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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 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. 2 To
Schedule 14D-1
Old Stone Corporation
This Amendment No. 2 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 as amended by the Amendment No. 1
thereto, (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 10. ADDITIONAL INFORMATION.
(f) The information set forth in Exhibit (a)(14) hereto, is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit
Number Exhibit
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(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.*
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Exhibit
Number Exhibit
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(a)(12) Supplement, dated December 8, 1997, to the Offer to
Purchase.**
(a)(13) Press Release of Manticore Properties, LLC, dated
December 8, 1997.**
(a)(14) Press Release of Manticore Properties, LLC, dated
December 16, 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.
** Previously filed with Amendment No. 1 to the Schedule 14D-1 filed on
December 8, 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 16, 1997 MANTICORE PROPERTIES, LLC
By: /s/ William A. Ackman
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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
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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
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Name: William A. Ackman
Title: President
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INDEX OF EXHIBITS
Sequentially
Exhibit Numbered
Number Exhibit Pages
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(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.**
(a)(14) Press Release of Manticore Properties, LLC, dated
December 16, 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.
** Previously filed with Amendment No. 1 to the Schedule 14D-1 filed on
December 16, 1997.
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From: Gotham Partners Management Co., L.P.
110 East 42nd Street
New York, New York 10017
Contact: David S. Klafter
MANTICORE PROPERTIES, LLC ANNOUNCES
EXTENSION OF EXPIRATION DATE AND
TENDER OFFER FOR OLD STONE CORPORATION
FOR IMMEDIATE RELEASE -- New York, New York, December 16, 1997--
Manticore Properties, LLC announced today that it has extended until 5:00 p.m.,
New York City time on December 17, 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
15, 1997. Manticore has been advised by the Depositary that approximately
1,238,183 shares of Common Stock of Old Stone and 265,366 shares of Series B
Preferred Stock had been tendered as of 12:00 midnight on December 15, 1997.
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.
