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Proc-Type: 2001,MIC-CLEAR
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OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden UNITED STATES SCHEDULE 13D/A Under the Securities Exchange Act of 1934 Wellsford Real Properties, Inc. Common Stock, $.02 Par Value Per Share 950240200 Third Avenue Management LLC March 12, 2004 If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of
§§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] CUSIP No. 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only): THIRD AVENUE MANAGEMENT LLC 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): WC 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e)
[ ] 6. Citizenship or Place of Organization: United States Number of 7. Sole Voting Power: 1,590,150 8. Shared Voting Power: 0 9. Sole Dispositive Power: 1,594,000 10. Shared Dispositive Power: 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,594,000 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11): 24.7%(1) 14. Type of Reporting Person (See Instructions): IA
1) The percentages in this Schedule 13D/A are
calculated based upon 6,456,850 (including 169,903 of class A-1
common stock) shares of Common Stock issued and outstanding as of March
9,2004, as reflected in the Company's 10-K dated March 9, 2004
as filed with the Securities and Exchange Commission on March 12, 2004.
hours per response. . . 11
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
Attn: Mr. David Barse
622 Third Avenue, 32nd Floor
New York, NY 10017
(212) 888-2290
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
(Date of Event which Requires Filing of this Statement)
(EIN 01-0690900)
[ ]
[ ]
Shares
Beneficially
Owned by
Each
Reporting
Person With
Item 1. |
Security and Issuer |
|
This Schedule 13D relates to the Common Stock and is being filed pursuant to Rules 13d-1 and 13d-5 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The address of the principal executive offices of the Company is 535 Madison Avenue, 26th Floor, New York, NY 10022. |
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Item 2. |
Identity and Background |
|
(a) |
This statement is filed by the Reporting Person. |
|
(b) |
The address of the principal business and principal office is: |
|
(c) |
The principal business of the Reporting Person, a registered investment advisor under Section 203 of the Investment Advisors Act of 1940, is to invest funds on a discretionary basis on behalf of investment companies registered under the Investment Company Act of 1940, and on behalf of individually managed separate accounts. |
|
(d) |
Neither the Reporting Person nor, to the best of its knowledge, any of its management committee members, executive officers, or members has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
|
(f) |
The Reporting Person is a limited liability company organized under the laws of the State of Delaware. |
|
Item 3. |
Source and Amount of Funds or Other Consideration |
|
The Reporting Person is a registered investment adviser that acts as direct
adviser to certain investment companies, as a sub-adviser to certain other
investment companies, and as an adviser to separately managed accounts. Certain
portfolios of these investment companies have used working capital to purchase
shares of the Company upon the orders of the Reporting Person acting as adviser
or sub-adviser. Third Avenue Value Portfolio of the Third Avenue Variable
Series Trust , an investment
company registered under the Investment Company Act of 1940 has expended
$1,671,030 to acquire 95,600 shares of Common Stock; Third Avenue Value
Small Cap Value Fund, an investment company registered
under the Investment Company Act of 1940, has expended $7,014,376 to acquire
343,000 shares of Common Stock; Third Avenue Real Estate Value Fund, and
investment company registered under the Investment Company Act of 1940 has
expended $15,830,414 to acquire 827,550 shares of Common Stock; Third Avenue
Small Cap Portfolio of the Met Investors Series Trust, an investment company
registered under the Investment Company Act of 1940, has expended
$4,652,654 to acquire 279,100 shares of Common Stock; and
various separately managed account for whom TAM acts as investment advisor has
expended $877,216 to acquire 48,750 shares of Common Stock. |
||
Item 4. |
Purpose of Transaction |
|
No modification from previous filing. | ||
Item 5. |
Interest in Securities of the Issuer |
|
(a) & (b) |
The Reporting Person possesses voting and dispositive control
over shares of Common Stock held by the Investment Companies named in this
Schedule 13D under its discretionary authority. The Reporting Person is either
the sole investment advisor, sub-investment advisor, or part of a team of other
investment advisors who manage investment companies. The percentages used in
this Item 5 and in the rest of this Schedule 13D are calculated based upon
6,456,850 shares of Common Stock (including 169,903 shares of class A-1 common
stock) issued and outstanding as of March 9, 2004, as reflected in the
Company's Form 10-K dated March 9, 2004 as filed with the Securities
and Exchange Commission on March 12, 2004. |
|
|
(a) Amount beneficially owned: 343,000 |
|
(c) |
During the last sixty days there were no transactions in the Common Stock effected by the investment companies named above, nor, to the best of their knowledge, any of their directors, executive officers, or members. However as of the close of business March 12, 2004, TAM was no longer the sub-investment adviser to American Express Partners Small Cap Value Fund and American Express Variable Portfolio-Partners Small Cap Value Fund. | |
(d) |
No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such Common Stock other than the investment companies named above. |
|
(e) |
Not Applicable. |
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
|
Not Applicable |
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Item 7. |
Material to Be Filed as Exhibits |
|
Not Applicable. |
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.
Date: March 16, 2004 |
Signature: /s/ Martin J. Whitman |
Name/Title: Martin J. Whitman, Co-Chief Investment Officer |
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