SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)(1)
Great Lakes REIT, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
390752 10 3
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(CUSIP Number)
Alan S. Pearce
Robinson Silverman Pearce Aronsohn & Berman LLP
1290 Avenue of the Americas
New York, New York 10104
Tel. No.: (212) 541-2000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 15, 1997
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(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 |_|
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.
____________________________
(1) 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 (the "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. 390752 10 3
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WELLSFORD KARPF ZARRILLI VENTURES, L.L.C.
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /X/
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 SOURCE OF FUNDS
AF
_________________________________________________________________
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
_________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 1,000,000(1)
SHARES _________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
_________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,000,000(1)
PERSON _________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000(1)
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /_/
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.44%(1)
_________________________________________________________________
14 TYPE OF REPORTING PERSON*
OO
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT
_________________
(1) Includes 350,000 shares of Common Stock ("Common Shares") purchased on
August 20, 1996, 309,615 Common Shares purchased on October 3, 1996,
40,385 Common Shares purchased on October 9, 1996, and 300,000 Common
Shares purchased on November 19, 1996, all pursuant to a Stock Purchase
Agreement, dated as of August 20, 1996, as amended.
<PAGE>
This Statement, filed by Wellsford Karpf Zarrilli Ventures, L.L.C.,
constitutes Amendment No. 1 to the Statement on Schedule 13D relating to the
shares of Common Stock, par value $.01 per share (the "Common Shares"), and
the shares of Class A Convertible Preferred Stock (the "Preferred Shares") of
Great Lakes REIT Inc., a Maryland corporation ("Great Lakes"), originally
filed by Wellsford Karpf Zarrilli Ventures, L.L.C. on August 30, 1996. The
Preferred Shares originally purchased by Wellsford Karpf Zarrilli Ventures,
L.L.C. were automatically cancelled pursuant to the terms of the Preferred
Shares upon the consummation of an initial public offering by Great Lakes of
newly issued Common Shares in May, 1997.
Item 2. Identity and Background.
Item 2 is restated in its entirety to read as follows:
This Schedule 13D is being filed by Wellsford Karpf Zarrilli Ventures,
L.L.C. ("WKZV"), a Delaware limited liability company, with a principal
business and principal office located at c/o Edward Lowenthal, 201 Hamilton
Road, Ridgewood, New Jersey 07450. WKZV was formed for the purpose of
entering into the Stock Purchase Agreement described in Item 6 of this
Schedule 13D, and to acquire, own, manage, transfer and otherwise deal in and
with the Common Shares and Preferred Shares of Great Lakes and any securities
received in exchange therefor or as a distribution to the holders thereof.
The members (the "Members") of WKZV are: (i) Mr. Edward Lowenthal
("Lowenthal"), with a business address at c/o Wellsford Residential Property
Trust, 610 Fifth Avenue, New York, New York 10020, (ii) Mr. Jeffrey H. Lynford
("Lynford"), with a business address at c/o Wellsford Residential Property
Trust, 610 Fifth Avenue, New York, New York 10020, (iii) Mr. Steven A. Karpf
("Karpf"), with a business address at c/o Karpf, Zarrilli & Co. Incorporated,
730 Fifth Avenue, Suite 900, New York, New York 10019, (iv) Mr. Frederick P.
Zarrilli ("Zarrilli"), with a business address at c/o Karpf, Zarrilli & Co.
Incorporated, 730 Fifth Avenue, Suite 900, New York, New York 10019, (v) Mr.
William M. Cockrum, with an address at 666 Sarbonne Road, Los Angeles,
California 90077, in his capacity as trustee on behalf of the William M.
Cockrum Trust dated 8/1/79, a trust for the benefit of Mr. Cockrum, (vi) Mr.
Lynford, in his capacity as a trustee on behalf of The Du Bois Children's
Trust, a trust for the benefit of the family of Rodney F. Du Bois; (vii) B-B
Associates ("B-B Associates"), a New York general partnership, (viii) 540
Associates, LLC ("540 Associates"), a Delaware limited liability company, (ix)
Mr. Peter Paris, with an address at 798 Eleventh Avenue, New York, New York
10109, in his capacity as a trustee on behalf of The Victor H. Potamkin
Charitable Trust, a charitable trust, (xi) Mr. Thomas R. Teague and (xi) Mr.
John R. Carmichael III.
The business and affairs of WKZV are managed and directed by Messrs.
Lowenthal, Lynford, Karpf and Zarrilli, who are the managers (the "Managers")
of WKZV. Certain major decisions, including the decision to sell, transfer or
otherwise dispose of the Common Shares owned by WKZV, may only be made in
conjunction with Blackacre.
Edward Lowenthal and Jeffrey H. Lynford are currently the President and
Chairman of the Board, respectively, of Wellsford Real Properties, Inc.
("Wellsford"), a Maryland corporation engaged in the acquisition,
rehabilitation, development, financing and management of real estate. The
address of Wellsford is 610 Fifth Avenue, New York, New York 10020. Steven A.
Karpf and Frederick P. Zarrilli are President and Executive Vice President,
respectively, of Karpf, Zarrilli & Co. Incorporated, a Delaware corporation
engaged in real estate investment banking. The address of Karpf, Zarrilli &
Co. Incorporated is 730 Fifth Avenue, Suite 900, New York, New York 10019.
The managing member of Blackacre is Blackacre Capital Management Corp., a
Delaware corporation. Mr. Jeffrey Citrin is the President, sole director and
sole shareholder of Blackacre Capital Management Corp. The address of the
principal business and office of both Blackacre and Blackacre Capital
Management Corp. is 950 Third Avenue, New York, New York 10022. Blackacre and
Blackacre Capital Management Corp. are primarily engaged in the investment in
personal property and securities. The business address of Jeffrey Citrin, a
United States citizen, is 950 Third Avenue, New York, New York 10022 and his
present principal employment is as President of Blackacre Capital Management
Corp.
The address of the principal business and principal office of B-B
Associates is c/o Robinson Silverman Pearce Aronsohn & Berman LLP, 1290 Avenue
of the Americas, New York, New York 10104. The principal business of B-B
Associates is participation in various investments.
The address of the principal business and principal office of 540
Associates is 540 Madison Avenue, New York, New York 10104. The principal
business of 540 Associates is investments.
The business address of Thomas R. Teague, a United States citizen, is
5950 Berkshire Lane, Dallas, Texas 75225 and his present principal employment
is as Chairman of the Board of Westwood Residential Company and affiliates,
which has a business address of 5950 Berkshire Lane, Dallas, Texas 75225.
The business address of John R. Carmichael III, a United States citizen,
is 5950 Berkshire Lane, Dallas, Texas 75225, and his present principal
employment is as President of Westwood Residential Company and affiliates,
which has a business address of 5950 Berkshire Lane, Dallas, Texas 75225.
Neither WKZV nor, to the knowledge of WKZV, any of the Members, Blackacre
Capital Management Corp. or Jeffrey Citrin has, during the last five (5)
years, been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors), or been a party to a civil proceeding resulting in
its or his or her being subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, the
federal or state securities laws or finding any violations with respect to
such laws.
Item 3. Source and Amount of Funds
Item 3 is restated in its entirety to read as follows:
Pursuant to a Stock Purchase Agreement described more fully in Item 6
below, WKZV acquired an aggregate of 1,000,000 Common Shares and an aggregate
of 54,339 Preferred Shares for a total purchase price of $13,000,000, payable
in cash. On August 20, 1996, WKZV purchased 350,000 Common Shares and 19,019
Preferred Shares for a total purchase price of $4,550,000 paid in cash, and on
October 3, 1996, WKZV purchased an additional 309,615 Common Shares and an
additional 16,825 Preferred Shares for a total purchase price of $4,024,995 in
cash. On October 9, 1996, WKZV purchased an additional 40,385 Common Shares
and an additional 2,194 Preferred Shares for a total purchase price of
$525,005 in cash, and on November 19, 1996, WKZV purchased the remaining
300,000 Common Shares and the remaining 16,301 Preferred Shares for a total
purchase price of $3,900,000 in cash.
The funds used by WKZV to purchase the Company Shares and the Preferred
Shares came from capital contributions made by the Members. WKZV has pledged
76,923 Common Shares to Emigrant Savings Bank, a New York banking corporation,
to secure loans made by Emigrant Savings Bank to Messrs. Lowenthal, Lynford,
Karpf and Zarrilli, the proceeds of which have been contributed to WKZV by
Messrs. Lowenthal, Lynford, Karpf and Zarrilli.
The Preferred Shares purchased by WKZV were automatically cancelled
pursuant to the terms of the Preferred Shares upon the consummation of an
initial public offering by Great Lakes of newly issued Common Shares in May,
1997.
Item 5. Interest in the Securities of the Issuer
Item 5 is restated in its entirety to read as follows:
By reason of the execution of the Stock Purchase Agreement described more
fully in Item 6 below, WKZV currently owns 1,000,000 Common Shares,
constituting approximately 6.44% of the outstanding Common Shares. This
percentage reflects the recent public sale of Common Shares by Great Lakes,
which resulted in Great Lakes having outstanding as of May 15, 1997 an
aggregate of 15,526,623 Common Shares. WKZV has sole voting and dispositive
power with respect to the Common Shares acquired by WKZV pursuant to the Stock
Purchase Agreement.
Other than WKZV's acquisition of Common Shares pursuant to the Stock
Purchase Agreement described in Item 6 below, neither WKZV nor, to the
knowledge of WKZV, any of the Members or any of the persons listed on Schedule
I hereto, presently owns any Common Shares or has effected any transaction in
the Common Shares during the past sixty (60) days.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
The first two paragraphs of Item 6 are restated in their entirety to read
as follows:
Great Lakes and each of WKZV, Fortis Benefits Insurance Company, Morgan
Stanley Institutional Fund, Inc. -- U.S. Real Estate Portfolio, Morgan Stanley
SIVAC Subsidiary SA, Logan, Inc., and Pension Trust Account No. 104972 Held by
Bankers Trust Company as Trustee (WKZV and all of such other investors are
collectively referred to herein as the "Investors") entered into a Stock
Purchase Agreement dated as of August 20, 1996 (the "Stock Purchase
Agreement"). Pursuant to the Stock Purchase Agreement, as amended, WKZV
purchased an aggregate of 1,000,000 Common Shares and 54,339 Preferred Shares
in four separate closings for an aggregate purchase price of $13,000,000 in
cash. The first closing was held on August 20, 1996 at which time WKZV
purchased 350,000 Common Shares and 19,019 Preferred Shares for $4,550,000 in
cash. The second closing was held on October 3, 1996, at which time WKZV
purchased 309,615 Common Shares and 16,825 Preferred Shares for $4,024,995 in
cash. The third closing was held on October 9, 1996, at which time WKZV
purchased 40,385 Common Shares and 2,194 Preferred Shares for $525,005 in
cash. The fourth closing was held on November 19, 1996, at which time WKZV
purchased 300,000 Common Shares and 16,301 Preferred Shares for $3,900,000 in
cash.
The Preferred Shares purchased by WKZV pursuant to the Stock Purchase
Agreement were automatically cancelled pursuant to the terms of the Preferred
Shares upon the consummation of an initial public offering by Great Lakes of
newly issued Common Shares in May, 1997.
Item 7. Material to be Filed as Exhibits
Not applicable
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: June 30, 1997
WELLSFORD KARPF ZARRILLI
VENTURES, L.L.C.
By: /s/ Edward Lowenthal
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Name: Edward Lowenthal
Title: Manager
