UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
WELLSFORD REAL PROPERTIES, INC.
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
950240 10 1
(CUSIP Number)
December 31, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/ x / Rule 13d-1(b)
/ / Rule 13d-1(c)
/ / Rule 13d-1(d)
* 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 in 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 1 of 9 Pages
<PAGE>
CUSIP No. 950240 10 1 13G Page 2 of 9 Pages
1 NAME OF REPORTING PERSON: Advisory Research, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: # 36-2831881
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES None
--------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 1,023,075 shares
--------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING None
--------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER
WITH 1,023,075 shares
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,023,075 shares
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.11%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IA
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 950240 10 1 13G Page 3 of 9 Pages
1 NAME OF REPORTING PERSON: David B. Heller
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
- --------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES None
--------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 1,023,075 shares
--------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING None
--------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER
WITH 1,023,075 shares
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,023,075 shares
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.11%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1(a) NAME OF ISSUER:
Wellsford Real Properties, Inc.
ITEM 1(b) NAME OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
610 Fifth Avenue
New York, New York 10020
ITEM 2(a) NAME OF PERSON FILING:
Advisory Research, Inc.
David B. Heller
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Two Prudential Plaza
180 N. Stetson, Suite 5780
Chicago, Illinois 60601
ITEM 2(c) CITIZENSHIP:
Advisory Research, Inc. is a Delaware corporation.
David B. Heller is a United States citizen.
ITEM 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock, $.01 par value per share.
ITEM 2(e) CUSIP NO.:
950240 10 1
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B) OR
13D-2(B), CHECK WHETHER THE PERSON FILING IS A:
(a) / / Broker or Dealer registered under Section 15
of the Act
(b) / / Bank as defined in Section 3(a)(6) of the Act
(c) / / Insurance Company as defined in
Section 3(a)(19) of the Act
Page 4 of 9 Pages
<PAGE>
(d) / / Investment Company registered under Section 8
of the Investment Company Act.
(e) /x/ Investment Adviser registered under
Section 203 of the Investment Advisers Act
of 1940
(f) / / Employee Benefit Plan, Pension Fund
which is subject to the provisions of the
Employee Retirement Income Security Act of
1974 or Endowment Fund
(g) / / Parent Holding Company, in accordance with
Rule 13d-1(b)(1)(ii)(G)
(h) / / Group, in accordance with
Rule 13d-1(b)(1)(ii)(H)
ITEM 4 OWNERSHIP:
(a) Amount Beneficially Owned:
Advisory Research, Inc. 1,023,075
David B. Heller 1,023,075
(b) Percent of Class:
Advisory Research, Inc. 5.11%
David B. Heller 5.11%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
None
(ii) Shared power to vote or to direct the vote:
Advisory Research, Inc. 1,023,075
David B. Heller 1,023,075
(iii) Sole power to dispose or to direct the disposition
of:
None
Page 5 of 9 Pages
<PAGE>
(iv) Shared power to dispose or to direct the disposition
of:
Advisory Research, Inc. 1,023,075
David B. Heller 1,023,075
As of December 31, 1998, Advisory Research, Inc. was the
direct beneficial owner of 1,023,075 shares of Wellsford Real
Properties, Inc. Common Stock, par value $.01 per share. David
B. Heller is President and the controlling shareholder of
Advisory Research, Inc.
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ].
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON:
No other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the shares reported hereunder.
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY:
Not applicable.
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not applicable.
ITEM 9 NOTICE OF DISSOLUTION OF GROUP:
Not applicable.
Page 6 of 9 Pages
<PAGE>
ITEM 10 CERTIFICATION:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of
such securities and were not acquired and are not held in
connection with or as a participant in any transaction having
such purposes or effect.
Page 7 of 9 Pages
<PAGE>
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: February 8, 1999
ADVISORY RESEARCH, INC.
By: /s/ David B. Heller
------------------------------
Name: David B. Heller
Its: President
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: February 8, 1999
By: /s/ David B. Heller
------------------------------
David B. Heller
Page 8 of 9 Pages
EXHIBIT
SCHEDULE 13G JOINT FILING AGREEMENT
The undersigned and each other person executing this joint
filing agreement agree as follows:
(i) The undersigned and each other person executing this
joint filing agreement are individually eligible to use the Schedule 13G to
which this Exhibit is attached, and such Schedule 13G is filed on behalf of the
undersigned and each other person executing this joint filing agreement; and
(ii) The undersigned and each other person executing this
joint filing agreement are responsible for the timely filing of such Schedule
13G and any amendments thereto, and for the completeness and accuracy of the
information concerning such person contained therein; but none of the
undersigned or any other person executing this joint filing agreement is
responsible for the completeness or accuracy of the information concerning any
other persons making the filing, unless such person knows or has reason to
believe that such information is inaccurate.
This Agreement may be executed in one or more counterparts by
each person executing this joint filing agreement, and each such counterparts
shall be an original but all of which, taken together, shall constitute but one
and the same instrument.
Dated: February 8, 1999
ADVISORY RESEARCH, INC.
By: /s/ David B. Heller
------------------------------
Name: David B. Heller
Its: President
/s/ David B. Heller
------------------------------
David B. Heller
Page 9 of 9 Pages
