Landmark Land CO Inc/De - Statement of Beneficial Ownership (SC 13D)
22 Mayo 2008 - 1:50PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. ___)
LANDMARK
LAND COMPANY, INC.
(Name
of Issuer)
Common
Stock, par value $0.50 per share
(Title
of Class of Securities)
(CUSIP
Number)
William
W. Vaughan, III
Landmark
Land Company, Inc.
2817
Crain Highway
Upper
Marlboro, MD 20774
(Name,
Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
(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 § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the
following box .
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1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BDV
Family, LLC
26-2458744
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b)
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS (See Instructions)
00
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
-0-
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8
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SHARED
VOTING POWER
-0-
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9
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SOLE
DISPOSITIVE POWER
1,962,078
(See Item 6)
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10
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SHARED
DISPOSITIVE POWER
-0-
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,962,078
(See Item 6)
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.93%
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14
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TYPE
OF REPORTING PERSON (See Instructions)
00
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Item
1.
Security and Issuer.
This
Amendment No. 1 to Schedule 13D relates to the common stock, par value $.50 per
share (the “Common Stock”) of the Issuer. The Issuer’s principal
executive offices are located at 2817 Crain Highway, Upper Marlboro, Maryland
20774.
Item
2.
Identity and
Background
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(a)
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This
statement is being filed by BDV Family, LLC, a Delaware limited liability
company (“Reporting Person”).
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(b)
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The
business address of the Reporting Person is 2817 Crain Highway, Upper
Marlboro, Maryland 20774.
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(c)
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The
principal business of the Reporting Person is to hold assets for the
benefit of its members.
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(d)
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During
the last five years, the Reporting Person has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
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(e)
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During
the last five years, the Reporting Person was not a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such
laws.
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Item
3.
Source and Amount of Funds or Other
Consideration.
The
Reporting Person purchased from Gerald G. Barton (“Barton”) 1,962,078 shares of
the common stock of the Issuer (the “Shares”) representing 25.93% of the
outstanding stock of the Issuer subject to a reservation by Barton of all voting
and dividend rights in and to the Shares until the death of the survivor of
Barton and his wife, Martha Jo Barton, for an aggregate purchase price of
$3,924,156. The payment to Barton for the beneficial interest in the
Shares was made in the form of two promissory notes drawn by the Reporting
Person having an aggregate principal amount of $3,924,156, with
interest accruing thereon at the rate of 2.74% per annum payable
annually. The notes are due and payable in full on or before nine
years from the date of the notes.
Item
4.
Purpose of Transaction
.
On May
22,, 2008, Reporting Person purchased certain beneficial interests in the Shares
from Barton for $3,924,156, the fair market value of the Shares. The
members of the Reporting Person are comprised of the ten grandchildren of Barton
and the managers of the Reporting Person are comprised of the three children of
Barton. The three children of Barton are Joann B. Vaughan, Martha B.
Doherty and G. Douglas Barton. Ms. Doherty and Mr. Barton are
officers and shareholders of the Issuer, with shareholdings in the Issuer of
503,207 and 504,507 common shares, respectively. Ms. Vaughan is the
spouse of William W. Vaughan, III who is an officer, director and shareholder of
the Issuer with shareholdings in the Issuer of 503,207 common
shares. Since the operating agreement of the Reporting Person states
that approval of at least two of the three managers is required to take any
action on behalf of the Reporting Person, no individual manager is considered to
be the beneficial owner of the Shares and each of the managers individually
disclaims beneficial ownership of the Shares. As a part of the
transaction, Barton retained the right to vote the Shares which were transferred
to the Reporting Person, as well as the right to receive dividends thereon until
the death of the survivor of Barton and his wife, Martha Jo
Barton. As a result of the sale by Barton to the Reporting Person of
certain beneficial interests in the Shares, both the Reporting Person and Barton
have beneficial interests in, and beneficial ownership of, the
Shares.
Item
5.
Interest in Securities of the
Issuer
Barton
transferred certain beneficial interests to the Shares to the Reporting Person,
but retained the right to vote said Shares and the right to receive dividends
from said Shares until the death of the survivor of Barton and his wife, Martha
Jo Barton. As the result of this transfer, both the Reporting Person
and Barton hold beneficial interests in and to the Shares which represent 25.93%
of the Issuer’s outstanding common stock. The sale and the purchase
of the Shares as described herein is the sole transaction in Issuer’s common
stock that was affected during the past 60 days by the Reporting Person and
Barton.
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Item
6.
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Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the
Issuer
.
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The
Reporting Person owns a beneficial interest in and to the Shares, subject to the
right of Barton to vote the Shares and to receive dividends from the Shares
until the death of the survivor of Barton and his wife, Martha Jo
Barton. The members of the Reporting Person consist of the ten
grandchildren of Barton and the managers of the Reporting Person consist of the
three children of Barton. The LLC agreement provides that any two of
the managers of the LLC shall have the power to take such actions on behalf of
the LLC as such managers may deem appropriate, including, without limitation, a
sale or disposition of such Shares. Any sale or disposition of all or
a portion of the Shares shall be subject to any rights and interests reserved to
Barton.
There are
no other contracts, arrangements, understandings or relationships among the
Reporting Person, or between the Reporting Person and any other person, with
respect to the Shares.
Item
7.
Material to Be Filed as
Exhibits
Exhibit 1
– Assignment of Gerald G. Barton Shares
Exhibit 2
– Assignment of The Barton Family Trust Shares
Exhibit 3
– Promissory Note in the amount of $3,466,536
Exhibit 4
– Promissory Note in the amount of $457,620
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.
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BDV
FAMILY, LLC
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By:
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/s/
G. Douglas Barton
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Name:
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G.
Douglas Barton
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Title:
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President
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Landmark Land (CE) (USOTC:LLND)
Gráfica de Acción Histórica
De Dic 2024 a Ene 2025
Landmark Land (CE) (USOTC:LLND)
Gráfica de Acción Histórica
De Ene 2024 a Ene 2025
