SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 2)(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)
December 17, 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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box [ ]
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
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 1 of 5 Pages
PAGE
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CUSIP No. 390752 10 3 13D Page 2 of 5 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Wellsford Karpf Zarrilli Ventures, L.L.C.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
76,923
NUMBER OF --------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH --------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
76,923
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
76,923
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.444%
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14 TYPE OF REPORTING PERSON*
OO
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PAGE
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This Amendment No. 2 to Schedule 13D is being filed by Wellsford Karpf
Zarrilli Ventures, L.L.C. ("WKZV"), relating to the shares of Common Stock,
par value $.01 per share (the "Common Shares") of Great Lakes REIT Inc., a
Maryland corporation ("Great Lakes"). This Amendment No. 2 amends the
Schedule 13D originally filed by WKZV on August 30, 1996, and amended by WKZV
on July 2, 1997.
Item 2. Identity and Background.
Item 2 is restated in its entirety to read as follows:
This Schedule 13D is being filed by WKZV, a Delaware limited liability
company, with a principal business and principal office located at c/o Edward
Lowenthal, 13 Ackerman Road, Saddle River, New Jersey 07458. WKZV was formed
for the purpose of entering into a Stock Purchase Agreement, dated as of
August 20, 1996, to purchase Common Shares and certain other shares of Great
Lakes, and to acquire, own, manage, transfer and otherwise deal in and with
such shares of Great Lakes and any securities received in exchange therefor
or as a distribution to the holders thereof.
The sole members (the "Members") of WKZV are: (i) Mr. Edward Lowenthal
("Lowenthal"), with a business address at c/o Wellsford Real Properties,
Inc., 610 Fifth Avenue, New York, New York 10020, (ii) Mr. Jeffrey H. Lynford
("Lynford"), with a business address at c/o Wellsford Real Properties, Inc.,
610 Fifth Avenue, New York, New York 10020, (iii) Mr. Steven A. Karpf
("Karpf"), with a business address at c/o Fremont Realty Capital, LP, 375
Park Avenue, Suite 3101, New York, New York 10152 and (iv) Mr. Frederick P.
Zarrilli ("Zarrilli"), with a business address at c/o Fremont Realty Capital,
LP, 375 Park Avenue, Suite 3101, New York, New York 10152. The business and
affairs of WKZV are managed and directed by Messrs. Lynford, Lowenthal, Karpf
and Zarrilli, each of whom is a citizen of the United States.
Edward Lowenthal and Jeffrey H. Lynford are 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 each Managing Directors of Fremont Realty Capital, LP, a
California limited partnership, engaged in real estate merchant banking. The
address of Fremont Realty Capital, LP is 375 Park Avenue, Suite 3101, New
York, New York 10152.
Neither WKZV nor, to the knowledge of WKZV, any of the Members, 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 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 5. Interest in the Securities of the Issuer
Item 5 is restated in its entirety to read as follows:
Page 3 of 5 Pages
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By reason of the distribution in kind made by WKZV as described more
fully in Item 6 below, WKZV currently owns 76,923 Common Shares, constituting
approximately .444% of the outstanding Common Shares. WKZV ceased to be the
beneficial owner of more than 5% of the class of Common Stock on December 17,
1997. WKZV has sole voting and dispositive power with respect to the Common
Shares currently owned by WKZV.
Other than the Common Shares owned by WKZV, the Members beneficially own
the following Common Shares: Mr. Lynford beneficially owns 10,630 Common
Shares (approximately .06% of the outstanding Common Shares), with respect to
all of which he has sole voting and dispositive power; Mr. Lowenthal
beneficially owns 20,630 Common Shares (approximately .12% of the outstanding
Common Shares), including the right to acquire 10,000 Common Shares, with
respect to all of which he has sole voting and dispositive power; Mr. Karpf
beneficially owns 13,755 Common Shares (approximately .08% of the outstanding
Common Shares), with respect to all of which he has sole voting and
dispositive power; Mr. Zarrilli beneficially owns 18,504 Common Shares
(approximately .11% of the outstanding Common Shares), with respect to all of
which he has sole voting and dispositive power.
Other than the distribution in kind made by WKZV described in Item 6
below, neither WKZV nor, to the knowledge of WKZV, any of the Members, 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 second to last paragraph of Item 6 is hereby deleted and is replaced
in its entirety with the following paragraphs:
Pursuant to the Operating Agreement of WKZV, a majority of the Managers
have the power to vote the shares of Great Lakes held by WKZV and to sell,
transfer or otherwise dispose of the shares of Great Lakes held by WKZV.
A Registration Statement on Form S-11 filed by Great Lakes covering the
Common Shares then held by WKZV was declared effective by the Securities and
Exchange Commission in December, 1997.
Effective December 17, 1997, WKZV made a distribution in kind of an
aggregate of 923,077 Common Shares to the Class A Members of WKZV in
accordance with the terms of the operating agreement of WKZV, as follows:
Class A Member Number of Shares
Jeffrey H. Lynford 10,630
Edward Lowenthal 10,630
Steven A. Karpf 12,755
Frederick P. Zarrilli 8,504
Blackacre Holdings, L.L.C. 770,487
William M. Cockrum Trust dated 8/1/79 7,338
Page 4 of 5 Pages
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The Du Bois Childrens Trust 7,338
B-B Associates 27,408
540 Associates, LLC 37,424
Victor H. Potamkin Charitable Trust 15,281
Thomas R. Teague 7,641
John R. Carmichael III 7,641
Thereafter, such members ceased to be Class A Members of WKZV and the
Class B Members of WKZV, consisting of Messrs. Lowenthal, Lynford, Karpf and
Zarrilli, became the sole members of WKZV. The 76,923 Common Shares retained
by WKZV are all pledged 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 were
contributed to WKZV.
Item 7. Material to be Filed as Exhibits
Exhibit 7.1 Written Consent of Members of Wellsford Karpf
Zarrilli Ventures, L.L.C.
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 22, 1998
WELLSFORD KARPF ZARRILLI
VENTURES, L.L.C.
By: /s/ Edward Lowenthal
---------------------------------
Name: Edward Lowenthal
Title: Manager
Page 5 of 5 Pages
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EXHIBIT 7.1
WRITTEN CONSENT
OF MEMBERS OF WELLSFORD
KARPF ZARRILLI VENTURES, L.L.C.
The undersigned members (the "Members") of Wellsford Karpf Zarrilli
Ventures, L.L.C. ("WKZV"), a limited liability company organized under the
laws of the State of Delaware, hereby consent to and agree with the
following:
1. WKZV will distribute in kind the assets of WKZV to the Members
(as defined in the Operating Agreement of WKZV, dated as of August 14, 1996
(the "Agreement"), effective as of the close of business on November 28, 1997
(the "Effective Date").
Capitalized terms not defined herein shall have the meanings assigned to such
terms in the Agreement.
2. The fair market value of the assets of WKZV shall be based
upon the average closing sale price of a share of common stock of Great Lakes
REIT, Inc. ("Great Lakes Share"), a Maryland corporation, on the New York
Stock Exchange over the thirty trading days immediately preceding and
including the Effective Date, which average closing sale price is
approximately $19.13 (the "Great Lakes Share Value"). Exhibit A attached
hereto sets forth the calculation of the Great Lakes Share Value. Based on
the provisions of the Agreement and the Great Lakes Share Value, Exhibit B
attached hereto sets forth the calculation of the number of Great Lakes
Shares to be distributed to Class A Members and Class B Members as a class,
and the number of Great Lakes Shares to be distributed to each Class A
Member.
3. In the event the effective date of the issuance of new share
certificates as contemplated herein is subsequent to the next record date for
receiving dividends on the Great Lakes Shares, the dividends received by WKZV
on the Great Lakes Shares shall be allocated among the Members in the same
proportion that the Members receive Great Lakes Shares from WKZV pursuant to
the contemplated distribution in kind.
4. The undersigned hereby waive the provisions of Section 10.3 of
the Agreement.
This Written Consent may be executed in any number of counterparts,
each of which shall be deemed an original, and all of which together shall
constitute one and the same instrument, notwithstanding that not all parties
shall have executed the same counterpart.
BLACKACRE HOLDING, L.L.C.
/s/ Ronald Kravit
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Name:
Title:
/s/ Jeffrey H. Lynford
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Jeffrey H. Lynford
/s/ Edward Lowenthal
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Edward Lowenthal
/s/ Steven A. Karpf
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Steven A. Karpf
/s/ Frederick P. Zarrilli
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Frederick P. Zarrilli
WILLIAM M. COCKRUM
Trust dated 8/1/79
/s/ William M. Cockrum
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William M. Cockrum, Trustee
THE DU BOIS CHILDRENS TRUST
/s/ Jeffrey H. Lynford
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Jeffrey H. Lynford, Trustee
B-B ASSOCIATES
/s/ Alan S. Pearce
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Alan S. Pearce
Partner
540 ASSOCIATES, LLC
/s/ Andrew A. Kandiew
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Name: Andrew A. Kandiew
Title: Administrative Member
VICTOR H. POTAMKIN
CHARITABLE TRUST
/s/ Peter M. Paris
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Name: Peter M. Paris
Title: Trustee
/s/ Tom Teague
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Thomas R. Teague
/s/ John R. Carmichael III
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John R. Carmichael III
