $6.50 drawn down under the First Loan
above $1 million. On or about August 4, 1998, the Company's Board of
Directors adopted a resolution, among other things, authorizing the
Company's officers to complete the negotiation of, and to execute and
perform, the agreement with Gotham.
<PAGE>
Page 11 of 12 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.
August 13, 1998
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
GOTHAM PARTNERS III, 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 INTERNATIONAL ADVISORS, L.L.C.
By: /s/ William A. Ackman
William A. Ackman
Senior Managing Member
Page 12 of 12 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: August 13, 1998
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
GOTHAM PARTNERS III, 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 INTERNATIONAL ADVISORS, L.L.C.
By: /s/ William A. Ackman
William A. Ackman
Senior Managing Member
