SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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)
June 24, 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 7 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)
18.88%
14 TYPE OF REPORTING PERSON*
OO
<PAGE>
SCHEDULE 13D
CUSIP No. 680293305 Page 2 of 7 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 2 of 7 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)
18.92%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 680293305 Page 2 of 7 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 2 of 7 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 2,974 Common Shares
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,603,968 Common Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,603,994 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)
18.88%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 680293305 Page 3 of 7 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 4 of 7 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 336,127 Common Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 336,127 Common Shares
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
336,127 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)
4.04%
14 TYPE OF REPORTING PERSON*
OO;IA
<PAGE>
SCHEDULE 13D
CUSIP No. 680293305 Page 4 of 7 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 29,928 Preferred Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 29,928 Preferred Shares
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
29,928 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)
2.86%
14 TYPE OF REPORTING PERSON*
OO;IA
<PAGE>
Page 5 of 7 Pages
SCHEDULE 13D
This Amendment No. 5 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. 5 was $479,498. 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>
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 29,928 Preferred Shares owned by Gotham International are
convertible into 19,952 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 18.88% 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 orposition of,
such Shares as described below.
Gotham beneficially owns an aggregate of 1,606,942 or 18.92% 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 18.88% of the outstanding Common Shares, of w
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 6 of 7 Pages
Gotham International owns 336,127 Common Shares (including the 19,952 Common
Shares into which the Preferred Shares owned by Gotham International are
convertible) or 4.04% of the outstanding Common Shares (which would be
outstanding following such conversion) and 29,928 Preferred Shares or 2.86%
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 31, 1998, as reported in the Issuer's Quarterly Report on
Form 10-Q for the period ended March 31, 1998.
(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 April
22, 1998. In each case, the transactions were effected through open-market
purchases.
Gotham International
Date Shares of Common Price per Share
Stock Purchased
4/23/98 20,000 4.1250
4/23/98 6,491 4.1250
5/08/98 25,000 3.8125
5/21/98 10,000 3.8750
6/17/98 4,000 3.5625
6/18/98 4,500 3.5625
6/22/98 2,600 3.5625
6/24/98 5,900 3.5625
6/25/98 15,000 3.6250
Date Shares of Preferred Price per Share
Stock Purchased
4/22/98 2,693 14.6875
4/23/98 1,000 14.6875
6/04/98 1,200 14.3125
6/08/98 500 14.3125
6/16/98 1,600 14.3125
6/24/98 1,380 14.3125
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
during the past sixty days.
(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 7 of 7 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: June 25, 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
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.
