-----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, Ie7qL2C7bvjKkx/dp0fUsbOQB0z4mCi3DPCI1XfwffGJvCCRNrAcapzUd3foKw10 5dfgQ3CEDmRyk/4izpVLNQ== 0001021408-01-505586.txt : 20010820 0001021408-01-505586.hdr.sgml : 20010820 ACCESSION NUMBER: 0001021408-01-505586 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010817 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: G&L REALTY CORP CENTRAL INDEX KEY: 0000912240 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 954449388 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42963 FILM NUMBER: 1718156 BUSINESS ADDRESS: STREET 1: 439 N BEDFORD DR CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 3102739930 MAIL ADDRESS: STREET 1: 439 NORTH BEDFORD DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90210 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOTTLIEB DANIEL M CENTRAL INDEX KEY: 0000934393 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 439 NORTH BEDFORD DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 3102739930 MAIL ADDRESS: STREET 1: 439 NORTH BEDFORD DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90210 SC 13D/A 1 dsc13da.txt SCHEDULE 13/D AMENDMENT #4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4)* G&L Realty Corp. --------------------------------------------------------------------------- (Name of Issuer) Common Stock 10.25% Series A Cumulative Preferred Stock 9.8% Series B Cumulative Preferred Stock --------------------------------------------------------------------------- (Title of Class of Securities) 361271109 361271208 361271307 (CUSIP Number) Daniel M. Gottlieb c/o G&L Realty Corp. 439 North Bedford Drive Beverly Hills, California 90210 Telephone No. (310) 273-9930 --------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 15, 2001 --------------------------------------------------------------------------- (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 (S)(S) 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [_]1. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See (S) 240.13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 7 Pages) _________________________ *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 NOS. 361271109 / 361271208 / 361271307 PAGE 2 OF 5 PAGES - ---------------------------------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Daniel M. Gottlieb - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [X] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 OO - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED 5 PURSUANT TO ITEMS 2(d) or 2(e) [_] - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 765,593 shares of Common Stock SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 -0- OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 765,593 shares of Common Stock PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 -0- - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 765,593 shares of Common Stock - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 24.5% of the outstanding shares of Common Stock - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 IN - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 2 of 5 pages The Schedule 13D, dated December 16, 1993, filed by Steven D. Lebowitz, as amended by the Amendment No. 1 to Schedule 13D, dated December 16, 1994, as amended and restated by Amendment No. 2 to Schedule 13D, dated April 25, 2001 as amended by Amendment No. 3 to Schedule 13D, dated May 21, 2001, is hereby further supplemented by this Amendment No. 4. Capitalized terms used herein without definition shall have the meanings given to them in prior filings. Item 5. Interest in Securities of the Issuer. On August 1, 2001, G&L Realty Partnership, LP (the "Operating Partnership") issued 272,233 shares of Common Stock of G&L Realty Corp. (the "Issuer") to Mr. Gottlieb in connection with the exchange of 272,233 limited partnership units (the "Units") in the Operating Partnership held by Mr. Gottlieb. A copy of the Redemption Agreement by and among the Operating Partnership, Daniel M. Gottlieb and Steven D. Lebowitz dated as of August 1, 2001 is attached hereto as Exhibit 1, and is incorporated herein by reference. In addition, on August 15, 2001, the Operating Partnership issued 14,138 shares of Common Stock of the Issuer to Mr. Gottlieb in connection with the exchange of 14,138 Units held by Mr. Gottlieb. A copy of the Redemption Agreement by and among the Operating Partnership, Daniel M. Gottlieb and Steven D. Lebowitz dated as August 15, 2001 is attached hereto as Exhibit 2, and is incorporated herein by reference. Mr. Gottlieb currently beneficially owns 765,593 shares of Common Stock, including options to purchase 83,500 shares of Common Stock. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit No. Description - ----------- ----------- 1 Redemption Agreement dated August 1, 2001 by and among G&L Realty Partnership, LP, Daniel M. Gottlieb and Steven D. Lebowitz 2 Redemption Agreement dated August 15, 2001 by and among G&L Realty Partnership, LP, Daniel M. Gottlieb and Steven D. Lebowitz
Page 3 of 5 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. Dated: August 17, 2001 /s/ Daniel M. Gottlieb -------------------------- Daniel M. Gottlieb Page 4 of 5 EXHIBIT INDEX
Exhibit No. Description - ----------- ----------- 1 Redemption Agreement dated August 1, 2001 by and among G&L Realty Partnership, LP, Daniel M. Gottlieb and Steven D. Lebowitz 2 Redemption Agreement dated August 15, 2001 by and among G&L Realty Partnership, LP, Daniel M. Gottlieb and Steven D. Lebowitz
EX-1 3 dex1.txt REDEMPTION AGREEMENT DATED AUGUST 1, 2001 EXHIBIT 1 REDEMPTION AGREEMENT -------------------- This Redemption Agreement (this "Agreement") is entered into as of August 1, 2001, by and among G&L Realty Partnership , L.P. (the "Partnership"), Daniel M. Gottlieb and Steven D. Lebowitz (each a "Partner" and, collectively, the "Partners"). RECITALS -------- WHEREAS, each Partner is a limited partner under the Agreement of Limited Partnership of G&L Realty Partnership, L.P., dated as of November 15, 1993, as amended through the date hereof (the "Partnership Agreement"); WHEREAS, each Partner desires to have the number of Partnership Units set forth opposite his name on Schedule 1 hereto (collectively, the "Redeemed Units") redeemed by the Partnership and the Partnership desires to redeem such Redeemed Units for the property set forth herein; NOW THEREFORE, in consideration of and subject to the mutual agreements, terms and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: AGREEMENT --------- 1. Effective as of the date of this Agreement, the Partnership hereby redeems and repurchases from the Partners, and the Partners hereby transfer and convey to the Partnership, the Redeemed Units. Each Partner acknowledges receipt from the Partnership of the number of shares of common stock of G&L Realty Corp., par value $.01 per share ("Shares"), set forth opposite his name on Schedule 1 hereto representing payment in full of the purchase price for the Redeemed Units. 2. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but such counterparts together shall constitute one and the same instrument. 3. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (without regard to the choice of law provisions thereof). 4. After the date hereof, each party hereto shall take such other actions as the other parties may reasonably request to consummate or implement the transactions contemplated hereby or to evidence such events or matters. 5. Representations and Warranties of the Partners: Each Partner, with respect to himself, hereby represents and warrants to the Partnership as follows: (i) The Partner understands that (a) the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act") , or the securities or Blue Sky laws of any state, (b) the Shares are being offered and sold in reliance on exemptions from the registration requirements of the Securities Act and such state laws, and (c) the Partnership is relying to a material degree on the representations and warranties contained herein to determine whether it may distribute the Shares to the Partners pursuant to such exemption. (ii) The Partner has such knowledge and experience in financial, tax and business matters so as to enable the Partner to evaluate the merits and risks of this investment and to make an informed investment decision with respect thereto. (iii) The Partner is an "accredited investor" as such term is defined under Rule 501 of Regulation D of the General Rules and Regulations under the Securities Act of 1933. (iv) The Partner is acquiring the Shares for the Partner's own account for investment only, and not with a view towards their distribution. The Partner understands and acknowledges that the Shares may not be offered, sold or otherwise transferred except in compliance with the registration requirements of the Securities Act, or any other applicable securities law, or pursuant to an exemption therefrom or in a transaction not subject thereto, and the Shares will bear a legend to that effect. IN WITNESS WHEREOF, this Agreement has been duly executed and delivered as of the date first above written. G&L REALTY PARTNERSHIP, L.P. By: G&L Realty Corp., its general partner By: ______________________________ Name: Title: ____________________________________ DANIEL M. GOTTLIEB ____________________________________ STEVEN D. LEBOWITZ SCHEDULE 1 ---------- Name Redeemed Units Shares Received ---- -------------- --------------- Daniel M. Gottlieb 272,233 272,233 Steven D. Lebowitz 205,621 205,621 ------- ------- 477,854 477,854 EX-2 4 dex2.txt REDEMPTION AGREEMENT DATED AUGUST 15, 2001 EXHIBIT 2 REDEMPTION AGREEMENT -------------------- This Redemption Agreement (this "Agreement") is entered into as of August 15, 2001, by and among G&L Realty Partnership , L.P. (the "Partnership"), Daniel M. Gottlieb and Steven D. Lebowitz (each a "Partner" and, collectively, the "Partners"). RECITALS -------- WHEREAS, each Partner is a limited partner under the Agreement of Limited Partnership of G&L Realty Partnership, L.P., dated as of November 15, 1993, as amended through the date hereof (the "Partnership Agreement"); WHEREAS, each Partner desires to have the number of Partnership Units set forth opposite his name on Schedule 1 hereto (collectively, the "Redeemed Units") redeemed by the Partnership and the Partnership desires to redeem such Redeemed Units for the property set forth herein; NOW THEREFORE, in consideration of and subject to the mutual agreements, terms and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: AGREEMENT --------- 1. Effective as of the date of this Agreement, the Partnership hereby redeems and repurchases from the Partners, and the Partners hereby transfer and convey to the Partnership, the Redeemed Units. Each Partner acknowledges receipt from the Partnership of the number of shares of common stock of G&L Realty Corp., par value $.01 per share ("Shares"), set forth opposite his name on Schedule 1 hereto representing payment in full of the purchase price for the Redeemed Units. 2. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but such counterparts together shall constitute one and the same instrument. 3. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (without regard to the choice of law provisions thereof). 4. After the date hereof, each party hereto shall take such other actions as the other parties may reasonably request to consummate or implement the transactions contemplated hereby or to evidence such events or matters. 5. Representations and Warranties of the Partners: Each Partner, with respect to himself, hereby represents and warrants to the Partnership as follows: (i) The Partner understands that (a) the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act") , or the securities or Blue Sky laws of any state, (b) the Shares are being offered and sold in reliance on exemptions from the registration requirements of the Securities Act and such state laws, and (c) the Partnership is relying to a material degree on the representations and warranties contained herein to determine whether it may distribute the Shares to the Partners pursuant to such exemption. (ii) The Partner has such knowledge and experience in financial, tax and business matters so as to enable the Partner to evaluate the merits and risks of this investment and to make an informed investment decision with respect thereto. (iii) The Partner is an "accredited investor" as such term is defined under Rule 501 of Regulation D of the General Rules and Regulations under the Securities Act of 1933. (iv) The Partner is acquiring the Shares for the Partner's own account for investment only, and not with a view towards their distribution. The Partner understands and acknowledges that the Shares may not be offered, sold or otherwise transferred except in compliance with the registration requirements of the Securities Act, or any other applicable securities law, or pursuant to an exemption therefrom or in a transaction not subject thereto, and the Shares will bear a legend to that effect. IN WITNESS WHEREOF, this Agreement has been duly executed and delivered as of the date first above written. G&L REALTY PARTNERSHIP, L.P. By: G&L Realty Corp., its general partner By: _____________________________ Name: Title: ____________________________________ DANIEL M. GOTTLIEB ____________________________________ STEVEN D. LEBOWITZ SCHEDULE 1 ---------- Name Redeemed Units Shares Received ---- -------------- --------------- Daniel M. Gottlieb 14,138 14,138 Steven D. Lebowitz 45,862 45,862 ------ ------ 60,000 60,000 -----END PRIVACY-ENHANCED MESSAGE-----