-----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, O+6c1fM0cPFg0eNsPSFhc7xsXYZ0TvOE6mgq3tWdAvVy7xHXs5gG8ZqwlvlMKisj 490x7nvCqEl7ur9nnFQk2A== 0000921530-99-000034.txt : 19990212 0000921530-99-000034.hdr.sgml : 19990212 ACCESSION NUMBER: 0000921530-99-000034 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990211 GROUP MEMBERS: ANGELO GORDON & CO LP GROUP MEMBERS: JOHN M. ANGELO GROUP MEMBERS: MICHAEL L. GORDON 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 13G/A SEC ACT: SEC FILE NUMBER: 005-51221 FILM NUMBER: 99531238 BUSINESS ADDRESS: STREET 1: 610 FIFTH AVENUE SEVENTH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2123332300 MAIL ADDRESS: STREET 1: 610 FIFTH AVENUE SEVENTH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ANGELO GORDON & CO LP CENTRAL INDEX KEY: 0000937789 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133478879 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 212-692-20 MAIL ADDRESS: STREET 1: 245 PARK AVENUE 26TH FL CITY: NEW YORK STATE: NY ZIP: 10167 SC 13G/A 1 AM # 1 TO SC 13G RE WELLSFORD REAL PROPERTIES, INC 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, $0.01 Par Value ------------------------------------------ (Title of Class of Securities) 950241109 ---------------------- (CUSIP Number) Check the following box if a fee is being paid with the statement [X]. (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) *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 disclosure 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). Continued on following page(s) Page 1 of 12 Pages Exhibit Index: Page 10 SCHEDULE 13G CUSIP No. 950241109 Page 2 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person ANGELO, GORDON & CO., L.P. 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 5 Sole Voting Power Number of 1,015,540 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 1,015,540 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,015,540 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*[_] 11 Percent of Class Represented By Amount in Row (9) 5.1% 12 Type of Reporting Person* BD, IA, PN SCHEDULE 13G CUSIP No. 950241109 Page 3 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person JOHN M. ANGELO 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 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 1,015,540 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 1,015,540 9 Aggregate Amount Beneficially Owned by Each Reporting Person 0 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*[_] 11 Percent of Class Represented By Amount in Row (9) 0.0% 12 Type of Reporting Person* IN, HC SCHEDULE 13G CUSIP No. 950241109 Page 4 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person MICHAEL L. GORDON 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 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 1,015,540 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 1,015,540 9 Aggregate Amount Beneficially Owned by Each Reporting Person 0 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*[_] 11 Percent of Class Represented By Amount in Row (9) 0.0% 12 Type of Reporting Person* IN, HC Page 5 Item 1(a) Name of Issuer: Wellsford Real Properties, Inc. (the "Issuer"). Item 1(b) Address of the Issuer's Principal Executive Offices: 610 Fifth Avenue, New York, New York 10020. Item 2(a) Name of Person Filing: This statement is filed on behalf of the following reporting persons (the "Reporting Persons"): (i) Angelo, Gordon & Co., L.P. ("Angelo, Gordon"), (ii) John M. Angelo, in his capacities as a general partner of AG Partners, L.P., the sole general partner of Angelo, Gordon, and the chief executive officer of Angelo, Gordon and (iii) Michael L. Gordon, in his capacities as the other general partner of AG Partners, L.P., the sole general partner of Angelo, Gordon, and the chief operating officer of Angelo, Gordon. Item 2(b) Address of Principal Business Office or, if none, Residence: (i) The principal business office of Angelo, Gordon is located at 245 Park Avenue, New York, NY 10167. (ii) The address of the principal business office of Mr. Angelo is 245 Park Avenue, New York, NY 10167. (iii)The address of the principal business office of Mr. Gordon is 245 Park Avenue, New York, NY 10167. Item 2(c) Citizenship: (i) Angelo, Gordon is a Delaware limited partnership. (ii) Mr. Angelo is a citizen of the United States. (iii) Mr. Gordon is a citizen of the United States. Item 2(d) Title of Class of Securities: Common Stock, $0.01 par value (the "Shares"). Item 2(e) CUSIP Number: 950241109 Page 6 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: (i) Angelo, Gordon is a broker-dealer registered under Section 15 of the Act and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. (ii) Mr. Angelo is a control person of Angelo, Gordon. (iii)Mr. Gordon is a control person of Angelo, Gordon. Item 4. Ownership: (a) Amount Beneficially Owned: (i) As of December 31, 1998, Angelo, Gordon may be deemed to be the beneficial owner of 1,015,540 Shares as a result of voting and dispositive powers that it held with respect to the 20,780 Shares held for its own account, the 158,260 Shares held for the account of fifteen private investment funds for which it acts as general partner and/or investment adviser, and as the holder of an irrevocable proxy for 836,550 Shares held by Mutual Qualified Fund. (ii) Mr. Angelo may be considered a beneficial owner of the 1,015,540 Shares deemed to be beneficially owned by Angelo, Gordon referred to in paragraph (a)(i) above. Mr. Angelo is the chief executive officer of Angelo, Gordon and is a general partner of AG Partners, L.P., the sole general partner of Angelo, Gordon. (iii)Mr. Gordon may be considered a beneficial owner of the 1,015,540 Shares deemed to be beneficially owned by Angelo, Gordon referred to in paragraph (a)(i) above. Mr. Gordon is the chief operating officer of Angelo, Gordon and is the other general partner of AG Partners, L.P., the sole general partner of Angelo, Gordon. (b) Percent of Class: The number of Shares deemed to be beneficially owned by Angelo, Gordon constitute 5.1% of the total number of Shares outstanding. Page 7 (c) Number of shares as to which such person has:
Angelo, Gordon Mr. Angelo Mr. Gordon -------------- ---------- ---------- (i) sole power to vote or to direct the vote: 1,015,540 0 0 (ii) shared power to vote or to direct the vote: 0 1,015,540 1,015,540 (iii) sole power to dispose or to direct the disposition of: 1,015,540 0 0 (iv) shared power to dispose or to direct the disposition of: 0 1,015,540 1,015,540
Item 5. Ownership of Five Percent or Less of a Class: This Item 5 is not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person: The limited partners of (or investors in) each of fifteen funds for which Angelo, Gordon acts as general partner and/or investment adviser have the right to participate in the receipt of dividends from, or proceeds from the sale of, securities held by their respective funds (including the Shares) in accordance with their respective limited partnership interests (or investment percentages) in their respective funds. Mutual Qualified Fund has retained all rights with respect to the 836,550 Shares over which Angelo, Gordon holds the proxy referred to in Item 4(a)(i) hereof, other than the right to vote with respect to such Shares. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported On by the Parent Holding Company: See Exhibit B. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Item 9. Notice of Dissolution of Group: This Item 9 is not applicable. Page 8 Item 10. Certification: By signing below each of the Reporting Persons certifies that, to the best of such person's knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. Page 9 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: February 11, 1999 ANGELO, GORDON & CO., L.P. By: AG Partners, L.P. General Partner By: /s/ Michael L. Gordon ---------------------------------------- Name: Michael L. Gordon Title: General Partner Dated: February 11, 1999 /s/ John M. Angelo -------------------------------------------------- JOHN M. ANGELO Dated: February 11, 1999 /s/ Michael L. Gordon -------------------------------------------------- MICHAEL L. GORDON Page 10 EXHIBITS Page A. Joint Filing Agreement, dated February 12, 1998 by and among Angelo, Gordon & Co., L.P., Mr. John M. Angelo and Mr. Michael L. Gordon...................................11 B. Item 7 disclosure..................................................12 EX-99.A 2 JOINT FILING AGREEMENT Page 11 EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Wellsford Real Properties, Inc. dated February 12, 1998 is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934. Dated: February 12, 1998 ANGELO, GORDON & CO., L.P. By: AG Partners, L.P. General Partner By: /s/ Michael L. Gordon ---------------------------------------- Name: Michael L. Gordon Title: General Partner Dated: February 12, 1998 /s/ John M. Angelo -------------------------------------------------- JOHN M. ANGELO Dated: February 12, 1998 /s/ Michael L. Gordon -------------------------------------------------- MICHAEL L. GORDON EX-99.B 3 ITEM 7 Page 12 EXHIBIT B ITEM 7 Angelo, Gordon is the relevant entity for which Mr. Angelo and Mr. Gordon may each be considered a control person. Angelo, Gordon is a broker-dealer registered under Section 15 of the Act and an investment adviser registered under the Investment Advisers Act of 1940. -----END PRIVACY-ENHANCED MESSAGE-----