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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
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)
February 3, 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. |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): |
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THIRD AVENUE MANAGEMENT LLC |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
[ ] | ||
(b) |
[ ] | ||
3. |
SEC Use Only |
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4. |
Source of Funds (See Instructions): WC |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] |
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6. |
Citizenship or Place of Organization: United States |
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Number of |
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7. |
Sole Voting Power: 1,590,150 |
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8. |
Shared Voting Power: 0 |
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9. |
Sole Dispositive Power: 1,936,600 |
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10. |
Shared Dispositive Power: 0 |
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person: 1,936,000 |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] |
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13. |
Percent of Class Represented by Amount in Row (11): 30.0%(1) |
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14. |
Type of Reporting Person (See Instructions): IA |
1) The percentages in this Schedule 13D are calculated based upon 6,455,994 (including 169,903 of class A-1 common stock) shares of Common Stock issued and outstanding as of November 13, 2003, as reflected in the Company's Annual Report Form 10-Q as filed with the Securities and Exchange Commission on November 13, 2003.
This statement on Schedule 13D (this
"Schedule 13D") is being filed by Third Avenue Management LLC ( the "Reporting
Person")
and related to the common stock, $.02 par value per share (the "Common Stock"),
of Wellsford Real Properties, Inc. a Maryland corporation (the "Company").
This Schedule 13D supercedes the Schedule 13G initially field by the Reporting
Person on September 13, 2001 (as subsequently amended) with respect to the
Common Stock.
Item 1. |
Security and Issuer |
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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 |
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(a) |
This statement is filed by the Reporting Person. |
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(b) |
The address of the principal business and principal office is: |
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(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. |
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(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). |
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(f) |
The Reporting Person is a limited liability company organized under the laws of the State of Delaware. |
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Item 3. |
Source and Amount of Funds or Other Consideration |
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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; American Express
Partners Small Cap Value Fund, and investment company registered under the
Investment Company Act of 1940, has expended $5,084,318 to acquire 292,300
shares of Common Stock; American Express Variable Portfolio Partners Small Cap
Value Fund, an investment company registered under the Investment Company Act of
1940, has expended $944,615 to acquire 50,300 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. |
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Item 4. |
Purpose of Transaction |
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TAM has been contacted by a third party interested in discussing the possibility of an acquisition of the Securities of
TAM's clients in a transaction which could include an acquisition of all outstanding Securities of the Issuer. To obtain the flexibility to discuss these possible transactions with
this third party or other third parties and with the Issuer's management, TAM is accordingly converting its ownership filing on Schedule 13G to a filing on Schedule 13D. Such conversion should not be interpreted as an indication that
TAM has changed its position with respect to being supportive of management of the Issuer or
that TAM has initiated discussions concerning ay potential transaction. Instead, this conversion is intended to provide
TAM with the flexibility to listen to and discuss these proposals with the respective third parties and with management of the Issuer, as a means of fulfilling its fiduciary duties to its clients. As the result of this filing on Schedule 13D, and depending on the
circumstances, TAM and its clients could support or be involved in one or more of the transactions described in clauses (a) through (c) and clauses (e) through (j) of Item 4 of the Schedule 13D form, which are as follows: |
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Item 5. |
Interest in Securities of the Issuer |
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(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
6,455,994
shares of Common Stock (including 169,903 shares of class A-1 common stock) issued and outstanding as of November 13, 2003, as reflected in the
Company's Annual Report on Form 10-Q as filed with the Securities
and Exchange Commission on November 13, 2003. |
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(a) Amount beneficially owned: 343,000 F. American Express Variable
Portfolio-Partners Small Cap Value Fund G. Third Avenue Management LLC Separately Managed
Accounts |
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(c) |
Third Avenue Small Cap Portfolio of the Met Investors Series Trust Date Shares Purchased Shares Sold Price Per Share 12/23/2003 5,000 18.00 All of the transactions set forth above were effected in open market transactions. Transactions were executed on the NYSE, and this transaction was executed through its affiliated broker/dealer M.J. Whitman LLC. Except as set forth above, during during the last sixty days there were no other 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. |
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(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. |
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(e) |
Not Applicable. |
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
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Not Applicable |
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Item 7. |
Material to Be Filed as Exhibits |
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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: February 13, 2004 |
Signature: /s/ Martin J. Whitman |
Name/Title: Martin J. Whitman, Chariman and Co-Chief Investment Officer |