SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 18, 1997
Old Stone Corporation
(Exact Name of Registrant as Specified in Its Charter)
Rhode Island
(State or Other Jurisdiction of Incorporation)
000-08016 05-0341273
(Commission File Number) (IRS Employer Identification No.)
957 Warren Avenue, East Providence, Rhode Island 02914
(Address of Principal Executive Offices) (Zip Code)
(401) 434-4632
(Registrant's Telephone Number, Including Area Code)
Page 1 of 3 Pages
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Item 5. Other Events.
On December 18, 1997, Manticore Properties, LLC, a Delaware limited
liability company (which is wholly-owned by Gotham Partners, L.P., a New York
limited partnership and Gotham Partners, II, L.P., a New York limited
partnership)(the "Purchaser") announced that its offer (the "Tender Offer") to
purchase any and all shares of Common Stock, par value $1.00 per share (the
"Common Stock"), and any and all shares of Cumulative Voting Convertible
Preferred Stock, Series B, par value $1.00 per share (the "Preferred Stock") of
the Registrant expired as of 5:00 p.m. on December 17, 1997.
The Purchaser has announced that it has been advised by the Depository for
the Tender Offer that approximately 1,593,487 shares of the Registrant's Common
Stock and 300,423 shares of the Registrant's Preferred Stock have been tendered
for purchase. These shares represent approximately 19.3% of the Common Stock and
28.7% of the Preferred Stock of the Registrant based upon the Registrant's
outstanding shares as of September 30, 1997 of 8,246,175 and 1,046,914,
respectively.
Certain additional information regarding the Tender Offer is contained in
the Schedule 14D-1 filing submitted by the Purchaser to the Securities and
Exchange Commission (the "Commission") on November 14, 1997 (and Amendments No.
1, 2 and 3 thereto filed subsequent to that date); in the Schedule 14D-9 filing
submitted by the Registrant to the Commission on November 26, 1997; and in the
Form 3 filed by the Purchaser with the Commission on December 23, 1997.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed in its behalf
by the undersigned hereunto duly authorized.
OLD STONE CORPORATION
Registrant
By: /s/ Geraldine L. Nelson
----------------------------
Geraldine L. Nelson
President and Treasurer
Dated: December 30, 1997
