SCHEDULE 13D
(Amendment No. 8)
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)
October 18, 1999
(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 9 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 3,154,683
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
9 SOLE DISPOSITIVE POWER
REPORTING 3,154,683
PERSON
WITH 10 SHARED DISPOSITIVE POWER
100,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,254,683
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
40.68 %
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 515062107 Page 3 of 9 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 100,000
9 SOLE DISPOSITIVE POWER
REPORTING 1,313,680
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,413,680
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
17.67%
14 TYPE OF REPORTING PERSON*
OO
<PAGE>
SCHEDULE 13D
CUSIP No. 515062107 Page 4 of 9 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 36,787
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
9 SOLE DISPOSITIVE POWER
REPORTING 36,787
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
36,787
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
.46%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 515062107 Page 5 of 9 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 88,660
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
9 SOLE DISPOSITIVE POWER
REPORTING 88,660
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
88,660
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
1.11%
14 TYPE OF REPORTING PERSON*
OO;IA
<PAGE>
Page 6 of 9 Pages
To the extent set forth herein, this Amendment No. 8 amends and supplements the
statement on Schedule 13D, as amended by amendment nos. 1, 2, 3, 4, 5, 6 and 7
(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, Karenina Properties, LLC a New York limited liability
company (the "Karenina Properties"), wholly-owned by Gotham, 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, 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.
Effective October 1, 1998, Gotham II was dissolved. In connection with
its dissolution, Gotham II distributed all of its assets and
liabilities to withdrawing limited partners. The withdrawing limited
partners who are qualified purchasers, contributed such assets and
liabilities to Gotham in return for limited partnership interest
therein. A withdrawing limited partner who is not a qualified
purchaser, contributed such assets and liabilities to Gotham III in
return for a limited partnership interest therein.
Each of Gotham, 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 7 of 9 Pages
Section H Partners, L.P., a New York limited partnership ("Section H"),
is the sole general partner of Gotham 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 III, and (ii) Gotham
Advisors, and through such entity the affairs of Gotham International.
The business address of each of Gotham, 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, 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. 8 was $605,220. 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 8 of 9 Pages
Item 5 is hereby amended to give effect to transactions in Item 2.
Gotham, Karenina Properties, Gotham III and Gotham International
collectively beneficially own 3,380,130 Shares of Common Stock, representing
approximately 42.25% of the outstanding Common Stock as of the date of this
Statement. Gotham beneficially owns an aggregate of 3,254,683 or 40.68% of the
outstanding Shares, of which (i) 1,841,003 Shares are directly owned by Gotham,
(ii) 1,313,680 Shares are indirectly owned by Gotham through Karenina
Properties, and (iii) 100,000 Shares are subject to a proxy granted to Gotham
and Karenina Properties by Spencer Waxman. Amendment No. 7 to the statement on
Schedule 13D incorrectly reported that Gotham had sole voting power over
1,976,686 shares, but Gotham only had sole voting power over 1,822,840 shares.
Karenina Properties beneficially owns an aggregate of 1,413,680 or 17.67% of
the outstanding Shares, of which (i) 1,313,680 Shares are directly owned by
Karenina Properties, and (ii) 100,000 Shares are subject to a proxy granted to
Gotham and Karenina Properties by Spencer Waxman. Gotham III beneficially owns
an aggregate of 36,787 or .46% of the outstanding Shares. Gotham International
beneficially owns an aggregate of 88,660 or 1.11% 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. 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 III and Gotham International).
(b) Each of Gotham, Karenina Properties, 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 100,000 shares of Common Stock as to which Mr. Waxman
gave them proxy. Gotham has sole 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.
c) The tables below set forth information with respect to all
purchases of Shares by the Purchaser, Gotham, Gotham III and Gotham
International during the last sixty days. In each case, the
transactions were effected through open-market purchases.
Date Shares Purchased Price per Share
Common Stock
Gotham International
07/28/99 45,000 7.00
07/28/99 5,000 7.00
10/14/99 33,460 7.00
10/18/99 3,000 7.00
<PAGE>
Page 9 of 9 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.
October 25, 1999
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 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
