-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NcLKd8zTY8PAHV4lqG/Xccuo8u+MI/Ub2jiiZ4Oq2VcCteyA9wtZudKV+UoL3tTQ tmoDBRfekA5KdhbJrHml1Q== 0000891836-01-000003.txt : 20010122 0000891836-01-000003.hdr.sgml : 20010122 ACCESSION NUMBER: 0000891836-01-000003 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010104 GROUP MEMBERS: GOLDMAN, SACHS & CO. GROUP MEMBERS: THE GOLDMAN SACHS GROUP, INC. GROUP MEMBERS: W/W GROUP HOLDINGS, L.L.C. GROUP MEMBERS: WH ADVISORS, L.L.C. V GROUP MEMBERS: WH ADVISORS, L.L.C. XI GROUP MEMBERS: WHATR GEN-PAR, INC. GROUP MEMBERS: WHI ADVISORS, L.L.C. VII GROUP MEMBERS: WHITEHALL STREET REAL ESTATE LIMITED PARTNERSHIP V GROUP MEMBERS: WHITEHALL STREET REAL ESTATE LTD. PARTNERSHIP VII GROUP MEMBERS: WHITEHALL STREET REAL ESTATE LTD. PARTNERSHIP XI GROUP MEMBERS: WHWEL REAL ESTATE LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WELLSFORD REAL PROPERTIES INC CENTRAL INDEX KEY: 0001038222 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 133926898 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-51221 FILM NUMBER: 1501909 BUSINESS ADDRESS: STREET 1: 535 MADISON AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128383400 MAIL ADDRESS: STREET 1: 535 MADISON AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WHWEL REAL ESTATE LP CENTRAL INDEX KEY: 0001045561 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 SC 13D/A 1 0001.htm SCHEDULE 13D, AMENDMENT NO. 10 Schedule 13D - Amendment No. 10
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

   

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 10)*
WELLSFORD REAL PROPERTIES, INC.
(Name of Issuer)


COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)


950240101
(CUSIP Number)


David J. Greenwald, Esq.
Goldman, Sachs & Co.
85 Broad Street, New York, New York 10004
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)


December 21, 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 Secs. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  |  |.

NOTE:     Schedules filed in paper format shall include a signed original and five copies of the schedules, including all exhibits. See Sec. 240.13d-7(b) 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).

 

 


                                  SCHEDULE 13D

                                                                                

 CUSIP No. 950240101                                        PAGE 2 OF 16 PAGES
                                                                                
                                                                                
  1    NAMES OF REPORTING PERSONS
       IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

                           W/W Group Holdings, L.L.C.
                                                                                
  2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_]
                                                                           (b) [_]

                                                                                
  3    SEC USE ONLY

                                                                                
  4    SOURCE OF FUNDS (See Instructions)

                                       OO
                                                                                
  5    CHECK 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                                                                 
     OWNED BY       8    SHARED VOTING POWER
       EACH                                  -0-
    REPORTING                                                                   
      PERSON        9    SOLE DISPOSITIVE POWER
       WITH                                  -0-
                                                                                
                    10   SHARED DISPOSITIVE POWER
                                             -0-
                                                                                
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                       -0-
                                                                                
  12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
       (See Instructions)                                                    [_]

                                                                                
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                                       0%
                                                                                
  14   TYPE OF REPORTING PERSON (See Instructions)

                                       OO

 

 


                                  SCHEDULE 13D

                                                                                

 CUSIP No. 950240101                                        PAGE 3 OF 16 PAGES
                                                                                
                                                                                
  1    NAMES OF REPORTING PERSONS
       IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

              Whitehall Street Real Estate Limited Partnership XI
                                                                                
  2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_]
                                                                           (b) [_]

                                                                                
  3    SEC USE ONLY

                                                                                
  4    SOURCE OF FUNDS (See Instructions)

                                       OO
                                                                                
  5    CHECK 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                                                                 
     OWNED BY       8    SHARED VOTING POWER
       EACH                                  -0-
    REPORTING                                                                   
      PERSON        9    SOLE DISPOSITIVE POWER
       WITH                                  -0-
                                                                                
                    10   SHARED DISPOSITIVE POWER
                                             -0-
                                                                                
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                       -0-
                                                                                
  12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
       (See Instructions)                                                    [_]

                                                                                
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                                       0%
                                                                                
  14   TYPE OF REPORTING PERSON (See Instructions)

                                       PN

 

 


                                  SCHEDULE 13D

                                                                                

 CUSIP No. 950240101                                        PAGE 4 OF 16 PAGES
                                                                                
                                                                                
  1    NAMES OF REPORTING PERSONS
       IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

                             WH Advisors, L.L.C. XI
                                                                                
  2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_]
                                                                           (b) [_]

                                                                                
  3    SEC USE ONLY

                                                                                
  4    SOURCE OF FUNDS (See Instructions)

                                       OO
                                                                                
  5    CHECK 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                                                                 
     OWNED BY       8    SHARED VOTING POWER
       EACH                                  -0-
    REPORTING                                                                   
      PERSON        9    SOLE DISPOSITIVE POWER
       WITH                                  -0-
                                                                                
                    10   SHARED DISPOSITIVE POWER
                                             -0-
                                                                                
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                       -0-
                                                                                
  12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
       (See Instructions)                                                    [_]

                                                                                
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                                       0%
                                                                                
  14   TYPE OF REPORTING PERSON (See Instructions)

                                       OO

 

 


                                  SCHEDULE 13D

                                                                                

 CUSIP No. 950240101                                        PAGE 5 OF 16 PAGES
                                                                                
                                                                                
  1    NAMES OF REPORTING PERSONS
       IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

                     WHWEL Real Estate Limited Partnership
                                                                                
  2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_]
                                                                           (b) [_]

                                                                                
  3    SEC USE ONLY

                                                                                
  4    SOURCE OF FUNDS (See Instructions)

                                       OO
                                                                                
  5    CHECK 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                                                                 
     OWNED BY       8    SHARED VOTING POWER
       EACH                                  -0-
    REPORTING                                                                   
      PERSON        9    SOLE DISPOSITIVE POWER
       WITH                                  -0-
                                                                                
                    10   SHARED DISPOSITIVE POWER
                                             -0-
                                                                                
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                       -0-
                                                                                
  12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
       (See Instructions)                                                    [_]

                                                                                
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                                       0%
                                                                                
  14   TYPE OF REPORTING PERSON (See Instructions)

                                       PN

 

 


                                  SCHEDULE 13D

                                                                                

 CUSIP No. 950240101                                        PAGE 6 OF 16 PAGES
                                                                                
                                                                                
  1    NAMES OF REPORTING PERSONS
       IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

                              WHATR Gen-Par, Inc.
                                                                                
  2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_]
                                                                           (b) [_]

                                                                                
  3    SEC USE ONLY

                                                                                
  4    SOURCE OF FUNDS (See Instructions)

                                       OO
                                                                                
  5    CHECK 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                                                                 
     OWNED BY       8    SHARED VOTING POWER
       EACH                                  -0-
    REPORTING                                                                   
      PERSON        9    SOLE DISPOSITIVE POWER
       WITH                                  -0-
                                                                                
                    10   SHARED DISPOSITIVE POWER
                                             -0-
                                                                                
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                       -0-
                                                                                
  12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
       (See Instructions)                                                    [_]

                                                                                
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                                       0%
                                                                                
  14   TYPE OF REPORTING PERSON (See Instructions)

                                       CO

 

 


                                  SCHEDULE 13D

                                                                                

 CUSIP No. 950240101                                        PAGE 7 OF 16 PAGES
                                                                                
                                                                                
  1    NAMES OF REPORTING PERSONS
       IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

              Whitehall Street Real Estate Limited Partnership VII
                                                                                
  2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_]
                                                                           (b) [_]

                                                                                
  3    SEC USE ONLY

                                                                                
  4    SOURCE OF FUNDS (See Instructions)

                                       OO
                                                                                
  5    CHECK 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                                                                 
     OWNED BY       8    SHARED VOTING POWER
       EACH                                  -0-
    REPORTING                                                                   
      PERSON        9    SOLE DISPOSITIVE POWER
       WITH                                  -0-
                                                                                
                    10   SHARED DISPOSITIVE POWER
                                             -0-
                                                                                
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                       -0-
                                                                                
  12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
       (See Instructions)                                                    [_]

                                                                                
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                                       0%
                                                                                
  14   TYPE OF REPORTING PERSON (See Instructions)

                                       PN

 

 


                                  SCHEDULE 13D

                                                                                

 CUSIP No. 950240101                                        PAGE 8 OF 16 PAGES
                                                                                
                                                                                
  1    NAMES OF REPORTING PERSONS
       IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

                            WHI Advisors, L.L.C. VII
                                                                                
  2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_]
                                                                           (b) [_]

                                                                                
  3    SEC USE ONLY

                                                                                
  4    SOURCE OF FUNDS (See Instructions)

                                       OO
                                                                                
  5    CHECK 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                                                                 
     OWNED BY       8    SHARED VOTING POWER
       EACH                                  -0-
    REPORTING                                                                   
      PERSON        9    SOLE DISPOSITIVE POWER
       WITH                                  -0-
                                                                                
                    10   SHARED DISPOSITIVE POWER
                                             -0-
                                                                                
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                       -0-
                                                                                
  12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
       (See Instructions)                                                    [_]

                                                                                
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                                       0%
                                                                                
  14   TYPE OF REPORTING PERSON (See Instructions)

                                       OO

 

 


                                  SCHEDULE 13D

                                                                                

 CUSIP No. 950240101                                        PAGE 9 OF 16 PAGES
                                                                                
                                                                                
  1    NAMES OF REPORTING PERSONS
       IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

               Whitehall Street Real Estate Limited Partnership V
                                                                                
  2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_]
                                                                           (b) [_]

                                                                                
  3    SEC USE ONLY

                                                                                
  4    SOURCE OF FUNDS (See Instructions)

                                       OO
                                                                                
  5    CHECK 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                                                                 
     OWNED BY       8    SHARED VOTING POWER
       EACH                                  -0-
    REPORTING                                                                   
      PERSON        9    SOLE DISPOSITIVE POWER
       WITH                                  -0-
                                                                                
                    10   SHARED DISPOSITIVE POWER
                                             -0-
                                                                                
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                       -0-
                                                                                
  12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
       (See Instructions)                                                    [_]

                                                                                
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                                       0%
                                                                                
  14   TYPE OF REPORTING PERSON (See Instructions)

                                       PN

 

 


                                  SCHEDULE 13D

                                                                                

 CUSIP No. 950240101                                        PAGE 10 OF 16 PAGES
                                                                                
                                                                                
  1    NAMES OF REPORTING PERSONS
       IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

                             WH Advisors, L.L.C. V
                                                                                
  2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_]
                                                                           (b) [_]

                                                                                
  3    SEC USE ONLY

                                                                                
  4    SOURCE OF FUNDS (See Instructions)

                                       OO
                                                                                
  5    CHECK 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                                                                 
     OWNED BY       8    SHARED VOTING POWER
       EACH                                  -0-
    REPORTING                                                                   
      PERSON        9    SOLE DISPOSITIVE POWER
       WITH                                  -0-
                                                                                
                    10   SHARED DISPOSITIVE POWER
                                             -0-
                                                                                
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                       -0-
                                                                                
  12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
       (See Instructions)                                                    [_]

                                                                                
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                                       0%
                                                                                
  14   TYPE OF REPORTING PERSON (See Instructions)

                                       OO

 

 


                                  SCHEDULE 13D

                                                                                

 CUSIP No. 950240101                                        PAGE 11 OF 16 PAGES
                                                                                
                                                                                
  1    NAMES OF REPORTING PERSONS
       IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

                              Goldman, Sachs & Co.
                                                                                
  2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_]
                                                                           (b) [_]

                                                                                
  3    SEC USE ONLY

                                                                                
  4    SOURCE OF FUNDS (See Instructions)

                                       OO
                                                                                
  5    CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
       ITEMS 2(d) OR 2(e)                                                    [X]

                                                                                
  6    CITIZENSHIP OR PLACE OF ORGANIZATION

                                    New York
                                                                                
    NUMBER OF       7    SOLE VOTING POWER
      SHARES                                 -0-
   BENEFICIALLY                                                                 
     OWNED BY       8    SHARED VOTING POWER
       EACH                                  -0-
    REPORTING                                                                   
      PERSON        9    SOLE DISPOSITIVE POWER
       WITH                                  -0-
                                                                                
                    10   SHARED DISPOSITIVE POWER
                                             -0-
                                                                                
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                       -0-
                                                                                
  12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
       (See Instructions)                                                    [_]

                                                                                
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                                       0%
                                                                                
  14   TYPE OF REPORTING PERSON (See Instructions)

                                    PN/BD/IA

 

 


                                  SCHEDULE 13D

                                                                                

 CUSIP No. 950240101                                        PAGE 12 OF 16 PAGES
                                                                                
                                                                                
  1    NAMES OF REPORTING PERSONS
       IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

                         The Goldman Sachs Group, Inc.
                                                                                
  2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_]
                                                                           (b) [_]

                                                                                
  3    SEC USE ONLY

                                                                                
  4    SOURCE OF FUNDS (See Instructions)

                                       OO
                                                                                
  5    CHECK 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                                                                 
     OWNED BY       8    SHARED VOTING POWER
       EACH                                  -0-
    REPORTING                                                                   
      PERSON        9    SOLE DISPOSITIVE POWER
       WITH                                  -0-
                                                                                
                    10   SHARED DISPOSITIVE POWER
                                             -0-
                                                                                
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                       -0-
                                                                                
  12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
       (See Instructions)                                                    [_]

                                                                                
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                                       0%
                                                                                
  14   TYPE OF REPORTING PERSON (See Instructions)

                                     HC/CO

 

 

CUSIP No. 950240101 PAGE 13 OF 16 PAGES

 

             WHWEL Real Estate Limited Partnership, WHATR Gen-Par, Inc., Whitehall Street Real Estate Limited Partnership VII, WH Advisors, L.L.C. VII, Whitehall Street Real Estate Limited Partnership V, WH Advisors, L.L.C. V, W/W Group Holdings, L.L.C., Whitehall Street Real Estate Limited Partnership XI, WH Advisors, L.L.C. XI , Goldman, Sachs & Co. and The Goldman Sachs Group, Inc. hereby amend the report on Schedule 13D, dated August 28, 1997, as amended by Amendment No. 1 thereto dated May 14, 1997, as amended by Amendment No. 2 thereto dated May 14, 1998, as amended by Amendment No. 3 thereto dated June 7, 1999, as amended by Amendment No. 4 thereto dated April 4, 2000, as amended by Amendment No. 5 thereto dated August 10, 2000, as amended by Amendment No. 6 dated September 28, 2000, as amended by Amendment No. 7 dated October 23, 2000, as amended by Amendment No. 8 dated October 26, 2000, and as further amended by Amendment No. 9 dated December 22, 2000 (as so amended, the “Schedule 13D”), filed in respect of shares of common stock, par value $0.01 per share, of Wellsford Real Properties, Inc., a Maryland corporation. Capitalized terms used but not defined herein shall have the meaning attributed to such terms in the Schedule 13D.

Item 5. Interest in Securities of the Issuer.

             Item 5(a) of the Schedule 13D is hereby amended by adding the following paragraph at the end thereof:

               After giving effect to the transactions contemplated by the Amendment and other agreements relating thereto, as previously described in this Schedule 13D, none of the Reporting Persons is the beneficial owner of any of the outstanding Common Stock.

             Item 5 of the Schedule 13D is hereby amended by adding the following as clause (e) thereof:

               Effective as of December 21, 2000, after giving effect to the transactions contemplated in the Amendment and other agreements relating thereto, as previously described in this Schedule 13D, each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the outstanding Common Stock.

 

 

CUSIP No. 950240101 PAGE 14 OF 16 PAGES

 

SIGNATURE

                Each Reporting Person certifies that, after reasonable inquiry and to the best of such Reporting Person’s knowledge and belief, the information set forth in this Statement is true, complete and correct.

Dated: January 4, 2001 WHWEL REAL ESTATE LIMITED
PARTNERSHIP

By:  WHATR Gen-Par, Inc.
   By: /s/ Susan L. Sack
     
      Name:
Title: 		Susan L. Sack
Vice President


Dated: January 4, 2001 WHATR GEN-PAR, INC.
   By: /s/ Susan L. Sack
     
      Name:
Title: 		Susan L. Sack
Vice President


Dated: January 4, 2001 WHITEHALL STREET REAL ESTATE
LIMITED PARTNERSHIP VII

By:  WH Advisors, L.L.C. VII
   By: /s/ Susan L. Sack
     
      Name:
Title: 		Susan L. Sack
Vice President


Dated: January 4, 2001 WH ADVISORS, L.L.C. VII
   By: /s/ Susan L. Sack
     
      Name:
Title: 		Susan L. Sack
Vice President


 

 

CUSIP No. 950240101 PAGE 15 OF 16 PAGES

 

Dated: January 4, 2001 WHITEHALL STREET REAL ESTATE
LIMITED PARTNERSHIP V

By:  WH Advisors, L.L.C. V
   By: /s/ Susan L. Sack
     
      Name:
Title: 		Susan L. Sack
Vice President


Dated: January 4, 2001 WH ADVISORS, L.L.C. V
   By: /s/ Susan L. Sack
     
      Name:
Title: 		Susan L. Sack
Vice President


Dated: January 4, 2001 W/W GROUP HOLDINGS, L.L.C.
   By: /s/ Susan L. Sack
     
      Name:
Title: 		Susan L. Sack
Vice President


 

 

CUSIP No. 950240101 PAGE 16 OF 16 PAGES

 

Dated: January 4, 2001 WHITEHALL STREET REAL ESTATE
LIMITED PARTNERSHIP XI

By:  WH Advisors, L.L.C. XI
   By: /s/ Susan L. Sack
     
      Name:
Title: 		Susan L. Sack
Vice President


Dated: January 4, 2001 WH ADVISORS, L.L.C. XI
   By: /s/ Susan L. Sack
     
      Name:
Title: 		Susan L. Sack
Vice President


Dated: January 4, 2001 GOLDMAN, SACHS & CO.
   By: /s/ Goldman, Sachs & Co.
     
      Name:
Title: 		Ralph Rosenberg
Managing Director


Dated: January 4, 2001 THE GOLDMAN SACHS GROUP, INC.
   By: /s/ Katherine L. Nissenbaum
     
      Name:
Title: 		Katherine L. Nissenbaum
Attorney-in-Fact


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