<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No.3)*
Glenborough Realty Trust Incorporated
________________________________________________________________________________
(Name of Issuer)
Common stock, par value $0.001 per share
________________________________________________________________________________
(Title of Class of Securities)
37803P105
_______________________________________________________________
(CUSIP Number)
Joseph G. Beard
3300 Commerce
Dallas, Texas 75226
(214)515-7000
________________________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 30, 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 (S)(S)240.13d-1(e), 240.13d-1(f) or 240.13d(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original and five
copes of the schedule, including all exhibits. See Rule 240.13d-7 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 1
<PAGE>
CUSIP NO. 37803P105 13D Page 2
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Westdale Properties America I, Ltd.
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
WC
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(a) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Texas
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
None
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 1,899,700
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
None
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,899,700
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,899,700
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
(SEE INSTRUCTIONS) [_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
6.6%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
PN
------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 37803P105 13D Page 3
------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bush Gardens, LLC
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
N/A
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(a) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Nevada
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
None
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 1,899,700
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
None
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,899,700
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,899,700
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
(SEE INSTRUCTIONS) [_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
6.6%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
OO
------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 37803P105 13D Page 4
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JGB Ventures I, Ltd.
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
N/A
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(a) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Texas
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
None
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 1,899,700
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
None
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,899,700
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,899,700
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
(SEE INSTRUCTIONS) [_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
6.6%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
PN
------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 37803P105 13D Page 5
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JGB Holdings, Inc.
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
N/A
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(a) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Texas
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
None
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 1,899,700
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
None
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,899,700
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,899,700
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
(SEE INSTRUCTIONS) [_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
6.6%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
CO
------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 37803P105 13D Page 6
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph G. Beard
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
PF/OO for shares listed in Items 7 & 9 below; not applicable for shares
listed in Items 8 & 10 below
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(a) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
USA
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
111,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 1,899,700
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
111,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,899,700
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,010,700
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
(SEE INSTRUCTIONS) [_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
6.9%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
IN
------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 37803P105 13D Page 7
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ronald Kimel
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS (See Instructions)
4
PF/OO for shares listed in Items 7 & 9 below; not applicable for shares
listed in Items 8 & 10 below
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Canadian
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
3,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 1,899,700
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
3,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,899,700
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,902,700
------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
6.6%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
IN
------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 37803P105 13D Page 8
Item 1. Security and Issuer.
------ -------------------
The title and class of equity securities to which this Statement relates is
the common stock, $0.001 par value per share, (the "Stock") of Glenborough
Realty Trust Incorporated, a Maryland corporation ("Glenborough"). The address
of the principal executive offices of Glenborough is 400 South El Camino Real,
Suite 1100, San Mateo, California 94402-1708.
Item 2. Identity and Background.
------ -----------------------
Pursuant to Rule 13d-1(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
this Schedule 13D Statement is hereby filed by the following persons
(collectively, the "Reporting Persons"): Westdale Properties America I, Ltd., a
Texas limited partnership ("WPA I Ltd."); JGB Ventures I, Ltd., a Texas limited
partnership and sole general partner of WPA I Ltd. ("JGB I Ltd."); JGB Holdings,
Inc., a Texas corporation and sole general partner of JGB I Ltd. ("JGB
Holdings"); Bush Gardens, LLC, a Nevada limited liability company ("BG LLC");
Joseph G. Beard, a citizen of the United States and sole shareholder of JGB
Holdings ("Beard"); and Ronald Kimel, a Canadian citizen and sole Trustee of the
Manuel Kimel Family Trust ("Kimel").
WPA I Ltd. is a Texas limited partnership, the principal business of which
is to own, operate, develop, construct, acquire, and consult in respect of real
estate in the United States. The principal business address of WPA I Ltd., which
also serves as its principal office, is 3300 Commerce, Dallas, Texas 75226.
JGB I Ltd. is a Texas limited partnership, the principal business of which
is serving as the general partner of WPA I Ltd., serving as the general partner
of Westdale Asset Management, Ltd., a Texas limited partnership, and activities
related thereto. The principal business address of JGB I Ltd., which also serves
as its principal office, is 3300 Commerce, Dallas, Texas 75226.
JGB Holdings is a Texas corporation, the principal business of which is
serving as the general partner of JGB I Ltd. and activities related thereto. The
principal business address of JGB Holdings, which also serves as its principal
office, is 3300 Commerce, Dallas, Texas 75226. Beard is sole director and
President, Vice President and Treasurer of JGB Holdings. It has no other
executive officers.
BG LLC is a Nevada limited liability company, the principal business of
which is to own, operate, develop, construct, acquire, and consult in respect of
real estate in the United States. The principal business address of BG LLC,
which also serves as its principal office, is 3300 Commerce, Dallas, Texas
75226. BG LLC is a wholly owned subsidiary of WPA I Ltd.
Beard's principal occupation or employment is serving as the President of
JGB Holdings, the general partner of JGB I Ltd. Beard is also the Manager of BG
LLC. The principal business address of Beard, which also serves as his principal
office, is 3300 Commerce, Dallas, Texas 75226.
The principal business of Kimel is investments. Kimel also serves as the
sole Trustee of the Manuel Kimel Family Trust, which through subsidiary
ownership is a limited partner in WPA I Ltd. The principal business address of
Kimel, which also serves as his principal office, is 444 Adelaide Street West,
Toronto, Ontario M5V 1S7.
<PAGE>
CUSIP NO. 37803P105 13D Page 9
The Reporting Persons may be deemed to comprise a "group" within the
meaning of Section 13(d)(3) of the Act, although neither the fact of this filing
nor any of the information contained herein shall be deemed to be an admission
by any of the Reporting Persons that a "group" exists.
During the last five years, none of the Reporting Persons (i) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) was 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. Source and Amount of Funds or Other Consideration.
------- -------------------------------------------------
The source and amount of funds used by WPA I Ltd. to purchase its Stock is
Working Capital of WPA I Ltd. As used herein, the term "Working Capital"
includes income from the business operations of the entity plus sums borrowed
from, among other sources, banks and brokerage firm margin accounts, to operate
such business in general. Beard used personal funds and sums borrowed from
brokerage firm margin accounts to purchase his shares of Stock. Kimel used
personal funds and sums borrowed from brokerage firm margin accounts to purchase
his shares of Stock.
Item 4. Purpose of Transaction.
------ ----------------------
Pursuant to a series of transactions ending on April 20, 2000, WPA I Ltd.
has purchased for an aggregate of $27,458,325.75 in cash an aggregate of
1,899,700 shares of Stock. The shares of Stock were acquired by WPA I Ltd. for
the purpose of investment.
Pursuant to a series of transactions ending on April 20, 2000, Beard,
individually, purchased for an aggregate of $1,627,313.00 in cash an aggregate
of 111,000 shares of Stock. The shares of Stock purchased by Beard individually
were acquired for the purpose of investment.
Pursuant to a transaction on April 11, 2000, Kimel, individually, purchased
for an aggregate of $44,250.00 in cash an aggregate of 3,000 shares of Stock.
The shares of Stock purchased by Kimel individually were acquired for the
purpose of investment.
Pursuant to a Stock Repurchase Agreement dated September 25, 2000 by and
between BG LLC and Glenborough, BG LLC agreed to sell, or cause to be sold, to
Glenborough 2,013,700 shares of Stock which the Reporting Persons beneficially
own for $18.50 per share plus a pro rata portion of the per share amount of any
dividend on or distribution payable to record holders of the shares of Stock at
any time during the fiscal quarter in which the Stock Repurchase Agreement
closes. The intent behind the structure of the purchase price is to assure that
BG LLC receives the benefit of dividends or distributions declared or paid
during the fiscal quarter in which the Stock Repurchase Agreement closes,
adjusted to reflect the number of days during the quarter in question that BG
LLC was a record or beneficial owner of the shares.
In a related transaction, BG LLC has agreed to purchase certain real
property from various affiliates of Glenborough. Pursuant to a Purchase
Agreement dated September 25, 2000 by and between certain affiliates of
Glenborough and BG LLC (the "Purchase Agreement"), various affiliates of
Glenborough agreed to sell BG LLC certain multifamily residential properties for
an aggregate purchase price of $404,093,516.00. Pursuant to a First Amendment to
Purchase Agreement dated November 10, 2000, the parties to the Purchase
Agreement agreed to extend certain dates set forth therein. Pursuant to a Second
Amendment to Purchase Agreement dated November 30, 2000 (the "Second
Amendment"), the parties again extended certain dates set forth therein,
reduced the aggregate purchase price for the subject properties to
$399,093,516.00 and entered into certain agreements relating to the equity
securities of Glenborough. The reduction in purchase price represented a credit
to BG LLC for capital items identified by BG LLC in the course of BG LLC's due
diligence investigations of the properties. In addition, the Second Amendment
made it a condition precedent to BG LLC's obligations to consummate the
transaction that a certain non-regulated financial institution (the
"Institution") deliver a written commitment to provide equity financing to an
affiliate of BG LLC to permit that affiliate to consummate the purchase of the
covered properties, on terms satisfactory to BG LLC. Under the Second Amendment,
BG LLC agreed to cause the Institution to agree in writing that, for a period of
twelve (12) months, it will not knowingly provide equity or debt financing to
any person or entity for the purpose of consummating a transaction which results
in such person or its affiliates coming to own, of record or beneficially,
equity securities of Glenborough having the right to cast more than 4.9% of the
votes entitled to be cast by the holders of all of the equity securities of
Glenborough at any annual shareholders' meeting thereof with respect to the
election of directors. The foregoing limitation on the Institution's activities
will not apply to the provision of credit or equity capital to fiduciaries,
entities registered under the Investment Company Act of 1940, registered
Investment Advisors acting in the ordinary course of their business or members
of the National Association of Securities Dealers acting in the ordinary course
of their business. Under the Second Amendment, BG LLC further agreed to cause
Francesco Galesi, Dennis Trimarchi, Kimel and Beard to execute and deliver at or
before the closing separate Standstill Agreements under which each will agree to
refrain, and to require their respective affiliates to refrain, from acquiring
the equity securities of Glenborough for a five (5) year period commencing at
the closing of the Purchase Agreement. Pursuant to the Second Amendment, such
Standstill Agreements will not prevent the acquisition by said individuals of
Glenborough securities if (i) Glenborough consents in writing to the
acquisition, (ii) said individuals or their affiliates receive Glenborough
securities pursuant to a merger, consolidation, reorganization, dividend or
distribution relating to any entity other than Glenborough or relating to any
securities of Glenborough or its affiliates now held by such persons or their
affiliates, provided that any such equity securities of Glenborough received
represent a minor portion of the total assets involved in such transaction and
that such transaction is not entered into with an intent to avoid the
restrictions in the Standstill Agreement, (iii) said individuals receive
securities of Glenborough by operation of law or by will or (iv) said
individuals receive securities of Glenborough through an acquisition deemed to
occur by virtue of appointment or succession to an office or position as a
fiduciary or as a member of the Board of Directors or governing body of any
entity.
In a third related transaction, pursuant to a Guaranty Agreement dated
September 25, 2000 by and between Glenborough and BG LLC, Glenborough guarantied
the obligations of its affiliates under the Purchase Agreement to (i) cure
monetary liens against the properties being sold and (ii) deliver the closing
documents to BG LLC as and when the documents become due. Under the Guaranty
Agreement, if Glenborough's affiliates do not meet their obligations as set out
in the Purchase Agreement, Glenborough will pay $15 million to BG LLC. Under the
Guaranty Agreement, Glenborough and its affiliates are permitted to furnish
information to or enter into discussions or negotiations with any person that
makes an unsolicited bona fide proposal to acquire all or substantially all of
the properties subject to the Purchase Agreement, whether by merger, purchase of
partnership interest or assets or otherwise, if the Board of Directors of
Glenborough determines in good faith that such proposal could result in a
transaction more favorable to Glenborough's stockholders from a financial point
of view than the transaction contemplated by the Purchase Agreement. In the
event that Glenborough's Board of Directors is prepared to accept such a
proposal, Glenborough may terminate the Purchase Agreement by giving proper
notice and paying $15 million to BG LLC. Furthermore, the Guaranty Agreement
provides that Glenborough can take any action with respect to any merger,
consolidation or sale of all or substantially all of the assets of Glenborough
or its affiliates in the event that Glenborough's Board of Directors
determines, based upon advice of outside legal counsel, that failure to take
such action would be inconsistent with the Board's fiduciary duties to
Glenborough's shareholders as long as Glenborough gives proper notice of
termination and pays the sum of $15 million to BG LLC.
<PAGE>
CUSIP NO. 37803P105 13D Page 10
Consummation of each of the transactions, described in the previous three
paragraphs, contemplated by each of the Stock Repurchase Agreement, the Purchase
Agreement, as amended, and the Guaranty Agreement, is dependent upon
consummation of the transactions contemplated under the other two agreements.
Subject to the foregoing, the Reporting Persons intend to continue to
evaluate the Issuer's business, prospects and financial condition, the market
for the Stock, monetary and stock market conditions and other further
developments. As a part of such evaluation, one or more of the Reporting Persons
may participate in meetings or hold discussions with the Issuer's management,
other security holders of the Issuer and other persons in which the Reporting
Persons may express their views with respect to potential changes in the
operations, assets, capital structure or ownership of the Issuer. Such
expression of views may relate to one or more of the transactions specified in
clauses (a) through (j) of Item 4 of the Schedule 13D form.
Depending upon, among other things, the factors set forth above, the
Reporting Persons reserve the right to (i) dispose of all or part of their
investment in the Stock at any time, (ii) acquire additional equity securities
of the Issuer or its affiliates by tender offer, in the open market, in private
transactions or otherwise, (iii) propose a merger or other business combination
with the Issuer or its affiliates, (iv) seek control of the Issuer by stock
ownership or otherwise, or (v) take any other action with respect to the Issuer.
Except as set forth in this Item 4, the Reporting Persons have no present
plans or proposals that relate to or that would result in any of the following
actions:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national
securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
<PAGE>
CUSIP NO. 37803P105 13D Page 11
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
------ ------------------------------------
Pursuant to Rule 13d-3(a), at the close of business on September 28, 2000,
WPA I Ltd. may be deemed to be the beneficial owner of 1,899,700 shares of the
Stock, which constitutes approximately 6.6% of the 28,696,576 shares of Stock
outstanding on July 31, 2000, according to the Issuer's Form 10-Q filed on
August 10, 2000 (the "Outstanding Shares"). Each of the Reporting Persons,
either directly or indirectly, has or shares the power to vote or to direct the
vote and to dispose or to direct the disposition of, such shares of Stock.
Each of JGB I Ltd., as the sole general partner of WPA I Ltd., and JGB
Holdings, as the sole general partner of JGB I Ltd., pursuant to Rule 13d-3 of
the Act, may be deemed to be the beneficial owner of 1,899,700 shares of the
Stock, which constitutes approximately 6.6% of the Outstanding Shares. Each of
such persons, either directly or indirectly, may have or share the power to vote
or to direct the vote and to dispose of or to direct the disposition of, such
shares of Stock.
BG LLC, as a wholly owned subsidiary of WPA I Ltd., pursuant to Rule 13d-3
of the Act, may be deemed to be the beneficial owner of 1,899,700 shares of the
Stock, which constitutes approximately 6.6% of the Outstanding Shares. BG LLC,
either directly or indirectly, may have or share the power to vote or to direct
the vote and to dispose of or to direct the disposition of, such shares of
Stock.
Beard, individually and as sole shareholder of JGB Holdings, pursuant to
Rule 13d-3 of the Act, may be deemed to be the beneficial owner of 2,010,700
shares of the Stock, which constitutes approximately 7.0% of the Outstanding
Shares and consists of (i) the 1,899,700 shares described in the preceding
paragraphs and (ii) 111,000 additional shares of Stock beneficially owned by
Beard separately. Beard, either directly or indirectly, may have or share the
power to vote or direct the vote and to dispose of or to direct the disposition
of, such shares of Stock.
Kimel, individually and as sole Trustee of the Manuel Kimel Family Trust,
pursuant to Rule 13d-3 of the Act, may be deemed to be the beneficial owner of
1,902,700 shares of the Stock, which constitutes approximately 6.6% of the
Outstanding Shares and consists of (i) the 1,899,700 shares described in the
first two paragraphs of this Item and (ii) 3,000 additional shares of Stock
beneficially owned by Kimel separately. Kimel, either directly or indirectly,
may have or share the power to vote or direct the vote and to dispose of or to
direct the disposition of, such shares of Stock.
Other than as set forth above, none of the Reporting Persons named herein
is the beneficial owner of any shares of the Stock.
There have been no transactions in Stock by the Reporting Persons during
the last 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
------ ---------------------------------------------------------------------
to Securities of the Issuer.
---------------------------
By virtue of constituent arrangements of the Reporting Persons, Beard and
Kimel may be deemed to act jointly and thus deemed to share the power to vote,
acquire and dispose of Stock. To the best knowledge of the Reporting Persons,
there are no other contracts, arrangements, understandings or relationships
(legal or otherwise) among the Reporting Persons or between the Reporting
Persons and any other person with respect to any securities of the Issuer,
including but not limited to, transfer or voting of any of the securities of the
Issuer, finder's fees, joint ventures, loan or
<PAGE>
CUSIP NO. 37803P105 13D Page 12
option arrangements, puts or calls, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies, or a pledge or contingency the
occurrence of which would give another person voting power over the securities
of the Issuer.
Item 7. Material to be Filed as Exhibits.
------ --------------------------------
<TABLE>
<CAPTION>
Exhibit Description
Number
<S> <C>
1. First Amendment to Purchase Agreement dated November 10,
2000 by and between Bush Gardens, LLC and certain affiliates
of Glenborough Realty Trust Incorporated
2. Second Amendment to Purchase Agreement dated November 30,
2000 by and between Bush Gardens, LLC and certain affiliates
of Glenborough Realty Trust Incorporated
</TABLE>
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<PAGE>
CUSIP NO. 37803P105 13D
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief
of the undersigned, the undersigned certify that the information set forth
in this statement is true, complete and correct.
Pursuant to Rule 13d-1(k)(1)(ii) of Regulation 13D-G of the General
Rules and Regulations of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, the undersigned agree that the
attached statement is filed on behalf of each of them in the capacities set
forth below.
Each of the undersigned Reporting Persons hereby constitutes and
appoints Joseph G. Beard and Ronald Kimel, and each of them (with full
power in each to act alone), as attorneys and agents of the undersigned, to
sign and file with the Securities and Exchange Commission under Regulation
13 D-G under the Securities Exchange Act of 1934, as amended, any and all
amendments and exhibits to this Schedule 13D, with full power and authority
to do and perform any and all acts and things whatsoever requisite or
desirable in their or his sole discretion.
Dated: December 4, 2000
WESTDALE PROPERTIES AMERICA I, LTD., a Texas limited partnership
By: JGB Ventures I, Ltd., a Texas limited partnership
Its: General Partner
By: JGB Holdings, Inc., a Texas corporation
Its: General Partner
By: /s/ Joseph G. Beard
-----------------------------------------------
Joseph G. Beard, President
JGB VENTURES I, LTD., a Texas limited partnership
By: JGB Holdings, Inc., a Texas corporation
Its: General Partner
By: /s/ Joseph G. Beard
-----------------------------------------------
Joseph G. Beard, President
JGB HOLDINGS, INC., a Texas corporation
By: /s/ Joseph G. Beard
----------------------------------------------------
Joseph G. Beard, President
BUSH GARDENS, LLC, a Nevada limited liability company
By: /s/ Joseph G. Beard
----------------------------------------------------
Joseph G. Beard, Manager
/s/ Joseph G. Beard
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Joseph G. Beard
/s/ Ronald Kimel
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Ronald Kimel
