SCHEDULE 13D
Under the Securities Exchange Act of 1934
Americana Hotels & Realty Corporation
(Name of Issuer)
Common Stock, $1.00 par value
(Title of class of securities)
030562102
(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 25, 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 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham Partners, L.P.
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 384,495
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 384,495
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
384,495
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
5.89%
14 TYPE OF REPORTING PERSON*
PN
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SCHEDULE 13D
CUSIP No. 034638 Page 3 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham Partners II, L.P.
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 905
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 905
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
905
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
.01%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
Page 4 of 8 Pages
Item 1. Security and Issuer
This statement on Schedule 13D (the "Statement") relates to the Common
Stock, $1.00 par value ("Common Stock"), of Americana Hotels & Realty
Corporation, a Maryland corporation (the "Company"). The principal executive
offices of the Company are located at 535 Boylston Street, Boston,
Massachusetts 02116.
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
$1,037,237 and the aggregate purchase price of the Common Stock purchased by
Gotham II was $604. 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 8 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 384,495 shares of Common Stock as of the date of this
Statement, representing an aggregate of approximately 5.89% of the outstanding
Common Stock of the Company. Gotham II owns 905 shares of Common Stock as
of the date of this Statement, representing an aggregate of approximately .01%
of the outstanding Common Stock of the Company. The percentages in this
paragraph are calculated based upon 6,524,375 outstanding shares of Common
Stock of the Company, as of September 30, 1996, 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.
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Page 6 of 8 Pages
(c) The tables below set forth information with respect to all purchases
and sales of Common Stock by Gotham and Gotham II since December 27, 1996. In
each case, the transactions took place on the over-the-counter market.
Gotham
Shares of Common Stock
Date Purchased/(Sold) Price per Share
02/05/97 6,015 .7175
02/25/97 59,180 .6625
Gotham II
Shares of Common Stock
Date Purchased/(Sold) Price per Share
02/05/97 85 .7175
02/25/97 820 .6625
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 7 of 8 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.
March 7, 1997
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
GOTHAM PARTNERS II, 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
Page 8 of 8 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: March 7, 1997
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
GOTHAM PARTNERS II, 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
