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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES ACT OF 1934
UNDER THE SECURITIES AND EXCHANGE ACT OF 1934
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OLD STONE CORPORATION
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(NAME OF SUBJECT COMPANY)
MANTICORE PROPERTIES, LLC
GOTHAM PARTNERS, L.P.
GOTHAM PARTNERS, II, L.P.
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(BIDDER)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
CUMULATIVE VOTING CONVERTIBLE
PREFERRED STOCK, SERIES B, PAR VALUE $1.00 PER SHARE
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(TITLE OF CLASS OF SECURITIES)
680293107
680293305
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(CUSIP NUMBER OF CLASS OF SECURITIES)
WILLIAM A. ACKMAN, MANAGER
MANTICORE PROPERTIES, LLC
110 EAST 42ND STREET, 18TH FLOOR
NEW YORK, NEW YORK 10017
(212) 286-0300
WITH COPIES TO:
MORRIS ORENS, ESQ.
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 758-9500
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER)
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AMENDMENT NO. 1 TO
SCHEDULE 14D-1
OLD STONE CORPORATION
This Amendment No. 1 to Schedule 14D-1 amends and supplements the
Statement on Schedule 14D-1 filed with the Securities and Exchange Commission
(the "Commission") on November 14, 1997 (the "Statement") which relates to the
offer by Manticore Properties, LLC, a Delaware limited liability company (the
"Purchaser"), wholly-owned by Gotham Partners, L.P., a New York limited
partnership and Gotham Partners II, L.P., a New York limited partnership
(together, the "Funds"), to purchase any and all shares of Common Stock, par
value $1.00 per share (the "Common Shares") and any and all shares of
Cumulative Voting Convertible Preferred Stock, Series B, par value $1.00 per
share (the "Preferred Shares" and together with the Common Shares, the
"Shares") of Old Stone Corporation, a Rhode Island corporation (the "Company").
Except as set forth herein, there has been no changes to the information
previously reported in the Statement.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information set forth in Section 10 of the Supplement annexed hereto
as Exhibit (a)(12) is incorporated herein by reference.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES.
The information set forth in Section 10 and 16 of the Supplement is
incorporated herein by reference.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
The information set forth in Section 9 of the Supplement is incorporated
herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
(f) The information set forth in the Supplement to the extent not
otherwise incorporated herein by reference, is incorporated herein by
reference.
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ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit
Number Exhibit
- ------- -------
(a) (1) Offer to Purchase, dated November 14, 1997.*
(a) (2) Letter of Transmittal with respect to Common Shares.*
(a) (3) Letter of Transmittal with respect to Preferred Shares.*
(a) (4) Notice of Guaranteed Delivery for Common Shares.*
(a) (5) Notice of Guaranteed Delivery for Preferred Shares.*
(a) (6) Letter from Beacon Hill Partners, Inc. to brokers, dealers,
banks, trust companies and nominees.*
(a) (7) Letter to be sent by brokers, dealers, banks, trust companies
and nominees to their clients.*
(a) (8) Letter from Beacon Hill Partners, Inc. to Old Stone
Corporation Stock Ownership Plan Trustee.*
(a) (9) Letter from Old Stone Corporation Stock Ownership Plan
Trustee to Plan participants.*
(a) (10) IRS Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.*
(a) (11) Summary Advertisement, dated November 14, 1997.*
(a) (12) Supplement, dated December 8, 1997, to the Offer to
Purchase.
(a) (13) Press Release of Manticore Properties, LLC, dated
December 8, 1997.
(b) (1) Agreement, dated November 14, 1997, among Manticore
Properties, LLC, Gotham Partners, L.P., and Gotham
Partners II, L.P.
(c) None.
(d) None.
(e) Not applicable.
(f) None.
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* Previously filed with initial Schedule 14D-1 filed on November 14, 1997.
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SIGNATURE
After due 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.
Dated: December 8, 1997 MANTICORE PROPERTIES, LLC
By: /s/ William A. Ackman
---------------------------------
Name: William A. Ackman
Title: Manager
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
---------------------------------
Name: William A. Ackman
Title: 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
---------------------------------
Name: William A. Ackman
Title: President
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INDEX OF EXHIBITS
Sequentially
Exhibit Numbered
Number Exhibit Pages
- ------ ------- -----
(a) (1) Offer to Purchase, dated November 14, 1997.*
(a) (2) Letter of Transmittal with respect to Common Shares.*
(a) (3) Letter of Transmittal with respect to Preferred Shares.*
(a) (4) Notice of Guaranteed Delivery for Common Shares.*
(a) (5) Notice of Guaranteed Delivery for Preferred Shares.*
(a) (6) Letter from Beacon Hill Partners, Inc. to brokers, dealers,
banks, trust companies and nominees.*
(a) (7) Letter to be sent by brokers, dealers, banks, trust companies
and nominees to their clients.*
(a) (8) Letter from Beacon Hill Partners, Inc. to Old Stone
Corporation Stock Ownership Plan Trustee.*
(a) (9) Letter from Old Stone Corporation Stock Ownership Plan
Trustee to Plan participants.*
(a) (10) IRS Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.*
(a) (11) Summary Advertisement, dated November 14, 1997.*
(a) (12) Supplement, dated December 8, 1997, to the Offer to
Purchase.
(a) (13) Press Release of Manticore Properties, LLC, dated
December 8, 1997.
(b) (1) Agreement, dated November 14, 1997, among Manticore
Properties, LLC, Gotham Partners, L.P., and Gotham
Partners II, L.P.
(c) None.
(d) None.
(e) Not applicable.
(f) None.
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* Previously filed with initial Schedule 14D-1 filed on November 14, 1997.
<PAGE>
SUPPLEMENT, DATED DECEMBER 8, 1997 TO THE
OFFER TO PURCHASE FOR CASH, DATED NOVEMBER 14, 1997,
ANY AND ALL OUTSTANDING SHARES OF COMMON STOCK AND
ANY AND ALL OUTSTANDING SHARES OF CUMULATIVE VOTING CONVERTIBLE
PREFERRED STOCK, SERIES B OF
OLD STONE CORPORATION
AT
$1.00 NET PER COMMON SHARE
AND
$4.00 NET PER CUMULATIVE VOTING CONVERTIBLE PREFERRED, SHARE
SERIES B
BY
MANTICORE PROPERTIES, LLC
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON MONDAY, DECEMBER 15, 1997, UNLESS THE
OFFER IS EXTENDED.
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THE OFFER TO PURCHASE, THIS SUPPLEMENT AND THE RELATED LETTERS OF TRANSMITTAL
CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY
DECISION IS MADE WITH RESPECT TO THE OFFER.
This Supplement amends and supplements the Offer to Purchase, dated
November 14, 1997, of Manticore Properties, LLC, a Delaware limited liability
company (the "Purchaser"), wholly owned by Gotham Partners, L.P., a New York
limited partnership ("Gotham"), and Gotham Partners II, L.P. ("Gotham II"), a
New York limited partnership (together, the "Funds"), relating to the offer to
purchase all outstanding shares of common stock, par value $1.00 per share
("Common Shares"), and Cumulative Voting Convertible Preferred Stock, Series B,
par value $1.00 per share ("Preferred Shares" and together with the Common
Shares, the "Shares"), of Old Stone Corporation, a Rhode Island corporation
(the "Company"), at a price of $1.00 per Common Share and $4.00 per Preferred
Share, net to the seller in cash, without interest thereon (the "Offer Price"),
upon the terms and subject to the conditions set forth in the Offer to
Purchase, this Supplement and in the related Letters of Transmittal (which, as
amended from time to time, together constitute the "Offer"). Capitalized terms
used herein and not otherwise defined shall have the respective meanings
ascribed to them in the Offer to Purchase.
The Offer to Purchase is hereby amended and supplemented as follows:
1. Section 1 of the Offer to Purchase is amended as follows:
The term "Expiration Date" means 12:00 Midnight, New York City time, on Monday,
December 15, 1997, unless and until the Purchaser, in its sole discretion,
shall have extended the period of time during which the Offer is open, in which
event the term "Expiration Date" shall mean the latest time and date at which
the Offer, as so extended by the Purchaser, will expire.
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2. Section 10 of the Offer to Purchase is amended by adding the
following:
The Funds have committed equity capital of more than $300 million and
have executed agreements with the Purchaser to commit sufficient equity capital
to pay for all outstanding Shares at the Offer Price plus related fees and
expenses. Pursuant to such agreement, the Funds have committed to contribute,
as a capital contribution, up to fifteen million dollars ($15,000,000) to the
Purchaser to be used to pay for the Shares accepted by the Purchaser and all
costs and expenses incurred by the Purchaser in connection with the Offer.
3. Section 9 of the Offer to Purchase is amended by adding the
following:
The balance sheet dated December 3, 1997 of each of Gotham and Gotham
II is set forth below:
GOTHAM PARTNERS, L.P.
BALANCE SHEET AT DECEMBER 3, 1997
(unaudited)
(dollars in thousands)
Cash and U.S. Treasury Money Market ............................ $ 4,001
Marketable Investment Securities at Market Value
Equity Securities ..................................... 289,832
Fixed Income Securities ............................... 24
Non-marketable Securities at Cost
Equity Securities ..................................... 4,094
Real Estate Mortgages ................................. 3,500
Private Limited Partnership ........................... 6,289
Other .......................................................... 71
Total Assets ................................................... 307,811
Total Liabilities .............................................. --
Partners Equity ................................................ $307,811
GOTHAM PARTNERS, II, L.P.
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BALANCE SHEET AT DECEMBER 3, 1997
(unaudited)
(dollars in thousands)
Cash and U.S. Treasury Money Market .............................. $ 112
Marketable Investment Securities at Market Value
Equity Securities ....................................... 2,915
Fixed Income Securities ................................. --
Non-marketable Securities at Cost
Equity Securities ....................................... 10
Real Estate Mortgages ................................... --
Private Limited Partnership ............................. --
Other ............................................................ --
Total Assets ..................................................... 3,037
Total Liabilities ................................................ --
Partners Equity .................................................. $3,037
4. Item 14 of the Offer to Purchase is amended by adding the
following:
The first paragraph of Section 14 of the Offer to Purchase is amended
by inserting the phrase "on or prior to the Expiration Date" prior to the colon
appearing at the end of such paragraph.
In addition, each reference in Section 14 of the Offer to Purchase to
the "sole judgment" or "sole discretion" of the Purchaser with respect to the
satisfaction of the conditions in subsections a. through h. of Section 14 of
the Offer to Purchase shall be deemed to mean the "sole reasonable judgment"
and "sole reasonable discretion", respectively, of the Purchaser.
5. Section 16 of the Offer to Purchase is amended by adding the
following:
No soliciting dealers fees shall be paid to any person or entity with
respect to tendered Shares beneficially owned by such person or entity.
MANTICORE PROPERTIES, LLC
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Manually signed facsimile copies of the Letters of Transmittal will be
accepted. The Letters of Transmittal, certificates for Shares and any other
required documents should be sent or delivered by each shareholder of the
Company or such shareholder's broker, dealer, commercial bank, trust company or
other nominee to the Depositary at one of its addresses set forth below.
The Depositary for the Offer is:
HARRIS TRUST COMPANY OF NEW YORK
By Mail: By Hand/Overnight Delivery:
Wall Street Station Receive Window
P.O. Box 1023 Wall Street Plaza
New York, New York 10268-1023 88 Pine Street, 19th Floor
New York, New York 10005
Fax:
(212) 701-7636
Telephone:
(212) 701-7624
Questions and requests for assistance should be directed to the
Information Agent at its respective address or telephone numbers set forth
below. Additional copies of this Offer to Purchase, the Letters of Transmittal
and all other tender offer materials may be obtained from the Information Agent
as set forth below, and will be furnished promptly at the Purchaser's expense.
You may also contact your broker, dealer, commercial bank, trust company or
other nominee for assistance concerning the Offer.
The Information Agent for the Offer is:
BEACON HILL PARTNERS, INC.
90 Broad Street
20th Floor
New York, New York 10004
(800) 253-3814
(Toll Free)
(212) 843-8500
(Call Collect)
<PAGE>
FOR IMMEDIATE RELEASE
From: Gotham Partners Management Co., L.P.
110 East 42nd Street
New York, New York 10017
(212) 286-0300
Contact: David S. Klafter
MANTICORE PROPERTIES, LLC ANNOUNCES
EXTENSION OF EXPIRATION DATE AND
AMENDMENT TO TENDER OFFER MATERIALS
FOR OLD STONE CORPORATION
New York, New York, December 8, 1997 -- Manticore Properties, LLC
announced today that it has extended until 12:00 midnight, New York City time
on December 15, 1997, its Offer to Purchase any and all shares of Common Stock
or Class B Preferred Stock of Old Stone Corporation which was scheduled to
expire at 12:00 midnight, New York City time on December 12, 1997. Manticore
has been advised by the Depositary that approximately 145,401 shares of Common
Stock of Old Stone and 16,598 shares of Series B Preferred Stock had been
tendered as of the close of business on December 5, 1997.
Manticore also announced that it has prepared for mailing to Old Stone
shareholders a Supplement to its Offer to Purchase, which contains additional
information, including financial information regarding Manticore's equity
owners. A copy of the Supplement will be filed with Securities and Exchange
Commission as an exhibit to Manticore's Schedule 14D-1.
Beacon Hill Partners, Inc. is acting as Information Agent for the
Offer and may be contacted at 800-253-3814. Questions and requests for
assistance or for copies of the Offer to Purchase, the Supplement to the Offer
to Purchase, the Letters of Transmittal and other tender offer documents may be
directed to the Information Agent, and copies will be furnished at Manticore's
expense.
<PAGE>
November 14, 1997
Manticore Properties, LLC
110 East 42nd Street, 18th Floor
New York, NY 10017
Re: Old Stone Corporation (the "Corporation")
Dear Sir or Madam:
Each of Gotham Partners, L.P., a New York limited partnership, and
Gotham Partners II, L.P., a New York limited partnership (together, the
"Funds") hereby commit to contribute, as a capital contribution, up to Fifteen
Million Dollars ($15,000,000) (the "Capital Contribution") to Manticore
Properties, LLC ("Subsidiary") on the terms detailed herein. The Capital
Contribution shall be used to pay for the shares accepted by Subsidiary and all
costs and expenses incurred by Subsidiary in connection with its offer to
purchase any and all outstanding shares of common stock, par value $1.00 per
share, and any of all of the outstanding shares of Cumulative Voting
Convertible Preferred Stock, Series B, par value $1.00 per share, of the
Corporation, as further detailed in the Offer to Purchase, dated November 14,
1997 (the "Offer to Purchase"). The Funds shall deliver the Capital
Contribution to Subsidiary by confirmed wire transfer to the account designated
by Subsidiary on the Expiration Date (as defined in the Offer to Purchase).
Please confirm your acceptance of the terms of this letter by signing
and returning the attached copy of this letter.
Sincerely,
GOTHAM PARTNERS, L.P.
GOTHAM PARTNERS II, L.P.
By: Section H Partners, L.P., its General
Partner
By: DPB Corp., a General Partner
of Section H Partners, L.P.
By: /s/ David P. Berkowitz
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By: David P. Berkowitz
Title: President
Accepted and Agreed:
Manticore Properties, LLC
By: /s/ William A. Ackman by David P. Berkowitz
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Name: William A. Ackman, Manager,
by David P. Berkowitz as
Attorney-in-Fact
