SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Telos Corporation
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(Name of Issuer)
12% Cumulative Exchangeable Redeemable Preferred Stock
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(Title Class of Securities)
12652020 4
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(CUSIP Number)
Craig F. Miller, Esq.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
(212) 859-8000
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
April 23, 1996
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(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).
SEC 1746 (12-91)
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SCHEDULE 13D
CUSIP No.1652020 4 Page 2 of 6 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 GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE IF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
SOLE VOTING POWER
179,529
8 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
SHARED VOTING POWER
0
9 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
SOLE DISPOSITIVE POWER
179,529
10 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
179,529
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.99%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1. Security and Issuer
This Amendment No. 3 restates in its entirety the text of
the Statement on Schedule 13D, as amended (the "Schedule 13D")
relating to the 12% Cumulative Exchangeable Redeemable Preferred
Stock, par value $.01 per share (the "Preferred Stock") of Telos
Corporation (formerly C3, Inc.), a Maryland corporation (the
"Company"), previously filed in paper format on March 9, 1994 by
Gotham Partners, L.P., a New York limited partnership ("Gotham").
The principal executive offices of the Company are located
at 460 Herndon Parkway, Herndon, Virginia 22070.
Item 2. Identity and Background
This statement is being filed by Gotham Partners, L.P., a
New York limited partnership, which was formed to engage in the
business of selling and buying securities. Section H Partners,
L.P., a New York limited partnership ("Section H"), is the sole
general partner of Gotham. Karenina Corp., a Delaware
corporation ("Karenina"), which is wholly owned by Mr. William A.
Ackman, and DPB Corp., a Delaware corporation ("DPB"), which is
wholly owned by Mr. David P. Berkowitz, are the sole general
partners of Section H. Messrs. Ackman and Berkowitz are citizens
of the United States of America and their principal occupation is
managing Gotham. The business address of each of Gotham, Section
H, Karenina, DPB, and Messrs. Ackman and Berkowitz is 237 Park
Avenue, 9th Floor, New York, New York 10017.
During the last five years, none of Gotham, 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 following restates Item 3 of the Schedule 13D in its
entirety:
The aggregate purchase price paid by Gotham for the
340,029 shares owned by it was $614,174 (excluding
commissions). The source of such funds was the working
capital of Gotham.
Item 4. Purpose of Transaction
The following restates Item 4 of the Schedule 13D in its
entirety:
Gotham has acquired ownership of the Preferred Stock for
investment purposes.
Gotham understands, pursuant to the Schedule 13E-3 and
the preliminary copy of the Proxy Statement filed by the
Company with the Securities and Exchange Commission, that
the Company intends to merge with and into a newly formed
corporation (the "Merger") and that, pursuant to the
Merger, among other things, each
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outstanding share of Preferred Stock will be converted
into the right to receive $2.00 in cash. According to
the preliminary copy of the Proxy Statement, the
affirmative vote of the holders of a majority of the
outstanding shares of Preferred Stock (as well as the
vote of holders of Common Stock of the Company) is
required for approval of the Merger. In addition, if the
Merger is approved, objecting shareholders following
specified procedures will have the right to demand
payment for the appraised value of their shares in lieu
of the price to be paid in the Merger (which appraised
value may be greater than, equal to or less than the
price to be paid in the Merger).
Gotham intends to explore various alternatives to
realizing full value for the shares of Preferred Stock
owned by it, including voting against the Proposed
Merger. In addition, Gotham reserves the right to take
any other action which it deems appropriate in connection
with its investment, including seeking payment for the
appraised value of the shares, including additional
shares or disposing of shares.
In March, 1995, Gotham sent to the Company a letter, a copy
of which was previously filed as an Exhibit to the Schedule 13D
and is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer
(a) The following restates Item 5(a) of the Schedule 13D in
its entirety:
Gotham beneficially owns an aggregate of 340,029 shares
of Preferred Stock of the Company, representing
approximately 9.45% of the outstanding shares of
Preferred Stock (based on 3,595,586 shares outstanding).
None of Section H, Karenina, DPB, Mr. Ackman or Mr.
Berkowitz beneficially owns any shares of Preferred Stock
(other than the shares beneficially owned by Gotham).
As a result of the sale described under Item 5(c), Gotham
beneficially owns 179,529 Preferred Stock as of the close of
business on April 23, 1996, representing an aggregate of
approximately 4.99% of the outstanding Preferred Stock (based
upon 3,595,586 Preferred Shares outstanding as of March 1, 1996,
as reported in the Company's Form 10-K for the year ended
December 31, 1995).
(b) Gotham has sole power to vote and to dispose of all of
the shares of Preferred Stock beneficially owned by it.
(c) On April 23, 1996, Gotham sold 160,500 Preferred Stock
at a price of $6.625 per share. All of such purchases took place
on the over-the-counter market. Gotham has not effected any
other transactions in the Preferred Stock in the past 60 days.
(d) Not applicable.
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(e) On April 23, 1996, Gotham ceased to be the beneficial
owner to more than 5% of Preferred Stock.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer
None of Gotham, Section H, Karenina, DPB, Mr. Ackman or Mr.
Berkowitz is a party to any contract, arrangements, understanding
or relationship with respect to any securities of the Company.
Item 7. Material to be Filed as Exhibits
None.
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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.
April 24, 1996
GOTHAM PARTNERS, L.P.
By: Section H Partners, L.P.
its general partner
By: DPB CORPORATION,
a general partner of
Section H Partners, L.P.
By: /s/ David P. Berkowitz
David P. Berkowitz
President
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