<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
Old Stone Corporation
-----------------------
(Name of Issuer)
Common Stock, par value $1.00 per share
Cumulative Voting Convertible Preferred Stock,
Series B, par value $1.00 per share
------------------------------------------------
(Title of Class of Securities)
680293107
680293305
(CUSIP Number)
William A. Ackman, Manager With a copy to:
Manticore Properties, LLC Morris Orens, Esq.
110 East 42nd Street, 18th Floor Shereff, Friedman, Hoffman & Goodman, LLP
New York, New York 10017 919 Third Avenue
(212) 286-0300 New York, New York 10022
(212) 758-9500
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 17, 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
statement because of Rule 13d-1(b) (3) or (4), check the following: [ ].
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).
<PAGE>
SCHEDULE 13D
- -------------------------------------------------------------------------------
CUSIP No. 680293107 Page 2 of 17 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Manticore Properties LLC (133974831)
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(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
Delaware
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,798,769 Common Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,798,769 Common Shares
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,798,769 Common Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.3%
14 TYPE OF REPORTING PERSON*
00
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO
ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE
SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- -------------------------------------------------------------------------------
CUSIP No. 680293305 Page 3 of 17 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Manticore Properties LLC (133974831)
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(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
Delaware
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 300,423 Preferred Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 300,423 Preferred Shares
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
300,423 Preferred Shares
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.7%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
00
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO
ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE
SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- -------------------------------------------------------------------------------
CUSIP No. 680293107 Page 4 of 17 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham Partners, L.P. (133700768)
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(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 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,798,769 Common Shares
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,798,769 Common Shares
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,798,769 Common Shares
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.3%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO
ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE
SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- -------------------------------------------------------------------------------
CUSIP No. 680293305 Page 5 of 17 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham Partners, L.P. (133700768)
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(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 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 300,423 Preferred Shares
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 300,423 Preferred Shares
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
300,423 Preferred Shares
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.7%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO
ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE
SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- -------------------------------------------------------------------------------
CUSIP No. 680293107 Page 6 of 17 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 GROUP* (a) [X]
(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 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,798,769 Common Shares
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,798,769 Common Shares
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,798,769 Common Shares
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.3%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO
ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE
SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- -------------------------------------------------------------------------------
CUSIP No. 680293305 Page 7 of 17 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 GROUP* (a) [X]
(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 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 300,423 Preferred Shares
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 300,423 Preferred Shares
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
300,423 Preferred Shares
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.7%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO
ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE
SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
This statement on Schedule 13D (this "Statement") relates to
the beneficial ownership by 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., a New
York limited partnership ("Gotham II" and together with Gotham II, the
"Funds"), of shares of Common Stock, par value $1.00 per shares (the "Common
Shares") and shares of Cumulative Voting Convertible Preferred Stock, Series B,
par value $1.00 per shares (the "Preferred Shares" and together with the Common
Shares, the "Shares") of Old Stone Corporation, a Rhode Island corporation (the
"Company").
ITEM 1. SECURITY AND ISSUER
The name of the subject company is Old Stone Corporation, a
Rhode Island corporation, and the address of its principal executive offices is
957 Warren Avenue, East providence, Rhode Island 02943.
The class of securities to which this statement relates is
the Common Stock, par value $1.00 per share, of the Company (the "Common
Shares"), and the Cumulative Voting Convertible Preferred Stock, Series B par
value $1.00 per share (the "Preferred Shares").
ITEM 2. IDENTITY AND BACKGROUND
(a), (b), (c) and (f) This Schedule 13D is being filed
jointly by the Purchaser, Gotham and Gotham II (collectively, the "Reporting
Persons").
The name, business address, present principal occupation or
employment, the material occupations, positions, offices or employments for the
past five years and citizenship of each director and executive officer of the
Purchaser and the Funds, and the name, principal business address and address
of any corporation or other organization in which such occupations, positions,
offices and employments are or were carried on are set forth in Schedule I
hereto.
(d) and (e) During the past five years, none of the Reporting
Persons or any of the principals thereof, Section H (as defined herein) or any
of the principals thereof, Karenina (as defined herein) or any of the executive
officers or directors thereof, or DPB (as defined herein) or any of the
executive officers or directors thereof, has been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors) or 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.
Page 8
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS
The Reporting Persons have filed with the Securities and
Exchange Commission (the "Commission") a Schedule 14D-1 and amendments thereto
relating to their Offer to Purchase any and all Common Shares and any and all
Preferred Shares on the terms and conditions set forth therein (the "Offer").
The Offer expired at 5:00 p.m. New York City time on December 17, 1997. The
Purchaser accepted for payment all Shares validly tendered and not withdrawn as
of the expiration of the Offer. The Purchaser has been advised by the
depositary in the Offer that approximately 1,598,487 Common Shares and 300,423
Preferred Shares had been properly tendered as of the expiration of the Offer
including Shares tendered by notice of guaranteed delivery.
The aggregate purchase price of the 1,598,487 Common Shares
and 300,423 Preferred Shares accepted for payment by the Purchaser is
$2,800,179, exclusive of additional costs and expenses of the Offer. Pursuant
to an agreement between the Funds and the Purchaser, a copy of which is
attached hereto as Exhibit 1, the Funds contributed $2,800,179 of equity
capital to the Purchaser to pay for such Shares.
ITEM 4. PURPOSE OF THE TRANSACTION
The Reporting Persons acquired the Shares for investment
purposes to make a speculative investment in the outcome of the Company's legal
action against the U.S. government. In general, the Reporting Persons pursue an
investment objective that seeks capital appreciation. In pursuing this
investment objective, the Reporting Persons analyze and evaluate the
performance of securities owned by them, including the Shares, and the
operations, capital structure and markets of companies in which they invest,
including the Company, on a continuous basis through analysis of documentation
on and discussions with knowledgeable industry and market observers and with
representatives of such companies (often at the invitation of management).
Each Reporting Person will continuously assess the Company's
business, financial condition, results of operations and prospects, general
economic conditions, the securities markets in general and those for the
Company's securities in particular, other developments and other investment
opportunities and may communicate with Company regarding these or other similar
or related matters.
In addition, one or more of the Reporting Persons may acquire
additional Shares or may determine to sell or otherwise dispose of all or some
of its holdings of Shares. Such actions will depend upon a variety of factors
including, without limitation, current and anticipated future trading prices
for such Shares, the financial conditions, results of operations and prospects
of the Company, alternative investment opportunity, general economic financial
market and industry conditions, and future actions of the Company and its
management.
Page 9
<PAGE>
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
Based on the Company's Post-Effective Amendment No. 1 to
the Registration Statement on Form S-8 (Reg. No. 33-21440), dated January 26,
1989, the Preferred Shares are convertible at the option of the holder for a
period of twenty years after February 20, 1981 on the basis of one and one-
third Common Shares for each two Preferred Shares during the first five years
and thereafter are convertible on the basis of one and one-third Common Shares
for that number of Preferred Shares determined by dividing the per share book
value of the Common Shares as defined in the resolution creating the Preferred
Shares by $20.00 but in no event will the number of Preferred Shares exchanged
for one and one-third Common Shares be less than two shares.
On the basis of the foregoing, the Preferred Shares held by
the Reporting Persons are convertible into Common Shares on the basis of two
Preferred Shares for each one and one-third Common Share. Accordingly, the
300,423 Preferred Shares owned by the Purchaser are convertible into 200,282
Common Shares.
The Purchaser beneficially owns 1,798,769 Common Shares
(including the 200,282 Common Shares into which the Preferred Shares owned
by the Purchaser are convertible) or 21.3% of the outstanding Common Shares
(which would be outstanding following such conversion) and 300,423 or 28.7% of
the outstanding Preferred Shares. The sole power to vote or direct the voting
of and the power to dispose or direct the disposition of, such Shares is held
by the Purchaser. Gotham and Gotham II have shared power to vote or direct the
voting of and the power to dispose or direct the disposition of, such Shares
as described below.
Each of Gotham and Gotham II, through its ownership of the
Purchaser, has the power to vote or direct the voting of and the power to
dispose or direct the disposition of, the Shares held by the Purchaser.
Accordingly, each of Gotham and Gotham II may be deemed to be the beneficial
owner of the Shares held by the Purchaser, and thereby the beneficial owner of
1,798,769 or 21.3% of the outstanding Common Shares and 300,423 or 28.7% of the
outstanding Preferred Shares.
The number of shares beneficially owned by each of the
Reporting Persons and the percentage of outstanding shares represented thereby,
have been computed in accordance with Rule 13d-3 under the Securities Exchange
Act of 1934, as amended. The ownership of the Reporting Persons is based on
8,246,175 outstanding Common Shares and 1,046,914 outstanding Preferred Shares
of the Issuer as of September 30, 1997, as reported in the Issuer's Quarterly
Report on Form 10-Q for the period ended September 30, 1997.
(c) On December 17, 1997, the Purchaser accepted for payment
all Shares validly tendered and not withdrawn as of the expiration of the
Offer. The Purchaser has been advised by the depositary in the Offer that
approximately 1,598,487 Common Shares and 300,423 Preferred Shares had been
properly tendered as of the expiration of the Offer including Shares tendered
by notice of guaranteed delivery. The Common Shares were accepted for payment
by the Purchaser at a per share price of $1.00 per share and the Preferred
Shares were accepted for payment by the Purchaser at a per share price of $4.00
per share.
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONS WITH
RESPECT TO SECURITIES OF THE ISSUER
Not Applicable.
Page 10
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1. Agreement, dated November 14, 1997, among
Manticore Properties, LLC, Gotham Partners,
L.P. and Gotham Partners II, L.P.
Exhibit 2. Agreement of Joint Filing.
Page 11
<PAGE>
SIGNATURE
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.
Dated: December 23, 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
Page 12
<PAGE>
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF THE FUNDS AND THE PURCHASER
The Purchaser is wholly owned by the Funds. The Funds were
each 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 William A. Ackman. DPB is wholly owned by David P. Berkowitz.
Set forth below are the name, business address and present
principal occupation or employment, and material occupations, positions,
offices or employments for the past five years of each director and executive
officer of each of Karenina and DPB. Except as otherwise noted, the business
address of each such person is 110 East 42nd Street, 18th Floor, New York, New
York 10017 and, except as otherwise noted, each such person is a United States
citizen. In addition, except as otherwise noted, each director and executive
officer of the Funds have been employed in his or her present principal
occupation listed below during the last five years.
NAME PRINCIPAL OCCUPATION OR EMPLOYMENT,
---- 5-YEAR EMPLOYMENT HISTORY
-------------------------
William A. Ackman Director, President, Secretary and Treasurer of
Karenina Corp. (from October 1993 to present). A
General Partner of Section H from March 1993 to
September 1993. Manager of the Purchaser since 1997.
David P. Berkowitz Director, President, Secretary and Treasurer of DPB
Corp. (from October 1993 to present). A General
Partner of Section H from March 1993 to September
1993.
Page 13
<PAGE>
Exhibit Index
Exhibit No. Description
- ----------- -----------
Exhibit 1. Agreement, dated November 14, 1997, among Manticore
Properties, LLC, Gotham Partners, L.P. and Gotham
Partners II, L.P.
Exhibit 2. Agreement of Joint Filing.
Page 14
<PAGE>
EXHIBIT 1
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
------------------------------------------
By: David P. Berkowitz
Title: President
Page 15
<PAGE>
Accepted and Agreed:
Manticore Properties, LLC
By: /s/ William A. Ackman by David P. Berkowitz
-----------------------------------------------
Name: William A. Ackman, Manager,
by David P. Berkowitz as
Attorney-in-Fact
Page 16
<PAGE>
EXHIBIT 2
AGREEMENT OF JOINT FILING
In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agree to the joint
filing with all other Reporting Persons (as such term is defined in the
Schedule 13D referred to below) of a statement on Schedule 13D or any
amendments thereto, with respect to the Common Shares and Preferred Shares of
Old Stone Corporation and that this Agreement be included as an Exhibit to such
filing.
This Agreement may be executed in any number of counterparts
each of which shall be deemed to be an original and all of which together shall
be deemed to constitute one and the same Agreement.
IN WITNESS WHEREOF, the undersigned hereby execute this
Agreement on the 19th day of December, 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
Page 17
