SCHEDULE 13D
Under the Securities Exchange Act of 1934
Ambase Corporation
(Name of Issuer)
Common Stock, $.01 par value
(Title of class of securities)
023164106
(CUSIP Number)
Peter A. Nussbaum, Esq.
Schulte Roth & Zabel LLP
900 Third Avenue
New York, New York 10022
(212) 756-2000
(Name, address and telephone number of person authorized to
receive notices and communications)
February 7, 1997
(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 Rule 13d-
1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement
[ ]. (A fee is not required only if the reporting person: (1)
has a previous statement on file reporting beneficial ownership
of more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
* 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).
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SCHEDULE 13D
CUSIP No. 034638 Page 2 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham Partners, L.P. 13-3700768
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,473,531
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 2,473,531
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,473,531
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
5.55%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 034638 Page 3 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham Partners II, L.P. 13-3863925
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES 32,469
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 32,469
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
32,469
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
.07%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
Page 4 of 9 Pages
Item 1. Security and Issuer
This statement on Schedule 13D (the "Statement") relates to the Common
Stock, $.01 par value ("Common Stock"), of Ambase Corporation, a Delaware
corporation (the "Company"). The principal executive offices of the Company
are located at Greenwich Office Park, Building 2, 51 Weaver Street, Greenwich,
Connecticut 06831-5155.
Item 2. Identity and Background
This Statement is being filed by Gotham Partners, L.P., a New York
limited partnership ("Gotham"), and Gotham Partners II, L.P., a New York
limited partnership ("Gotham II", and together with Gotham, the "Reporting
Persons"). Each of Gotham and Gotham II was formed to engage in the buying
and selling of securities for investment for its own account.
Section H Partners, L.P., a New York limited partnership ("Section H"),
is the sole general partner of Gotham and Gotham II. Karenina Corp., a New
York corporation ("Karenina"), and DPB Corp., a New York corporation ("DPB"),
are the sole general partners of Section H. Karenina is wholly owned by Mr.
William A. Ackman. DPB is wholly owned by Mr. David P. Berkowitz. Messrs.
Ackman and Berkowitz are citizens of the United States of America, and the
principal occupation of each of them is managing the affairs of Karenina and
DPB, respectively, and through such entities the affairs of Section H, Gotham
and Gotham II. The business address of each of Gotham, Gotham II, Section H,
Karenina, DPB and Messrs. Ackman and Berkowitz is 110 East 42nd Street, 18th
Floor, New York, New York 10017.
During the last five years, none of Gotham, Gotham II, Section H,
Karenina, DPB, Mr. Ackman or Mr. Berkowitz (i) has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) has been 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.
Item 3. Source and Amount of Funds or Other Consideration
The aggregate purchase price of the Common Stock purchased by Gotham
was $3,636,484 and the aggregate purchase price of the Common Stock purchased
by Gotham II was $49,311. All of the funds required for these
purchases were obtained from the general funds of Gotham and Gotham II,
respectively.
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Page 5 of 9 Pages
Item 4. Purpose of the Transaction
The Reporting Persons acquired the Common Stock for investment
purposes, and the Reporting Persons intend to continue to evaluate the
performance of such Common Stock as an investment in the ordinary course of
their business. The Reporting Persons pursue an investment objective that
seeks capital appreciation. In pursuing this investment objective, the
Reporting Persons analyze the operations, capital structure and markets of
companies in which they invest, including the Company, on a continuous basis
through analysis of documentation and discussions with knowledgeable industry
and market observers and with representatives of such companies (often at the
invitation of management). As a result of these activities, one or more of
the Reporting Persons may participate in interviews or hold discussions with
third parties or with management in which the Reporting Person may suggest or
take a position with respect to potential changes in the operations,
management or capital structure of such companies as a means of enhancing
shareholder values. Such suggestions or positions may relate to one or more
of the transactions specified in clauses (a) through (j) of Item 4 of the
Schedule 13D form, including, without limitation, such matters as disposing of
one or more businesses, selling the Company or acquiring another company or
business, changing operating or marketing strategies, adopting, not adopting,
modifying or eliminating certain types of anti-takeover measures,
restructuring the Company's capitalization, and reviewing dividend and
compensation policies.
Each of the Reporting Persons intends to adhere to the foregoing
investment philosophy with respect to the Company.
Each Reporting Person will continuously assess the Company's business,
financial condition, results of operations and prospects, general economic,
financial and industry conditions, the securities markets and future trading
prices in general and those for the Company's securities in particular, other
developments and other investment opportunities. Depending on such
assessments, one or more of the Reporting Persons may acquire additional
Common Stock or may determine to sell or otherwise dispose of all or some of
its holdings of Common Stock.
Except as set forth above, none of the Reporting Persons has any plans or
proposals which would relate to or result in any of the matters set forth in
items (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) Gotham owns 2,473,531 shares of Common Stock as of the date of this
Statement, representing an aggregate of approximately 5.55% of the outstanding
Common Stock of the Company. Gotham II owns 32,469 shares of Common Stock as
of the date of this Statement, representing an aggregate of approximately .07%
of the outstanding Common Stock of the Company. The percentages in this
paragraph are calculated based upon 44,533,519 outstanding shares of Common
Stock of the Company, as reported in the Company's Form 10-Q for the quarter
ended September 30, 1996. None of Section H, Karenina, DPB, Mr. Ackman or Mr.
Berkowitz beneficially own any Common Stock (other than the Common Stock
beneficially owned by Gotham and Gotham II).
(b) Each of Gotham and Gotham II has sole power to vote and to dispose of
all of the Common Stock beneficially owned by it.
(c) The tables below set forth information with respect to all purchases
and sales of Common Stock by Gotham and Gotham II since December 9, 1996. In
each case, the transactions took place on the over-the-counter market.
<PAGE>
Page 6 of 9 Pages
Gotham
Shares of Common Stock
Date Purchased/(Sold) Price per Share
12/19/96 10,000 2.5500
12/19/96 12,000 2.3500
12/20/96 12,000 2.5600
12/31/96 10,835 2.7500
01/02/97 24,625 2.7700
01/06/97 54,180 2.7377
01/24/97 7,800 2.7000
01/28/97 6,905 2.5300
01/29/97 10,850 2.5900
01/30/97 53,260 2.6075
02/03/97 24,660 2.5960
02/07/97 49,315 2.6000
02/10/97 9,860 2.6000
02/11/97 6,900 2.6000
02/12/97 39,450 2.5900
02/13/97 22,689 2.5800
02/14/97 151,900 2.5800
<PAGE>
Page 7 of 9 Pages
Gotham II
Shares of Common Stock
Date Purchased/(Sold) Price per Share
12/31/96 165 2.7500
01/02/97 375 2.7700
01/06/97 820 2.7377
01/28/97 95 2.5300
01/29/97 150 2.5900
01/30/97 740 2.6075
02/03/97 340 2.5960
02/07/97 685 2.6000
02/10/97 140 2.6000
02/11/97 100 2.6000
02/12/97 500 2.5900
02/13/97 311 2.5800
02/14/97 2,100 2.5800
Except as described above, none of Gotham, Gotham II, Section H,
Karenina, DPB, Mr. Ackman or Mr. Berkowitz has effected any transactions in
the securities of the Company during the past sixty days.
(d) and (e). Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
None of Gotham, Gotham II, Section H, Karenina, DPB, Mr. Ackman or Mr.
Berkowitz is a party to any contract, arrangement, understanding or
relationship with respect to any securities of the Company, including but not
limited to transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option agreements, puts or calls, guarantees of profits,
divisions of profit or losses or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
The following exhibit is being filed with this Schedule:
Exhibit 1 A written agreement relating to the filing of joint acquisition
statements as required by Rule 13d-1(f)(1) promulgated under the Securities
Exchange Act of 1934, as amended.
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Page 8 of 9 Pages
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
February 18, 1997
GOTHAM PARTNERS, L.P.
By: Section H Partners, L.P.
its general partner
By: KARENINA CORP.,
a general partner
By: /s/ William A. Ackman
William A. Ackman
President
GOTHAM PARTNERS II, L.P.
By: Section H Partners, L.P.
its general partner
By: KARENINA CORPORATION,
a general partner of Section H Partners, L.P.
By: /s/ William A. Ackman
William A. Ackman
President
Page 9 of 9 Pages
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(f)1
The undersigned acknowledge and agree that the foregoing statement on Schedule
13D, as amended, is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D, as amended, shall be
filed on behalf of each of the undersigned without the necessity of filing
additional joint acquisition statements. The undersigned acknowledge that
each shall be responsible for the timely filing of such amendments, and for
the completeness and accuracy of the information concerning him or it
contained therein, but shall not be responsible for the completeness and
accuracy of the information concerning the other, except to the extent that he
or it knows or has reason to believe that such information is inaccurate.
DATED: February 18, 1997
GOTHAM PARTNERS, L.P.
By: Section H Partners, L.P.
its general partner
By: KARENINA CORPORATION,
a general partner of Section H Partners, L.P.
By: /s/ William A. Ackman
William A. Ackman
President
GOTHAM PARTNERS II, L.P.
By: Section H Partners, L.P.
its general partner
By: KARENINA CORPORATION,
a general partner of Section H Partners, L.P.
By: /s/ William A. Ackman
William A. Ackman
President
