SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
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 21, 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 340,790 Common Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 1,606,488 Common Shares
9 SOLE DISPOSITIVE POWER
REPORTING 340,790 Common Shares
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,606,488 Common Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,947,278 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)
22.91%
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 4,600
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
303,616 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)
29.00%
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 540,205 Common Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 540,205 Common Shares
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
540,205 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)
6.44%
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 137,928 Preferred Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 137,928 Preferred Shares
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
137,928 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)
13.17%
14 TYPE OF REPORTING PERSON*
OO;IA
<PAGE>
Page 10 of 14 Pages
SCHEDULE 13D
This Amendment No. 11 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 price of the Shares purchased by the Gotham
International and reported in this Amendment No. 11 was $1,289,563. All of
the funds required for these purchases were obtained from the general funds
of Gotham International.
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
4,600 Preferred Shares owned by Gotham are convertible into 3,067 Common
Shares, the 250 Preferred Shares owned by Gotham III are convertible into 167
Common Shares and the 137,928 Preferred Shares owned by Gotham International
are convertible into 91,952 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 1,947,278 or 22.91% of the outstanding
Common Shares, of which (i) 340,790 Common Shares are directly owned by
Gotham (including the 3,066 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 303,616 or 29.00% of the outstanding Preferred Shares, of which
(i) 4,600 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 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 540,205 Common Shares (including the 91,952 Common
Shares into which the Preferred Shares owned by Gotham International are
convertible) or 6.44% of the outstanding Common Shares (which would be
outstanding following such conversion) and 137,928 Preferred Shares or 13.17%
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.
Gotham International
Common Stock
Date Shares Purchased Price per Share
04/19/99 5,000 2.0625
Preferred Stock
04/19/99 55,000 15.0500
04/21/99 30,000 15.0500
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: April 22, 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.
