Landmark Land CO Inc/De - Amended Statement of Beneficial Ownership (SC 13D/A)
22 Mayo 2008 - 1:51PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)
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)
Gerald
G. Barton
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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)
N/A
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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
United
States
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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
1,962,078
(See Item 6)
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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
-0-
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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)
IN
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Introduction
This
Amendment No. 1 to Schedule 13D ("Amendment No. 1 to Schedule 13D") amends
Schedule 13D filed on September 3, 2003 (the "Schedule 13D") by the Reporting
Person (as defined in Item 2, below), relating to his beneficial ownership of
the Common Stock (as defined in Item 1, below), of Landmark Land Company, Inc.,
a Delaware corporation (the "Issuer").
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 Gerald G. Barton, a natural person (“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
Reporting Person is Chairman and Chief Executive Officer of Landmark Land
Company, Inc. having a business address of 2817 Crain Highway, Upper
Marlboro, Maryland 20774.
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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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(f)
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The
Reporting Person is a citizen of the United States of
America.
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Item
3.
Source and Amount of Funds or Other
Consideration.
The
Reporting Person sold to BDV Family, LLC (“BDV”) 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 the Reporting Person of all voting and
dividend rights in and to the Shares until the death of the survivor of the
Reporting Person and his wife, Martha Jo Barton, for an aggregate purchase price
of $3,924,156. The payment to the Reporting Person for the beneficial
interest in the Shares was made in the form of two promissory notes drawn by BDV
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 sold certain beneficial interests in the Shares to
BDV for $3,924,156, the fair market value of the Shares. The members
of BDV are comprised of the ten grandchildren of the Reporting Person and the
managers of BDV are comprised of the three children of the Reporting
Person. The three children of the Reporting Person 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 BDV states that approval of
at least two of the three managers is required to take any action on behalf of
BDV, 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, Reporting Person retained
the right to vote the Shares which were transferred to BDV, as well as the right
to receive dividends thereon until the death of the survivor of Reporting Person
and his wife, Martha Jo Barton. As a result of the sale by Reporting
Person to BDV of certain beneficial interests in the Shares, both the Reporting
Person and BDV have beneficial interests in, and beneficial ownership of, the
Shares.
Item
5.
Interest in Securities of the
Issuer
Reporting
Person transferred certain beneficial interests to the Shares to BDV, but
retained the right to vote said Shares and the right to receive dividends from
said Shares until the death of the survivor of himself and his wife, Martha Jo
Barton. As the result of this transfer, both Reporting Person and BDV
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 Reporting Person and BDV.
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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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BDV owns
a beneficial interest in and to the Shares, subject to the right of Reporting
Person to vote the Shares and to receive dividends from the Shares until the
death of the survivor of Reporting Person and his wife, Martha Jo
Barton. The members of BDV consist of the ten grandchildren of
Reporting Person and the managers of BDV consist of the three children of
Reporting Person. 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
the Reporting Person.
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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GERALD
G. BARTON
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as
an individual
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By:
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/s/
Gerald G. Barton
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Gerald
G. Barton
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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
