SCHEDULE 13D
(Amendment No. 6)
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)
February 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 7
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 1,857,315
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 1,500,140
9 SOLE DISPOSITIVE POWER
REPORTING 1,857,315
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,313,680
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,357,455
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
41.96%
14 TYPE OF REPORTING PERSON*
PN
<PAGE
SCHEDULE 13D
CUSIP No. 515062107 Page 3 of 7 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)
18.75%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 515062107 Page 4 of 7 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)
19.00%
14 TYPE OF REPORTING PERSON*
PN
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Page 5 of 7 Pages
To the extent set forth herein, this Amendment No. 6 amends and supplements the
statement on Schedule 13D, as amended by amendment nos. 1, 2, 3, 4, and 5 (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"). Gotham, Karenina
Properties and Gotham II are referred to herein as the "Reporting Persons".
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 by adding the following:
Pursuant to the Agreement (as defined in Item 6 below), the Funds
finalized their purchase of 1,975,600 shares of Common Stock (the "WFP
Shares") from World Financial Properties, L.P. ("WFP") for the sum of
$296,340. All of the funds required for these purchases as well as the
purchases referenced in Item 5(c) below were obtained from the working capital
of Gotham, Karenina Properties and Gotham II, respectively.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended by adding the following:
The WFP Shares were included in the number of Shares previously reported
in the Statement as beneficially owned by the Funds based on the Funds' belief
that the agreement forming the basis of the litigation described in Item 6
below was an enforceable agreement for the purchase of the WFP Shares by the
Funds. The number of Shares reported as beneficially owned by the Reporting
Persons included in this Amendment reflect the transfer of 109,710 shares of
the WFP Shares to Spencer Waxman pursuant to an agreement among Mr. Waxman,
Gotham and Gotham II, as well as purchases since the last amendment to this
Statement. Gotham, Karenina Properties and Gotham II collectively beneficially
own 3,377,930 Shares of Common Stock, representing approximately 42.2% of the
outstanding Common Stock as of the date of this Statement. Gotham beneficially
owns an aggregate of 3,357,455 or 41.96% of the outstanding Shares, of which
(i) 1,857,315 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 18.75% 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 19.00% 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. 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. 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, Karenina Properties
and Gotham II).
(b) Each of Gotham, Karenina Properties and Gotham II 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.
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Page 6 of 7 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 during the last sixty days. Each of the transactions
referenced below was effected on the open-market other than those
transfers which are marked by an asterisk which reflect privately
negotiated transactions.
Shares of Common Stock
Date Purchased/(Sold) Price per Share
Gotham
12/18/97 200* 1.000
01/13/98 3,800* 1.000
01/30/98 1,982 2.125
02/13/98 1,954,126* .150
02/13/98 (108,590)* .000
Karenina Properties
12/18/97 200* 1.000
01/13/98 3,800* 1.000
Gotham II
12/18/97 200* 1.000
01/13/98 3,800* 1.000
01/30/98 18 2.125
02/13/98 21,474* .150
02/13/98 (1,120)* .000
Except as described above, none of the Reporting Persons 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.
Item 6 is hereby amended by adding the following:
As previously disclosed in the Statement, on or about August 20, 1997,
Gotham commenced an action against WFP in the Supreme Court of the State of New
York, County of New York, seeking specific performance of WFP's obligations
under a contract between the parties providing for the sale of WFP Shares to
Gotham at an agreed upon price, and for related relief. On February 13, 1998,
Gotham, Gotham II, and WFP entered into an agreement (the "Agreement"),
pursuant to which the parties agreed, among other things, to the settlement of
the above-referenced legal action, and the purchase of the WFP Shares by the
Funds from WFP for the sum of $296,340. Pursuant to an agreement previously
described in this Statement, 109,710 Shares of the WFP Shares have been
transferred to Spencer Waxman who has given a proxy for those shares to Gotham
and Karenina Properties.
<PAGE>
Page 7 of 7 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.
February 19, 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
