SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
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)
February 8, 1999
(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 1,606,488 Common Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 1,606,488 Common Shares
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,606,488 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)
18.91%
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 299,016 Preferred Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 299,016 Preferred Shares
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
299,016 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)
28.56%
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 167,863 Common Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 1,606,488 Common Shares
9 SOLE DISPOSITIVE POWER
REPORTING 167,863 Common Shares
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,606,488 Common Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,774,351 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)
20.88%
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 2,100
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 299,016 Preferred Shares
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
299,016 Preferred Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
301,116 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)
28.76%
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 III, 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 15,775 Common Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 1,606,488 Common Shares
9 SOLE DISPOSITIVE POWER
REPORTING 15,775 Common Shares
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,606,488 Common Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,622,262 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)
19.09%
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 III, 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 250
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 299,016 Preferred Shares
9 SOLE DISPOSITIVE POWER
REPORTING 250
PERSON
WITH 10 SHARED DISPOSITIVE POWER
299,016 Preferred Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
299,266 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)
28.59%
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 470,041 Common Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 470,041 Common Shares
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
470,041 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)
5.64%
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 52,928 Preferred Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 52,928 Preferred Shares
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
52,928 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)
5.06%
14 TYPE OF REPORTING PERSON*
OO;IA
<PAGE>
Page 10 of 14 Pages
SCHEDULE 13D
This Amendment No. 8 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"), Gotham
Partners III, L.P., a New York limited partnership ("Gotham III"), together
the ("Funds") and Manticore Properties, LLC, a Delaware limited liability
company (the "Purchaser"), wholly-owned by Gotham, Gotham II, Gotham III 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, this Amendment does not modify
any of the information previously reported in the Statement.
Item 2 is hereby amended and restated in its entirety as follows.
Item 2. Identity and Background
This Statement is being filed by Gotham with respect to shares directly owned
by it and indirectly owned by it through the Purchaser, Gotham III with
respect to shares directly owned by it and indirectly owned by it through the
Purchaser, and Gotham Advisors with respect to shares owned by Gotham
International. The Purchaser, Gotham, Gotham III and Gotham Advisors are
together the "Reporting Persons".
Effective July 1, 1998, Gotham converted to a Section 3(c)(7) exempt entity
from a Section 3(c)(1) exempt entity under the Investment Company Act of 1940,
as recently amended (the "Act"). Gotham III was created in connection with
Gotham's conversion in order to provide an investment entity for those limited
partners of Gotham who did not meet the definition of a "qualified purchaser"
set forth in Section 2(a)(51) of the Act. Only "qualified purchasers" may
invest in Section 3(c)(7) exempt entities. Gotham distributed approximately
1.09% of its assets and liabilities to withdrawing limited partners, who
contributed such assets and liabilities to Gotham III in return for limited
partnership interest therein.
Effective October 1, 1998, Gotham II was dissolved. In connection with its
dissolution, Gotham II distributed all of its assets and liabilities to
withdrawing limited partners. The withdrawing limited partners who are
qualified purchasers, contributed such assets and liabilities to Gotham in
return for limited partnership interest therein. A withdrawing limited partner
who is not a qualified purchaser, contributed such assets and liabilities to
Gotham III in return for a limited partnership interest therein.
Each of Gotham and Gotham III was formed to engage in the buying and selling
of securities for investment for it's own account. Gotham Advisors was formed
for the purpose of providing a full range of investment advisory services,
including acting as the investment manager of one or more investment funds or
other similar entities, including Gotham International.
<PAGE>
Page 11 of 14 Pages
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended by adding the following:
The aggregate purchase prices of the Shares purchased by the
Gotham and reported in this Amendment No. 8 was $436,312. All of the funds
required for these purchases were obtained from the general funds of Gotham.
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
299,016 Preferred Shares owned by the Purchaser are convertible into 199,344
Common Shares, the 2,100 Preferred Shares owned by Gotham are convertible into
1,400 Common Shares, the 250 Preferred Shares owned by Gotham III are
convertible into 167 Common Shares and the 52,928 Preferred Shares owned by
Gotham International are convertible into 35,285 Common Shares.
The Purchaser beneficially owns 1,606,488 Common Shares (including
the 199,344 Common Shares into which the Preferred Shares owned by the
Purchaser are convertible) or 18.91% of the outstanding Common Shares (which
would be outstanding following such conversion) and 299,016 or 28.56% 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 III 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 1,774,351 or 20.88% of the
outstanding Common Shares, of which (i) 167,863 Common Shares are directly
owned by Gotham (including the 1,400 Common Shares into which the Preferred
Shares owned by the Gotham are convertible), and (ii) 1,606,488 Common Shares
are indirectly owned by Gotham through the Purchaser. Gotham beneficially owns
an aggregate of 301,116 or 28.76% of the outstanding Preferred Shares, of
which (i) 2,100 Preferred Shares are directly owned by Gotham, and (ii)
299,016 Preferred Shares are indirectly owned by Gotham III through the
Purchaser. Gotham III beneficially owns an aggregate of 1,622,262 or 19.09% of
the outstanding Common Shares, of which (i) 15,775 Common Shares are directly
owned by Gotham III (including 167 Common Shares into which the Preferred
Shares owned by the Gotham III are convertible), and (ii) 1,606,488 Common
Shares are indirectly owned by Gotham III through the Purchaser. Gotham III
beneficially owns an aggregate of 299,266 or 28.58% of the outstanding
Preferred Shares, of which (i) 250 Preferred Shares are directly owned by
Gotham III, and (ii) 299,016 Preferred Shares are indirectly owned by Gotham
III through the Purchaser.
<PAGE>
Page 12 of 14 Pages
Gotham International owns 470,041 Common Shares (including the
35,285 Common Shares into which the Preferred Shares owned by Gotham
International are convertible) or 5.64% of the outstanding Common Shares
(which would be outstanding following such conversion) and 52,928 Preferred
Shares or 5.06% 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 September 30, 1998, as reported in the Issuer's Quarterly
Report on Form 10-Q for the period ended September 30, 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 of Shares by the Purchaser, Gotham, Gotham III and Gotham
International since the last amendment. In each case, the transactions were
effected through open-market purchases.
Date Shares of Common Price per Share
Stock Purchased
Gotham
01/27/99 2,500 3.1875
01/28/99 14,000 3.1875
01/29/99 4,500 3.1875
02/01/99 3,500 3.1875
02/02/99 9,200 3.1875
02/04/99 5,000 3.1875
02/08/99 20,000 3.1875
02/08/99 49,000 3.1875
02/09/99 18,600 3.1875
Date Shares of Preferred Price per Share
Stock Purchased
Gotham
02/09/99 2,100 16.0625
Except as described above, none of the Purchaser, Gotham, Gotham
II, Gotham III, Gotham International, Gotham Advisors, Section H, Karenina,
DPB, Mr. Ackman or Mr. Berkowitz has affected any transactions in the
securities of the Company since the last amendment.
(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 III 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: February 9, 1999
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 III, 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.
