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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3 (FINAL AMENDMENT) 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
OLD STONE CORPORATION
(NAME OF SUBJECT COMPANY)
MANTICORE PROPERTIES, LLC
GOTHAM PARTNERS, L.P.
GOTHAM PARTNERS, II, L.P.
(BIDDER)
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 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. 3 TO
SCHEDULE 14D-1
OLD STONE CORPORATION
This Amendment No. 3 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, (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 6 INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The information set forth in Item 6 of the Statement is
hereby amended and supplemented by the following information:
The Offer expired at 5:00 p.m., New York City time on December 17,
1997. The Purchaser has accepted for payment all Shares validly tendered and
not withdrawn as of the expiration of the Offer. The Purchaser has been advised
by the Depository that approximately 1,593,487 Common Shares and 300,423
Preferred Shares had been properly tendered as of the Expiration Date, including
389,148 Common Shares and 4,155 Preferred Shares tendered by notice of
guaranteed delivery. After the Offer, the Purchaser, Gotham and Gotham II,
collectively, beneficially own 1,593,487 Common Shares representing 19.3% of
the outstanding Common Shares, and 300,423 Preferred Shares representing 28.7%
of the outstanding Preferred Shares, of which all such Shares are directly
owned by the Purchaser. The percentages above have been calculated based on
8,246,175 outstanding Common Shares and 1,046,914 outstanding Preferred Shares
as of September 30, 1997, as set forth in the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended September 30, 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 18, 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
---------------------------------------
Name: William A. Ackman
Title: President
