UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
Wellsford Real Properties, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
950241109
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(CUSIP Number)
Stephen Fraidin, P.C.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10005
(212) 859-8140
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 25, 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 8 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 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS
<PAGE>
SCHEDULE 13D
CUSIP No. 950241109 Page 3 of 8 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 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS
<PAGE>
SCHEDULE 13D
CUSIP No. 950241109 Page 4 of 8 Pages
1 NAME OF REPORTING PERSON/
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Gotham International Advisors, L.L.C.
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 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
OO; IA
* SEE INSTRUCTIONS
<PAGE>
Item 1. Security and Issuer
This statement on Schedule 13D (the "Statement") relates to the
Common Stock, $.01 par value ("Common Stock"), of Wellsford Real
Properties, Inc., a Maryland corporation (the "Company"). The principal
executive offices of the Company are located at 535 Madison Avenue, New
York, New York 10022.
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, and
Gotham International Advisors, L.L.C., a Delaware limited liability company
("Gotham Advisors", and together with Gotham and Gotham III, the "Reporting
Persons"), with respect to shares of Common Stock owned by Gotham Partners
International, Ltd. ("Gotham International"), a Cayman exempted company.
Each of Gotham 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.
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. Gotham International, Section H, Karenina, DPB, Mr.
Ackman and Mr. Berkowitz are sometimes hereinafter collectively referred to
as the "Other Persons".
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 and Gotham III, and (ii) Gotham Advisors,
and through such entity the affairs of Gotham International. The business
address of each of the Reporting Persons, Section H, Karenina, DPB, Mr.
Ackman and Mr. 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 the Reporting Persons or
Other Persons (i) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or 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.
Item 4. Purpose of the Transaction
Item 4 is hereby amended to add the following paragraph at the
end thereof:
On February 25, 2000, Gotham, Gotham III, Gotham International
and Gotham Holdings I, L.L.C. ("Gotham Holdings I"), a Delaware limited
liability company of which the managing member is Gotham Holdings
Management LLC, a Delaware limited liability company the sole members of
which are Messrs. Ackman and Berkowitz, entered into a Letter Agreement
with the Company to sell all of the shares of Common Stock beneficially
owned by the Reporting Persons, Gotham International and Gotham Holdings I
to the Company. The Letter Agreement also contains standstill provisions
lasting through December 28, 2002. A copy of the Letter Agreement is
attached hereto as Exhibit 2 and incorporated by reference herein.
Item 5. Interest in Securities of the Issuer
(a) The Reporting Persons have ceased to beneficially own any
shares of Common Stock.
(b) The Reporting Persons do not have voting or dispositive power
over any shares of Common Stock.
(c) As of January 1, 2000, Gotham and Gotham International
distributed 175,723 and 99,262 shares of Common Stock, respectively, to two
entities holding an economic interest in Gotham and Gotham International
and such shares were recontributed by these two entities to Gotham Holdings
I. On February 25, 2000, the 2,573,632 shares of Common Stock beneficially
owned by the Reporting Persons, Gotham International and Gotham Holdings I
were repurchased by the Company in a private sale in New York, New York at
a price of $8.00 per share pursuant to the Letter Agreement attached hereto
as Exhibit 2 and incorporated by reference herein.
(d) Not applicable.
(e) The Reporting Persons ceased to be the beneficial owners of
more than five percent of the Common Stock as of February 25, 2000.
Item 7. Material to be Filed as Exhibits
The following exhibits are 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 (incorporated by reference to the
filing on Schedule 13D dated December 29, 1999 with respect to the Company
which this filing amends).
Exhibit 2 Letter Agreement dated February 25, 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 29, 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
Wellsford Real Properties, Inc.
535 Madison Avenue
New York, New York 10022
February 25, 2000
Gotham Partners, L.P.
Gotham Partners International, Ltd.
Gotham Partners III, L.P.
Gotham Holdings I, L.L.C.
c/o Gotham Partners, L.P.
110 East 42nd Street
New York, N.Y. 10017
Ladies and Gentlemen:
It is our understanding that Gotham Partners, L.P., Gotham
Partners International, Ltd., Gotham Partners III, L.P., and Gotham
Holdings I, L.L.C. (each a "Gotham Entity," and collectively, the "Gotham
Entities") each owns the number of share of common stock ("Common Stock"),
par value $.01 per share, of Wellsford Real Properties, Inc. ("WRP") set
forth opposite its name on Exhibit A hereto (all such shares are referred
to herein as the "Shares"). Promptly upon the closing of trading on the
American Stock Exchange on the date hereof, WRP shall purchase (the
"Purchase"), and each Gotham Entity shall sell, all of the Shares set forth
opposite its name on Exhibit A hereto for a purchase price (the "Purchase
Price") of $8.00 per share (equal to an aggregate of $20,589,056 for all of
the Shares). Upon confirmation by WRP that all of the Shares have been
deposited in WRP's account at Goldman Sachs & Co., in proper form for
transfer, WRP shall promptly wire the Purchase Price, in immediately
available funds, to an account designated in writing by the Gotham
Entities.
In connection with the Purchase, each Gotham entity hereby
represents and warrants to WRP as follows:
(a) Each Gotham Entity is the sole record and beneficial owner
of, and has good and valid title to the Shares set forth opposite its name
on Exhibit A hereto, free and clear of any and all liens, pledges,
encumbrances, charges, agreements or claims of any kind whatsoever.
(b) Each Gotham entity has the requisite corporate, partnership
or limited liability company power, a the case may be, and authority to
execute, deliver and perform its obligations under this letter agreement
and to sell, assign, transfer and deliver the Shares set forth opposite its
name on Exhibit A hereto as provided in this letter agreement, and the
delivery of the Shares set forth opposite its name on Exhibit A hereto to
WRP as provided in this letter agreement will convey to WRP good and
marketable title to the Shares set forth opposite its name on Exhibit A
hereto, free and clear of any and all liens, pledges, encumbrances,
charges, agreements or claims of any kind whatsoever.
(c) The execution and delivery of this letter agreement, and the
consummation of the transactions contemplated hereby, have been duly
authorized by all necessary corporate, partnership or limited liability
company action, as the case may be, of each Gotham Entity. This letter
agreement has been duly executed and delivered by each Gotham Entity and
constitutes the legal, valid and binding obligation of each Gotham Entity,
enforceable against each Gotham Entity in accordance with its terms.
(d) No Gotham Entity is a party to, subject to or bound by, any
agreement, judgment, order, writ, injunction or decree of any court or
governmental body which are in conflict with or would prevent the
performance by such Gotham Entity of its obligations under this letter
agreement.
(e) Each Gotham Entity is fully familiar with the business and
financial condition of WRP and has made whatever inquiries it deemed
necessary in connection with the Purchase. Each Gotham Entity has had an
opportunity to ask questions of, and receive answers from, officers
concerning WRP and its financial condition, and all such questions, if any,
have been answered to the full satisfaction of such Gotham Entity.
In connection with the foregoing, each Gotham Entity hereby
acknowledges that until December 28, 2002, no Gotham Entity or its
affiliates shall, directly or indirectly, (a)(x) solicit, seek or offer to
effect or effect, (xx) negotiate with or provide any information to the
Board of Directors of WRP, any director or officer of WRP or any
stockholder of WRP with respect to, (xxx) make any statement or proposal,
whether written or oral, either alone or in concert with others, to the
Board of Directors of WRP, any director or officer of WRP or any
stockholder of WRP or any other person with respect to, or (xxxx) make any
public announcement (except as required by law in respect of actions
permitted hereby) or proposal or offer whatsoever (including, but not
limited to, any "solicitation" or "proxies" as such terms are defined or
used in Regulation 14A of the Exchange Act) with respect to, (i) any form
of business combination or similar or other extraordinary transaction
involving WRP or any affiliate thereof, including, without limitation, a
merger, tender or exchange offer or liquidation of WRP's assets, (ii) any
form of restructuring, recapitalization or similar transaction with respect
to WRP or any affiliate thereof, (iii) any purchase of any securities or
assets, or rights or options to acquire any securities or assets (through
purchase, exchange, conversion or otherwise), of WRP or any affiliate
thereof, (iv) any proposal to seek representation on the Board of Directors
of WRP or to seek to appoint, elect or remove any member of the Board of
Directors of WRP or make any public statements proposing or suggesting any
change in the Board of Directors or management of WRP or otherwise to seek
to control or influence the management, Board of Directors of WRP or any
affiliate thereof, (v) any request or proposal to waive, terminate or amend
the provisions of this agreement or (vi) any proposal or other statement
inconsistent with the terms of this agreement or (b) instigate, encourage,
join, act in concert with or assist (including, but not limited to,
providing or assisting in any way in the obtaining of financing for, or
acting as a joint or co-bidder for WRP with) any third party to do any of
the foregoing (the actions referred to in (a) and (b) in this sentence are
referred to as "Prohibited Actions"), unless and until such Gotham Entity
has received the prior written invitation or approval of a majority of the
Board of Directors of WRP to do any of the foregoing, it being agreed and
understood that the entering into of this agreement shall not constitute
such invitation or approval.
Each Gotham Entity acknowledges and agrees that in the event of
any breach of this agreement by any Gotham Entity, WRP would be irreparably
and immediately harmed and could not be made whole by monetary damages. It
is accordingly agreed that WRP in addition to any other remedy to which it
may be entitled in law or equity, shall be entitled to an injunction or
injunctions to prevent breaches of this agreement by any Gotham Entity and
to compel specific performance of this agreement, without the need for
proof of actual damages. Further, each Gotham Entity hereby waives any
request for or the seeking or posting of any bond in connection with such
injunction or injunctions.
Each Gotham Entity and WRP agrees that until December 28, 2002,
it will not solicit to hire any person then currently employed by the other
party; it being understood that "solicit to hire" does not include any
written or oral contracts initiated by an employee of either a Gotham
Entity or WRP with respect to the employee's potential employment by either
party to this agreement.
It is understood and agreed that no failure or delay by either
party hereto in exercising any right, power or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the exercise of
any right, power or privilege hereunder.
This agreement shall be governed by, and construed in accordance
with, the laws of the State of New York, without regard to the principles
of conflict of laws thereof. This agreement may not be assigned in whole or
in part by either party without the prior written consent of the other
party. This Agreement set forth the entire agreement of the parties and is
intended to supercede all prior agreements, including, without limitation,
that certain Letter Agreement, dated December 28, 1999 between WRP and
Gotham Partners, L.P. This agreement may be executed in counterparts, each
of which shall be deemed to be an original, and all of which shall
constitute the same agreement.
Very truly yours,
WELLSFORD REAL PROPERTIES, INC.
By: /s/ Jeffrey Lynford
-------------------------------
Title: Chairman
Agreed:
GOTHAM PARTNERS, L.P.
GOTHAM PARTNERS III, L.P.
By: Section H Partners, L.P., General Partner
By: Karenina Corp., a GP
/s/ William A. Ackman
- ---------------------------------
William A. Ackman
President
GOTHAM PARTNERS INTERNATIONAL, LTD
By: Gotham Intl. Advisors, L.L.C.,
the Investment Manager
/s/ William A. Ackman
- ---------------------------------
William A. Ackman
Senior Managing Member
GOTHAM HOLDINGS I, L.L.C.
By: Gotham Holdings Management LLC,
the Manager
/s/ William A. Ackman
- ---------------------------------
William A. Ackman
Managing Member
<PAGE>
EXHIBIT A
Gotham Partners, L.P. 1,416,609
Gotham Parnters International, Ltd. 880,838
Gotham Partners III, L.P. 1,200
Gotham Holdings I, L.L.C. 274,985
