SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Allstar Inns Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of class of securities)
198891
(CUSIP Number)
Peter A. Nussbaum, Esq.
Schulte Roth & Zabel LLP
900 Third Avenue
New York, New York 10022
(212) 756-2000
(Name, address and telephone number of person authorized to
receive notices and communications)
October 30, 1996
(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. 198891 Page 2 of 4 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham Partners, L.P. 13-3700768
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 122,399
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 122,399
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
122,399
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
12.42%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 198891 Page 3 of 4 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham Partners II, L.P. 13-3863925
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 3,032
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 3,032
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,032
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
.31%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
This Amendment No. 3 amends and supplements the Statement on Schedule 13D
(as heretofore amended, the "Schedule 13D") relating to the Common Stock,
$0.01 par value (the "Shares") of Allstar Inns Inc., a Delaware corporation
(the "Company"), previously filed by Gotham Partners, L.P., a New York
limited partnership ("Gotham"). This amendment is also filed on behalf of
Gotham Partners II, L.P., a New York limited partnership ("Gotham II").
Capitalized terms used and not defined in this Amendment have the meanings set
forth in the Schedule 13D. Gotham and Gotham II are hereinafter referred to
as the "Reporting Persons".
Except as specifically provided herein, this Amendment does not modify
any of the information previously reported on Schedule 13D.
* * *
Item 2 is hereby amended to add the following information:
Item 2. Identity and Background
Gotham II is a New York limited partnership formed to engage in the
business of buying and selling securities. Section H is the sole general
partner of Gotham II. Karenina and DPB are the sole general partners of
Section H. The business address of Gotham, Gotham II, Karenina, Section H,
DPB and Messrs. Ackman and Berkowitz is 110 East 42nd Street, 18th Floor, New
York, New York 10017.
During the last five years, Gotham II has not (i) been convicted in a
criminal proceeding or (ii) been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting, or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws.
* * *
Item 3 is hereby amended to add the following information:
Item 3. Source and Amount of Funds or Other Consideration
The aggregate purchase price of the Shares covered by this Amendment No.
3 and purchased by Gotham was $271,687, and the aggregate purchase price of
Shares beneficially owned by Gotham II was $66,813 all of which was obtained
from the general funds of Gotham and Gotham II respectively.
* * *
Item 4 is hereby amended in its entirety as follows:
Item 4. Purpose of the Transaction
The Reporting Persons have acquired the Shares for investment purposes
and intend to continue to evaluate the performance of the Shares as an
investment in the ordinary course of their business. The Reporting Persons
may seek to acquire additional Shares or dispose of some or all of the Shares
which they beneficially own. Such actions will depend upon a variety of
factors, including, without limitation, current and anticipated future trading
prices for the Shares, the financial condition, results of operations and
prospects of the Company, alternative investment opportunities, and general
economic, financial, market, and industry conditions. Except as set
forth above, the Reporting Persons have no plans or proposals with respect to
any of the matters set forth in paragraphs (a) through (f) of this Item 4.
* * *
Item 5 is hereby amended to add the following information:
Item 5. Interest in Securities of the Issuer
(a) Gotham owns 122,399 Shares as of the close of business on November
5, 1996, representing an aggregate of approximately 12.42% of the outstanding
Shares. Gotham II owns 3,032 Shares as of the close of business on November
5, 1996, representing an aggregate of approximately .31% of the outstanding
Shares. In the aggregate, the Reporting Persons beneficially own a total of
125, 431 Shares as of November 5, 1996, constituting approximately 12.72% of
the outstanding Shares. The percentages in this paragraph are calculated
based upon 985,710 Shares outstanding as of September 30, 1996, as reported
in the Company's Form 10-Q for the quarter ended September 30, 1996.
(b) Gotham II has sole power to vote and to dispose of all of the shares
beneficially owned by it.
(c) The table below sets forth information with respect to all purchases
of Shares by Gotham and Gotham II from the 60th day prior to October 30, 1996
until November 5, 1996. All of such purchases took place on the over-the-
counter market.
Gotham
Transaction Number of Price per Aggregate
Date Shares Share Price
- - --------------- --------------- -------------- --------------
10/30/96 1,870 $23.75 $ 44,412.50
Gotham II
Transaction Number of Price per Aggregate
Date Shares Share Price
- - --------------- --------------- -------------- --------------
10/30/96 30 $23.75 $ 712.50
* * *
Item 7. Material to be Filed as Exhibits
(1) There is filed herewith as Exhibit 1 a written agreement relating to
the filing of joint acquisition statements as required by Rule 13d-1(f) (1)
of the Act.
<PAGE>
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.
November 5, 1996
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
William A. Ackman
President
By: DPB CORPORATION,
a general partner of Section H Partners, L.P.
By: /s/ David P. Berkowitz
David P. Berkowitz
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
William A. Ackman
President
By: DPB CORPORATION,
a general partner of Section H Partners, L.P.
By: /s/ David P. Berkowitz
David P. Berkowitz
President
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-1(F) 1
The undersigned acknowledge and agree that the foregoing
statement on Schedule 13D, as amended, is filed on behalf of each
of the undersigned and that all subsequent amendments to this
statement on Schedule 13D, as amended, shall be filed on behalf
of each of the undersigned without the necessity of filing
additional joint acquisition statements. The undersigned
acknowledge that each shall be responsible for the timely filing
of such amendments, and for the completeness and accuracy of the
information concerning him or it contained therein, but shall not
be responsible for the completeness and accuracy of the
information concerning the other, except to the extent that he or
it knows or has reason to believe that such information is
inaccurate.
DATED: November 5, 1996
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
William A. Ackman
President
By: DPB CORPORATION,
a general partner of Section H Partners, L.P.
By: /s/ David P. Berkowitz
David P. Berkowitz
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
William A. Ackman
President
By: DPB CORPORATION,
a general partner of Section H Partners, L.P.
By: /s/ David P. Berkowitz
David P. Berkowitz
President
