SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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 &
New York, New York 10017 Goodman, LLP
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)
April 3, 1998
(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 schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement
[ ]. (A fee is not required only if the reporting person: (1)
has a previous statement on file reporting beneficial ownership
of more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
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 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Manticore Properties, L.L.C. (133974831)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (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 1,603,968 Common Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 1,603,968 Common Shares
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,603,968 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)
19.00%
14 TYPE OF REPORTING PERSON*
OO
<PAGE>
SCHEDULE 13D
CUSIP No. 680293305 Page 3 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Manticore Properties, L.L.C. (133974831)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (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 297,018 Preferred Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 297,018 Preferred Shares
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
297,018 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)
28.4%
14 TYPE OF REPORTING PERSON*
00
<PAGE>
SCHEDULE 13D
CUSIP No. 680293107 Page 4 of 14 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 (a) [x]
GROUP* (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 2,974 Common Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 1,603,968 Common Shares
9 SOLE DISPOSITIVE POWER
REPORTING 2,974 Common Shares
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,603,968 Common Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,606,942 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)
19.0%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 680293305 Page 5 of 14 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 (a) [x]
GROUP* (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 EACH 297,018 Preferred Shares
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
297,018 Preferred Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
297,018 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)
28.4%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 680293107 Page 6 of 14 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 (a) [x]
GROUP* (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 26 Common Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 1,603,968 Common Shares
9 SOLE DISPOSITIVE POWER
REPORTING 26 Common Shares
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,603,968 Common Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,603,994 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)
19.0%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 680293305 Page 7 of 14 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 (a) [x]
GROUP* (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 EACH 297,018 Preferred Shares
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
297,018 Preferred Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
297,018 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)
28.4%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 680293107 Page 8 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham International Advisors, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (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 237,054 Common Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 237,054 Common Shares
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
237,054 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)
2.85%
14 TYPE OF REPORTING PERSON*
OO;IA
<PAGE>
SCHEDULE 13D
CUSIP No. 680293305 Page 9 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham International Advisors, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (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 21,555 Preferred Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 21,555 Preferred Shares
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
21,555 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)
2.06%
14 TYPE OF REPORTING PERSON*
OO;IA
<PAGE>
Page 10 of 14 Pages
This Amendment No. 4 amends and supplements the Statement on
Schedule 13D, as previously amended (this "Statement"), previously filed by
Gotham Partners, L.P., a New York limited partnership ("Gotham"), Gotham
Partners II, L.P., a New York limited partnership ("Gotham II" and together
with Gotham II, the "Funds"), Manticore Properties, LLC, a Delaware limited
liability company (the "Purchaser"), wholly-owned by Gotham and Gotham II, and
Gotham International Advisors, a Delaware limited liability company ("Gotham
Advisors"), relating to the beneficial ownership of shares of Common Stock,
par value $1.00 per share (the "Common Shares") and 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"). Capitalized
terms used herein and not otherwise defined shall have the respective meanings
ascribed to them in the Statement.
Except as specifically provided herein, the Amendment does not
modify any of the information previously reported in the Statement.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended by adding the following:
The aggregate purchase price of the Shares purchased by Gotham
International and reported in this Amendment No. 4 was $438,354. All of the
funds required for these purchases were obtained from the general funds of
Gotham International Ltd., a Cayman exempted company ("Gotham International").
Item 4. Purpose of the Transaction
Item 4 is hereby amended by adding the following:
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.
<PAGE>
Page 11 of 14 Pages
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.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended by adding the following:
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
297,018 Preferred Shares owned by the Purchaser are convertible into 198,012
Common Shares and the 21,555 Preferred Shares owned by Gotham International
are convertible into 14,370 Common Shares.
The Purchaser beneficially owns 1,603,968 Common Shares (including
the 198,012 Common Shares into which the Preferred Shares owned by the
Purchaser are convertible) or 19.0% of the outstanding Common Shares (which
would be outstanding following such conversion) and 297,018 or 28.4% 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.
Gotham beneficially owns an aggregate of 1,606,942 or 19.0% of the outstanding
Common Shares, of which (i) 2,974 Common Shares are directly owned by Gotham,
and (ii) 1,603,968 Common Shares are indirectly owned by Gotham through the
Purchaser. Gotham beneficially owns an aggregate of 297,018 or 28.4% of the
outstanding Preferred Shares, all of which are indirectly owned by Gotham
through the Purchaser. Gotham II beneficially owns an aggregate of 1,603,994
or 19.0% of the outstanding Common Shares, of which (i) 26 Common Shares are
directly owned by Gotham II, and (ii) 1,603,968 Common Shares are indirectly
owned by Gotham II through the Purchaser. Gotham II beneficially owns an
aggregate of 297,018 or 28.4% of the outstanding Preferred Shares, all of
which are indirectly owned by Gotham II through the Purchaser.
<PAGE>
Page 12 of 14 Pages
Gotham International owns 237,054 Common Shares (including the
14,370 Common Shares into which the Preferred Shares owned by Gotham
International are convertible) or 2.85% of the outstanding Common Shares
(which would be outstanding following such conversion) and 21,555 Preferred
Shares or 2.06% 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 Gotham Advisors.
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
8,297,046 outstanding Common Shares and 1,046,914 outstanding Preferred Shares
of the Issuer as of March 25, 1998, as reported in the Issuer's Annual
Report on Form 10-K for the year ended December 31, 1997.
(b) Pursuant to the Investment Management Agreement, Gotham
Advisors currently has the power to vote and to dispose of all of the Common
Stock beneficially owned by Gotham International.
(c) The tables below set forth information with respect to all
purchases and sales of Common Stock and Preferred Stock by Gotham
International since March 20, 1998. In each case, the transactions were
effected through open-market purchases.
Gotham International
Date Shares of Common Price per Share
Stock Purchased
3/24/98 14,400 5.0625
4/02/98 24,700 4.9375
4/03/98 44,584 4.9375
Date Shares of Preferred Price per Share
Stock Purchased
3/24/98 755 13.3125
3/30/98 1,000 13.3125
Except as described above, none of the Purchaser, Gotham, Gotham
II, Gotham International, Gotham Advisors, Section H, Karenina, DPB, Mr.
Ackman or Mr. Berkowitz has affected any transactions in the securities of the
Company since March 20, 1998.
(d) and (e). Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Item 6 is hereby amended by the following:
None of the Purchaser, Gotham, Gotham II, Gotham International,
Gotham Advisors, Section H, Karenina, DPB, Mr. Ackman or Mr. Berkowitz is a
party to any contract, arrangement, understanding or relationship with respect
to any securities of the Company, including but not limited to transfer or
voting of any of the Shares, finder's fees, joint ventures, loan or option
agreements, puts or calls, guarantees or profits, divisions of profit or
leases or the giving or withholding of proxies.
<PAGE>
Page 13 of 14 Pages
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: April 6, 1998
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
GOTHAM INTERNATIONAL ADVISORS, L.L.C.
By: /s/ William A. Ackman
Name: William A. Ackman
Title: Senior Managing Member
<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
Exhibit 3* Agreement of Joint Filing
_________________
* Previously filed.
Page 14 of 14 Pages
