SCHEDULE 13D
Amendment #1
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)
April 19, 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 11 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 11 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 11 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 88,664
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 88,664
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
88,664
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
4.18%
14 TYPE OF REPORTING PERSON*
OO; IA
<PAGE>
SCHEDULE 13D
CUSIP No. 453077109 Page 5 of 11 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>
SCHEDULE 13D
CUSIP No. 453077109 Page 6 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham Holdings Management, 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
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 45,630
9 SOLE DISPOSITIVE POWER
REPORTING
PERSON
WITH 10 SHARED DISPOSITIVE POWER
45,630
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
45,630
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
2.15%
14 TYPE OF REPORTING PERSON*
OO; IA
<PAGE>
Page 7 of 11 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 is hereby amended to add the following information.
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 Management, L.L.C., a Delaware limited liability company ("Gotham
Management"), with respect to shares of Common Stock owned by Gotham Holdings
I, L.L.C., a Delaware limited liability company ("Holdings I"), Gotham
Holdings II, L.L.C., a Delaware limited liability company ("Holdings II")
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, Gotham Management, 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. 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. 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 Holdings I and II.
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 operating agreement (the "Operating Agreement"), Gotham Management has the
power to vote and dispose of the shares of Common Stock held for the account of
Holdings I and, accordingly, may be deemed the "beneficial owner" of such
shares. Gotham Management is also the manager of Holdings II. 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 Gotham Management.
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 II, and (ii) Gotham Advisors, and
through such entity the affairs of Gotham International and (iii) Gotham
Management, and through such entity the affairs of Holdings I. The business
address of each of Gotham, Gotham III, Holdings I and II, 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 I,
Holdings II, 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.
Item 3 is hereby amended to add the following information.
Item 3. Source and Amount of Funds or Other Consideration
The aggregate purchase price of the Common Stock purchased by Gotham
International and Holdings I was $143,163 and $635,398, respectively. All of
the funds required for these purchases were obtained from the general funds of
Gotham International and Holdings I, respectively.
<PAGE>
Page 8 of 11 Pages
Item 5 is hereby amended to add the following information.
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 I owns 45,630 shares
of Common Stock as of the date of this Statement, representing an aggregate of
approximately 2.15% of the outstanding Common Stock of the Company. Holdings II
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 88,664 shares of Common Stock
as of the date of this Statement, representing an aggregate of approximately
4.18% 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, which
implies that 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 I, Holdings II and Gotham
International.
(b) Each of Gotham, Gotham III and Holdings II 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. Pursuant to the Operating Agreement, Gotham Management currently
has the power to vote and to dispose of all of the Common Stock beneficially
owned by Holdings I.
<PAGE>
Page 9 of 11 Pages
c) The tables below set forth information with respect to all purchases
and sales of Common Stock by Gotham, Gotham III, Holdings I, Holdings II and
Gotham International since the last filing. The common stock was purchased
in a privately negotiated transaction.
Shares of Common Stock
Date Purchased/(Sold) Price per Share
Holdings I
04/19/00 45,630 $13.925
Gotham International
04/19/00 10,281 $13.925
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
since the last filing.
(d) and (e). Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
In connection with the transaction disclosed in Item 5c, the seller of the
Common Stock delivered a letter to the Reporting Persons that contained certain
customary representations and warranties, as well as an acknowledgment that an
affiliate of the Reporting Persons is the Chairman of the Board of the Company
and may have material nonpublic information.
Except as described above, none of Gotham, Gotham III, Gotham
International, Holdings I, Holdings II, 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 2 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 10 of 11 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 20, 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 I, L.L.C.
By: Gotham Holdings Management LLC,
the Manager
By: /s/ William A. Ackman
William A. Ackman
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 11 of 11 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 20, 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 I, L.L.C.
By: Gotham Holdings Management LLC,
the Manager
By: /s/ William A. Ackman
William A. Ackman
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
