-----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, PBfyCKCSwhAlwQDYLQnazIXGdcegB/wYiHFiQYxI+yx+cocmtSE5PCNukErt/xdS D93if/XmT1/1mXFWgPqCHg== 0001099281-04-000062.txt : 20040316 0001099281-04-000062.hdr.sgml : 20040316 20040316161959 ACCESSION NUMBER: 0001099281-04-000062 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040316 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: 1934 Act SEC FILE NUMBER: 005-51221 FILM NUMBER: 04672967 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: THIRD AVENUE MANAGEMENT LLC CENTRAL INDEX KEY: 0001099281 IRS NUMBER: 010690900 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 622 THIRD AVENUE STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128885222 MAIL ADDRESS: STREET 1: 622 THIRD AVENUE STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: EQSF ADVISERS INC DATE OF NAME CHANGE: 19991118 SC 13D/A 1 wrp03162004.htm

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
 

Wellsford Real Properties, Inc.
(Name of Issuer)

Common Stock, $.02 Par Value Per Share
(Title of Class of Securities)

950240200
(CUSIP Number)
 

Third Avenue Management LLC
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)

 March 12, 2004
(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 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
(EIN 01-0690900)

 
 

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
Shares
Beneficially
Owned by
Each
Reporting
Person With

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.

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.

 

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:
622 Third Avenue, 32nd Floor, New York, NY 10017

 

(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.

The Reporting Person has the ability to vote either directly or indirectly all shares of Common Stock held Third Avenue Funds, Third Avenue Small Cap Portfolio of the Met  Investors Series Trust, and most separately managed portfolios listed above in this Item 3. For sub-advisory relationships, the Reporting Person instructs the primary advisor on how to vote shares; otherwise the Reporting Person will instruct each Fund's custodian on how to  vote fund shareholding positions. Each investment company may be deemed to be an affiliate of each other by virtue of the Reporting Person's discretionary management and control over its fund assets with the exception of certain separately managed accounts. In the case of certain separately managed accounts, voting authority is retained by the account holder, which is under no obligation to follow the Reporting Person's advice. Each investment company may be deemed to be an affiliate of each other by virtue of the Reporting Person's discretionary management and control over its fund assets.
 

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. Third Avenue Real Estate Value Fund


(a) Amount beneficially owned: 827,550 shares.

(b) Percent of class: 12.82%.

(c) Number of shares as to which such Reporting Person has:

     (i) Sole power to vote or direct the vote: 827,550

     (ii) Shared power to vote or direct the vote: 0

     (iii) Sole power to dispose or direct the disposition: 827,550

     (iv) Shared power to dispose or direct the disposition: 0



B. Third Avenue Value Portfolio of the Third Avenue Variable Series Trust

(a) Amount beneficially owned: 95,600

(b) Percent of class: 1.48%

(c) Number of shares as to which such Reporting Person has:

     (i) Sole power to vote or direct the vote: 95,600

     (ii) Shared power to vote or direct the vote: 0

     (iii) Sole power to dispose or direct the disposition: 95,600

     (iv) Shared power to dispose or direct the disposition: 0



C. Third Avenue Small Cap Value Fund

(a) Amount beneficially owned: 343,000

(b) Percent of class: 5.31%

(c) Number of shares as to which such Reporting Person has:

     (i) Sole power to vote or direct the vote: 343,000

     (ii) Shared power to vote or direct the vote: 0

     (iii) Sole power to dispose or direct the disposition: 343,000

     (iv) Shared power to dispose or direct the disposition: 0



D. Third Avenue Small Cap Portfolio of the Met Investors Series Trust

(a) Amount beneficially owned: 279,100

(b) Percent of class: 4.32%

(c) Number of shares as to which such Reporting Person has:

     (i) Sole power to vote or direct the vote: 279,100

     (ii) Shared power to vote or direct the vote: 0

     (iii) Sole power to dispose or direct the disposition: 279,100

     (iv) Shared power to dispose or direct the disposition: 0


E. Third Avenue Management LLC Separately Managed Accounts

(a) Amount beneficially owned: 48,750

(b) Percent of class: 0.76%

(c) Number of shares as to which such Reporting Person has:

     (i) Sole power to vote or direct the vote: 44,900

     (ii) Shared power to vote or direct the vote: 0

     (iii) Sole power to dispose or direct the disposition: 48,750

     (iv) Shared power to dispose or direct the disposition: 0

 

 

(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

 

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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