SCHEDULE 13D
Under the Securities Exchange Act of 1934
Imperial Parking Corporation
(Name of Issuer)
Common Stock, $.01 par value
(Title of class of securities)
453077109
(CUSIP Number)
Marc Weingarten, Esq.
Schulte Roth & Zabel LLP
900 Third Avenue
New York, New York 10022
(212) 756-2000
(Name, address and telephone number of person authorized to
receive notices and communications)
March 20, 2000
(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. 453077109 Page 2 of 10 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 204,658
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 204,658
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
204,658
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
9.64%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 453077109 Page 3 of 10 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 12,122
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 12,122
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
12,122
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
.57%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 453077109 Page 4 of 10 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 78,383
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 78,383
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
78,383
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
3.69%
14 TYPE OF REPORTING PERSON*
OO; IA
<PAGE>
SCHEDULE 13D
CUSIP No. 453077109 Page 5 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham Holdings II, 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 23,898
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 23,898
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
23,898
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
1.13%
14 TYPE OF REPORTING PERSON*
OO; IA
<PAGE>
Page 6 of 10 Pages
Item 1. Security and Issuer
This statement on Schedule 13D (the "Statement") relates to the Common
Stock, $.01 par value ("Common Stock"), of Imperial Parking Corporation, a
Delaware corporation (the "Company"). The principal executive offices of the
Company are located at 601 West Cordova St, Suite 300, Vancouver, V6B 1G1,
British Columbia, Canada.
Item 2. Identity and Background
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 III, L.P., a New York limited partnership
("Gotham III"), with respect to shares of Common Stock owned by it, Gotham
Holdings II, L.L.C., a Delaware limited liability company ("Holdings") 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 III, Holdings II and Advisors are
together the "Reporting Persons".
Each of Gotham and Gotham III was formed to engage in the buying
and selling of securities for investment for its own account. Each of Gotham
Advisors and Gotham Holdings Management LLC, a Delaware limited liability
company ("Gotham Management") 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 and Holdings, respectively.
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. Gotham
Management is the manager of Holdings. 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 and Holdings.
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, Holdings and (ii) Gotham Advisors, and
through such entity the affairs of Gotham International. The business
address of each of Gotham, Gotham III, Holdings, Gotham Advisors, Section H,
Gotham Management, 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 III, Holdings, Gotham
Advisors, Gotham International, Section H, Gotham Management, 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.
Item 3. Source and Amount of Funds or Other Consideration
The aggregate purchase price of the Common Stock purchased by Gotham
was $186,600, the aggregate purchase price of the Common Stock purchased
by Gotham III was $147,510 and the aggregate purchase price of the Common Stock
purchased by Gotham International was $110,740. All of the funds required for
these purchases were obtained from the general funds of Gotham, Gotham III and
Gotham International, respectively.
<PAGE>
Page 7 of 10 Pages
Item 4. Purpose of the Transaction
First Union Real Estate Equity and Mortgage Investments ("First Union") made a
special distribution of a subsidiary, Imperial Parking Corporation to record
holders of First Union as of March 20, 2000. First Union distributed the shares
of the Company's common stock to holders of First Union shares on the basis of
one share of the Company's common stock for every 20 First Union shares held on
March 20, 2000. In connection with the special distribution, the Reporting
Persons received 292,061 shares of the Company as a result of owning 5,841,233
shares of First Union as of March 20, 2000, In addition, the Reporting Persons
acquired Common Stock in the open market for investment purposes, and the
Reporting Persons intend to continue to evaluate the performance of such Common
Stock as an investment in the ordinary course of their business. The Reporting
Persons pursue an investment objective that seeks capital appreciation. In
pursuing this investment objective, the Reporting Persons analyze the
operations, capital structure and markets of companies in which they invest,
including the Company, on a continuous basis through analysis of documentation
and discussions with knowledgeable industry and market observers and with
representatives of such companies (often at the invitation of management). As
a result of these activities, one or more of the Reporting Persons may
participate in interviews or hold discussions with third parties or with
management in which the Reporting Person may suggest or take a position with
respect to potential changes in the operations, management or capital structure
of such companies as a means of enhancing shareholder value. Such suggestions
or positions may relate to one or more of the transactions specified in clauses
(a) through (j) of Item 4 of the Schedule 13D form, including, without
limitation, such matters as disposing of one or more businesses, selling the
Company or acquiring another company or business, changing operating or
marketing strategies, adopting, not adopting, modifying or eliminating
certain types of anti-takeover measures, restructuring the Company's
capitalization, and reviewing dividend and compensation policies.
Each of the Reporting Persons intends to adhere to the foregoing
investment philosophy with respect to the Company.
Each Reporting Person will continuously assess the Company's business,
financial condition, results of operations and prospects, general economic,
financial and industry conditions, the securities markets and future trading
prices in general and those for the Company's securities in particular, other
developments and other investment opportunities. Depending on such
assessments, one or more of the Reporting Persons may acquire additional
Common Stock or may determine to sell or otherwise dispose of all or some of
its holdings of Common Stock.
Except as set forth above, none of the Reporting Persons has any plans or
proposals which would relate to or result in any of the matters set forth in
items (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) Gotham owns 204,658 shares of Common Stock as of the date of this
Statement, representing an aggregate of approximately 9.64% of the outstanding
Common Stock of the Company. Gotham III owns 12,122 shares of Common Stock as
of the date of this Statement, representing an aggregate of approximately .57%
of the outstanding Common Stock of the Company. Holdings owns 23,898 shares of
Common Stock as of the date of this Statement, representing an aggregate of
approximately 1.13% of the outstanding Common Stock of the Company. Gotham
International owns 78,383 shares of Common Stock as of the date of this
Statement, representing an aggregate of approximately 3.69% of the outstanding
Common Stock of the Company. The percentages in this paragraph are calculated
based upon one share of the Company's common stock having been distributed for
every 20 shares of First Union held at the close of business on March 20, 2000.
First Union reflected in their Form 10-K for the year ended December 31, 1999
that there were 42,471,729 shares of Beneficial interest issued and outstanding
as of January 31, 2000, therefore there are 2,123,586 shares of the Company
outstanding. None of Gotham Advisors, Section H, Gotham Management, Karenina,
DPB, Mr. Ackman or Mr. Berkowitz beneficially own any Common Stock (other than
the Common Stock beneficially owned by Gotham, Gotham III, Holdings and Gotham
International.
(b) Each of Gotham, Gotham III, and Holdings has sole power to vote and to
dispose of all of the Common Stock beneficially owned by it. 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 8 of 10 Pages
c) The tables below set forth information with respect to all purchases
and sales of Common Stock by Gotham, Gotham III, Holdings and Gotham
International. In each case, the transactions took place on the American Stock
Exchange, except for the shares that were distributed by First Union(*).
Shares of Common Stock
Date Purchased/(Sold) Price per Share
Gotham
03/20/00 192,658*
04/03/00 12,000 15.550
Gotham III
03/20/00 3,922*
03/31/00 8,000 18.050
04/03/00 200 15.550
Gotham International
03/20/00 71,583*
03/31/00 2,000 18.050
04/03/00 4,800 15.550
Holdings
03/20/00 23,898*
Except as described above, none of Gotham, Gotham III, Gotham International,
Gotham Advisors, Holdings, Section H, Karenina, DPB, Mr. Ackman or Mr.
Berkowitz 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.
Except as described above, none of Gotham, Gotham III, Gotham
International, Holdings, Gotham Advisors, Section H, Gotham Management,
Karenina, DPB, Mr. Ackman or Mr. Berkowitz is a party to any contract,
arrangement, understanding or relationship with respect to any securities of
the Company, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option agreements, puts or
calls, guarantees of profits, divisions of profit or losses or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits
The following exhibit is being filed with this Schedule:
Exhibit 1 A written agreement relating to the filing of joint acquisition
statements as required by Rule 13d-1(f)(1) promulgated under the Securities
Exchange Act of 1934, as amended.
<PAGE>
Page 9 of 10 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.
April 7, 2000
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
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
GOTHAM HOLDINGS II, L.L.C.
By: Gotham Holdings Management LLC,
the Manager
By: /s/ William A. Ackman
William A. Ackman
Managing Member
Page 10 of 10 Pages
EXHIBIT 2
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: April 7, 2000
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
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
GOTHAM HOLDINGS II, L.L.C.
By: Gotham Holdings Management LLC,
the Manager
By: /s/ William A. Ackman
William A. Ackman
Managing Member
