SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 15)
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)
May 25, 2000
(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 17 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 17 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 17 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 371,590 Common Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 1,606,488 Common Shares
9 SOLE DISPOSITIVE POWER
REPORTING 371,590 Common Shares
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,606,488 Common Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,978,078 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)
23.27%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 680293305 Page 5 of 17 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 Preferred Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 299,016 Preferred Shares
9 SOLE DISPOSITIVE POWER
REPORTING 4,600 Preferred Shares
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 17 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 45,441 Common Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 1,606,488 Common Shares
9 SOLE DISPOSITIVE POWER
REPORTING 45,441 Common Shares
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,606,488 Common Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,651,929 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)
19.44%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 680293305 Page 7 of 17 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 1,650 Preferred Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 299,016 Preferred Shares
9 SOLE DISPOSITIVE POWER
REPORTING 1,650 Preferred Shares
PERSON
WITH 10 SHARED DISPOSITIVE POWER
299,016 Preferred Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
300,666 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)
28.72%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 680293107 Page 8 of 17 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
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 818,558 Common Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 818,558 Common Shares
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
818,558 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)
9.74%
14 TYPE OF REPORTING PERSON*
OO;IA
<PAGE>
SCHEDULE 13D
CUSIP No. 680293305 Page 9 of 17 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
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 166,664 Preferred Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 166,664 Preferred Shares
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
166,664 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)
15.92%
14 TYPE OF REPORTING PERSON*
OO;IA
<PAGE>
SCHEDULE 13D
CUSIP No. 680293107 Page 10 of 17 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham Holdings II, 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
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 1,606,488 Common Shares
9 SOLE DISPOSITIVE POWER
REPORTING
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,606,488 Common Shares
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*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 680293305 Page 11 of 17 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham Holdings II, 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
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 299,016 Preferred Shares
9 SOLE DISPOSITIVE POWER
REPORTING
PERSON
WITH 10 SHARED DISPOSITIVE POWER
299,016 Preferred Shares
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*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 680293107 Page 12 of 17 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham Holdings III, 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
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 83,748 Common Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
9 SOLE DISPOSITIVE POWER
REPORTING 83,748 Common Shares
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
83,748 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)
1.01%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 680293305 Page 13 of 17 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham Holdings III, 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
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 18,184 Preferred Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
9 SOLE DISPOSITIVE POWER
REPORTING 18,184 Preferred Shares
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
18,184 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)
1.74%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
Page 14 of 17 Pages
SCHEDULE 13D
This Amendment No. 15 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 by adding the following information
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. Gotham Holdings II, L.L.C. ("Holdings II") with respect to
shares indirectly owned by it through the Purchaser. Gotham Holdings III,
L.L.C. ("Holdings III") with respect to shares directly owned by it. The
Purchaser, Gotham, Gotham III, Gotham Advisors, Holdings II and Holdings III
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 interests 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.
On February 17, 2000, Gotham distributed 190,766 common shares and 33,126
preferred shares to a limited partner of Gotham, in connection with such
limited partner's withdrawal from Gotham. The common shares and preferred
shares had a deemed value of $2.75 and $15.375 per share, respectively, as of
January 1, 2000, the effective date of the withdrawal of such limited partner.
Subsequently, an affiliate of such limited partner recontributed an identical
number of common and preferred shares to Holdings II in consideration of an
ownership interest in Holdings II.
On February 17, 2000, Gotham International distributed 71,625 common shares
and 18,184 preferred shares to a shareholder of Gotham International, in
connection with such shareholder's redemption of its shares from Gotham
International. The common shares and preferred shares had a deemed value of
$2.75 and $15.375 per share, respectively, as of January 1, 2000, the
effective date of such redemption. Subsequently, such shareholder
recontributed an identical number of common and preferred shares to Holdings
III in consideration of an ownership interest in Holdings III.
Each of Gotham and Gotham III was formed to engage in the buying and selling
of securities for investment for its own account. Each of Gotham Advisors and
Gotham Holdings Management LLC, a Delaware limited liability company ("Gotham
Management") 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 and Holdings II and Holdings III, respectively.
Section H Partners, L.P., a New York limited partnership ("Section H"),
is the sole general partner of Gotham and Gotham III. Karenina Corp., a New
York corporation ("Karenina"), and DPB Corp., a New York corporation ("DPB"),
are the sole general partners of Section H. Karenina is wholly owned by Mr.
William A. Ackman. DPB is wholly owned by Mr. David P. Berkowitz. Gotham
Management is the manager of Holdings II and Holdings III. Pursuant to an
investment management agreement (the "Investment Management Agreement"),
Gotham Advisors has the power to vote and dispose of the shares of Common
Stock held for the account of Gotham International and, accordingly, may be
deemed the "beneficial owner" of such shares. Messrs. Ackman and Berkowitz
are the Senior Managing Members of Gotham Advisors and Gotham Management.
<PAGE>
Page 15 of 17 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 Common Stock purchased by Gotham
was $48,773, the aggregate purchase price of the Common Stock purchased
by Gotham III was $31,425 and the aggregate purchase price of the Common Stock
purchased by Gotham International was $268,343. All of the funds required for
these purchases were obtained from the general funds of Gotham, Gotham III and
Gotham International, respectively.
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 1,650 Preferred Shares owned by Gotham III are
convertible into 1,100 Common Shares and the 166,664 Preferred Shares owned by
Gotham International are convertible into 111,109 Common Shares and the 18,184
Preferred Shares owned by Holdings III are convertible into 12,123 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, Gotham III and Holdings 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 1,978,078 or 23.27% of the
outstanding Common Shares, of which (i) 371,590 Common Shares are directly
owned by Gotham (including the 3,067 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 through the Purchaser.
Gotham III beneficially owns an aggregate of 1,651,929 or 19.44% of the
outstanding Common Shares, of which (i) 45,441 Common Shares are directly
owned by Gotham III (including 1,100 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 300,666 or 28.72% of the outstanding
Preferred Shares, of which (i) 1,650 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 16 of 17 Pages
Gotham International owns 818,558 Common Shares (including the
111,109 Common Shares into which the Preferred Shares owned by Gotham
International are convertible) or 9.74% of the outstanding Common Shares
(which would be outstanding following such conversion) and 166,664 Preferred
Shares or 15.92% 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.
Holdings II beneficially owns an aggregate of 1,606,488 or 18.91%
of the outstanding Common Shares, which are indirectly owned by Holdings II
through the Purchaser. Holdings II beneficially owns an aggregate of 299,016
or 28.56% of the outstanding Preferred Shares, which are indirectly owned by
Holdings II through the Purchaser.
Holdings III owns 83,748 Common Shares (including the 12,123
Common Shares into which the Preferred Shares owned by Gotham International
are convertible) or 1.01% of the outstanding Common Shares (which would be
outstanding following such conversion) and 18,184 Preferred Shares or 1.74% 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 Management.
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, 1999, as reported in the Issuer's Quarterly
Report on Form 10-Q for the period ended September 30, 1999.
(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.
<PAGE>
c) The tables below set forth information with respect to all
purchases of Shares by the Purchaser, Gotham, Gotham III, Gotham
International, Holdings II and Holdings III during the last sixty days. In
each case, the transactions were effected through open-market purchases.
Date Shares Purchased Price per Share
Common Stock
Gotham
05/09/00 2,000 1.6125
05/15/00 10,000 1.5500
05/19/00 2,000 1.6200
05/24/00 1,800 1.6225
05/25/00 15,000 1.5925
Gotham III
05/15/00 10,000 1.5500
05/25/00 10,000 1.5925
Gotham International
04/03/00 3,000 1.6625
04/12/00 2,000 1.6625
04/13/00 2,500 1.6100
04/28/00 3,000 1.6125
05/15/00 2,000 1.6225
05/15/00 5,000 1.5500
Except as described above, none of the Purchaser, Gotham, Gotham
III, Gotham International, Gotham Advisors, Holdings II, Holdings III, Section
H, Gotham Management, DPB, Karenina, Mr. Ackman or Mr. Berkowitz has affected
any transactions in the securities of the Company during the last 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 III, Gotham International,
Gotham Advisors, Holdings II, Holdings III, Section H, Gotham Management, DPB,
Karenina, 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 17 of 17 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: May 30, 2000
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
GOTHAM HOLDINGS II, L.L.C.
By: Gotham Holdings Management LLC,
the Manager
By: /s/ William A. Ackman
William A. Ackman
Senior Managing Member
GOTHAM HOLDINGS III, L.L.C.
By: Gotham Holdings Management LLC,
the Manager
By: /s/ William A. Ackman
William A. Ackman
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.
