SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
KEMPNER THOMAS L JR

(Last) (First) (Middle)
C/O DAVIDSON KEMPNER PARTNERS
885 THIRD AVE STE 3300

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/11/2005
3. Issuer Name and Ticker or Trading Symbol
WELLSFORD REAL PROPERTIES INC [ WRP ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.02 par value per share ("Common Stock") $700,870 I See Notes(1)(2)(3)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
KEMPNER THOMAS L JR

(Last) (First) (Middle)
C/O DAVIDSON KEMPNER PARTNERS
885 THIRD AVE STE 3300

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
DAVIDSON KEMPNER PARTNERS

(Last) (First) (Middle)
885 THIRD AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
DAVIDSON KEMPNER INSTITUTIONAL PARTNERS LP

(Last) (First) (Middle)
C/O DAVIDSON KEMPNER PARTNERS
885 THIRD AVE STE 3300

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
M H Davidson & Co

(Last) (First) (Middle)
885 THIRD AVENUE
SUITE 3300

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
DAVIDSON KEMPNER INTERNATIONAL LTD

(Last) (First) (Middle)
C/O DAVIDSON KEMPNER PARTNERS
885 THIRD AVE STE 3300

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MHD MANAGEMENT CO

(Last) (First) (Middle)
C/O DAVIDSON KEMPNER PARTNERS
885 THIRD AVE STE 3300

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
DAVIDSON KEMPNER ADVISERS INC

(Last) (First) (Middle)
C/O DAVIDSON KEMPNER PARTNERS
885 THIRD AVE STE 3300

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
DAVIDSON KEMPNER INTERNATIONAL ADVISORS LLC

(Last) (First) (Middle)
C/O DAVIDSON KEMPNER PARTNERS
885 THIRD AVE STE 3300

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
DAVIDSON MARVIN H

(Last) (First) (Middle)
C/O DAVIDSON KEMPNER PARTNERS
885 THIRD AVE STE 3300

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
DOWICZ STEPHEN M

(Last) (First) (Middle)
C/O DAVIDSON KEMPNER PARTNERS
885 THIRD AVE STE 3300

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The shares of Common Stock to which this note relates are held directly by Davidson Kempner Partners, a New York limited partnership ("DKP"), as to 132,967 shares of Common Stock; Davidson Kempner Institutional Partners, L.P., a Delaware limited partnership ("DKIP"), as to 218,572 shares of Common Stock; M.H. Davidson & Co., a New York limited partnership ("CO"), as to 17,624 shares of Common Stock; and Davidson Kempner International, Ltd., a British Virgin Islands corporation ("DKIL"), as to 321,896 shares of Common Stock.
2. MHD Management Co., a New York limited partnership ("MHD") is the general partner of DKP. Davidson Kempner Advisers, Inc., a New York corporation ("DKAI"), is the general partner of DKIP and is registered as an investment adviser with the U.S. Securities Exchange Commission. Davidson Kempner International Advisors, L.L.C., a Delaware limited liability company ("DKIA"), is the investment manager of DKIL and a certain managed account. Thomas L. Kempner, Jr., Marvin H. Davidson, Stephen M. Dowicz, Scott E. Davidson, Michael J. Leffell, Timothy I. Levart, Robert J. Brivio, Jr., Eric P. Epstein and Anthony A. Yoseloff (collectively, the "Principals") are the general partners of CO and MHD, the sole managing members of DKIA and the sole stockholders of DKAI.
3. Each of the Reporting Persons disclaims beneficial ownership of the securities to which this Form 3 relates except to the extent each may be deemed to have a pecuniary interest in such securities pursuant to Section 16 of the Securities Exchange Act of 1934, as amended.
Remarks:
This is Part One of a Two Part Form 3 Filing. Part Two is filed to indicate all Reporting Persons. It is not a separate Form 3 filing.
/s/ Thomas L. Kempner, Jr. 08/22/2005
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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