UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
Wellsford Real Properties, Inc.
- ----------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 par value
- ----------------------------------------------------------------------------
(Title of Class of Securities)
950241109
-----------------------------------------
(CUSIP Number)
Stephen Fraidin, P.C.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
(212) 859-8140
- ----------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
February 2, 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. 950241109 Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Gotham Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(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 1,592,332
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,592,332
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,592,332
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.82%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS
<PAGE>
SCHEDULE 13D
CUSIP No. 950241109 Page 3 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Gotham Partners III, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(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 1,200
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,200
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.01%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS
<PAGE>
SCHEDULE 13D
CUSIP No. 950241109 Page 4 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Gotham Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(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 980,100
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 980,100
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
980,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.82%
14 TYPE OF REPORTING PERSON*
OO; IA
*SEE INSTRUCTIONS
<PAGE>
Item 7. Material to be Filed as Exhibits
The following exhibits are being filed with this Schedule 13D:
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 (incorporated by reference to the filing on Schedule
13D dated December 29, 1999 which this Amendment No. 1 to Schedule 13D
amends).
Exhibit 2 Press Release of First Union Real Estate Equity and
Mortgage Investments dated February 2, 2000.
<PAGE>
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 4, 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
EXHIBIT 2
Company Press Release
First Union Real Estate Investments and Wellsford
Real Properties, Inc. Terminate Discussions
NEW YORK--(BUSINESS WIRE)--Feb. 2, 2000--First Union Real Estate
Investments (NYSE: FUR - news) and Wellsford Real Properties, Inc.
(AMEX:WRP - news) announced today that they have terminated their
discussions concerning the possibility of a business combination or other
material transaction.
Certain statements in this press release constitute "forward-looking
statements" under federal securities laws and involve known and unknown
risks, uncertainties and other factors which may cause the actual results
to be materially different from any future results implied by such
forward-looking statements. Such factors include, among others, general
economic and business conditions, developmental risks, construction and
lease-up delays and cost overruns, inability to comply with local zoning
and other laws, environmental matters, demand by prospective tenants,
defaults by tenants, lower than anticipated rents, availability of and cost
of other properties and financing, and competition.
First Union Real Estate Equity and Mortgage Investments is a NYSE-listed
stapled-stock real estate investment trust (REIT) headquartered in New York
City.
Wellsford Real Properties is a real estate merchant banking firm
headquartered in New York City, which acquires, finances, develops and
operates real properties and organizes and invests in private and public
real estate companies.
Contact:
Wellsford Real Properties, Inc., New York
Press:
Jeffrey H. Lynford
Chairman
212/838-3400
or
First Union Real Estate Investments, New York
William A. Ackman
Chairman
212/286-0300
