-----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, Ai4PfEB5L21Jf3hstq0hGdj03a4gIMCVyD2sb5o8HwlQTkiFas57g7COvf6x6Tec oMC888H/9o4KCS1cDydFxA== 0000899983-97-000009.txt : 19970912 0000899983-97-000009.hdr.sgml : 19970912 ACCESSION NUMBER: 0000899983-97-000009 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970829 SROS: NYSE GROUP MEMBERS: GOTHAM PARTNERS II, L.P. GROUP MEMBERS: GOTHAM PARTNERS LP /NY/ GROUP MEMBERS: GOTHAM PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LANDMARK LAND CO INC/DE CENTRAL INDEX KEY: 0000749028 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 770024129 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-35384 FILM NUMBER: 97673475 BUSINESS ADDRESS: STREET 1: 100 CLOCK TOWER PLACE STE 200 CITY: CARMEL STATE: CA ZIP: 93923 BUSINESS PHONE: 4086254060 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOTHAM PARTNERS LP /NY/ CENTRAL INDEX KEY: 0000899983 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 363593298 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 110 EAST 42ND ST 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2122860300 MAIL ADDRESS: STREET 1: 110 EAST 42 ND ST 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D 1 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Landmark Land Company, Inc. (Name of Issuer) Common Stock, $0.50 par value (Title of class of securities) 515062107 (CUSIP Number) Martin Nussbaum, Esq. Shereff, Friedman, Hoffman & Goodman LLP 919 Third Avenue New York, New York 10022 (212) 758-9500 (Name, address and telephone number of person authorized to receive notices and communications) August 29, 1997 (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 Rule 13d- 1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. (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.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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. 515062107 Page 2 of 3 To the extent set forth herein, this Amendment No. 1 amends and supplements the statement on Schedule 13D (the "Schedule 13D") filed by Gotham Partners, L.P. and Gotham Partners II, L.P. (collectively referred to herein as the "Reporting Persons") relating to shares of Common Stock, $0.50 par value, of Landmark Land Company, Inc. (the "Company"). Item 4. Purpose of the Transaction The Reporting Persons acquired the Common Stock as a speculative Investment. The Reporting Persons note that although the Company is registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company has not filed any periodic or other reports with the Securities and Exchange Commission since its Form 10-Q for the quarter ended September 30, 1991, but other information concerning the Company is publicly available. The Reporting Persons pursue an investment objective that seeks capital appreciation. In pursuing this investment objective, the Reporting Persons intend, to the extent that the information is available, to continuously evaluate the Company and its prospects, as well as general economic, financial and industry conditions, the securities markets, legal developments, other developments and other investment opportunities. The Reporting Persons note that the Common Stock does not trade in any established market, and no quotations for such shares of Common Stock are available. Subject to the foregoing factors and the availability (if any) of Common Stock and the price at which such Common Stock is available, the Reporting Persons currently intend to purchase additional shares of Common Stock and will consider all means available for purchasing shares, including private transactions or a tender for shares owned by members of the public. The Common Stock may be currently eligible, or as a result of purchases of Common Stock by the Reporting Persons or others become eligible, for deregistration under the Exchange Act, although to do so the Company must either be current on its periodic reporting requirements under the Exchange Act or obtain a waiver from the Securities and Exchange Commission. Except as set forth above, none of the Reporting Persons has any plans or proposals which would relate to or result in any of the matters set forth in items (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer As a result of a contract described below, Gotham owns 1,954,126 shares of Common Stock, representing an aggregate of approximately 24.42% of the outstanding Common Stock of the Company, and Gotham II owns 21,474 shares of Common Stock as of the date of this Statement, representing an aggregate of approximately .27% of the outstanding Common Stock of the Company. The percentages in this paragraph are calculated based upon 8,001,170 outstanding shares of Common Stock of the Company, as of February 11, 1991, as reported in the Company's Information Statement of Form 10 dated March 15, 1991. None of Section H, Karenina, DPB, Mr. Ackman or Mr. Berkowitz beneficially own any Common Stock (other than the Common Stock beneficially owned by Gotham and Gotham II). Gotham entered into a contract with World Financial Properties, L.P., as successor to Olympia & York Realty Corp., to purchase a total of 1,975,600 shares of Common Stock of the Company. On or about August 20, 1997, World Financial Properties, L.P. informed Gotham that it refused to consummate its contract to sell shares of the Company to Gotham. By complaint dated August 29, 1997, Gotham commenced an action against World Financial Properties, L.P. in the Supreme Court of the State of New York, County of New York, seeking to enforce the contract. PAGE 3 of 3 After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. August 29, 1997 GOTHAM PARTNERS, L.P. By: Section H Partners, L.P. its general partner By: Karenina Corporation, a general partner of Section H Partners, L.P. By: /s/ William A. Ackman William A. Ackman President GOTHAM PARTNERS II, L.P. By: Section H Partners, L.P. its general partner By: Karenina Corporation, a general partner of Section H Partners, L.P. By: /s/ William A. Ackman William A. Ackman President -----END PRIVACY-ENHANCED MESSAGE-----