THIS PAPER DOCUMENT IS BEING SUBMITTED PURSUANT TO RULE 901(D) OF
REGULATION S-T
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Resort Income Investors, Inc.
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(Name of Issuer)
Common Stock
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(Title Class of Securities)
76116510
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(CUSIP Number)
David Klafter, Esq.
Gotham Partners, L.P.
237 Park Avenue
New York, New York 10017
and
Peter Golden, Esq.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
(212) 859-8000
- ---------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
October 15, 1996
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(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 [ ].
* 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).
SCHEDULE 13D
CUSIP No. 76116510 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. 13-3700768
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [x] (B)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE IF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER 7 SOLE VOTING POWER
OF 216,966
SHARES
BENEFICI 8 SHARED VOTING POWER
ALLY 0
OWNED
BY EACH 9 SOLE DISPOSITIVE POWER
REPORT- 216,966
ING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
216,966
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 76116510 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. 13-3863925
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [x] (B)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE IF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER 7 SOLE VOTING POWER
OF 4,181
SHARES
BENEFICI 8 SHARED VOTING POWER
ALLY 0
OWNED
BY EACH 9 SOLE DISPOSITIVE POWER
REPORT- 4,181
ING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,181
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.1%
14 TYPE OF REPORTING PERSON*
PN
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D (the "Statement") relates to the
shares of common stock (the "Shares") of Resort Income Investors,
Inc., a Delaware corporation (the "Company"). The principal executive
offices of the Company are located at 150 South Wacker Drive, Chicago,
Illinois 60606.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is being filed by Gotham Partners, L.P., a New
York limited partnership ("Gotham"), and Gotham Partners II, L.P., a
New York limited partnership ("Gotham II"). Each of Gotham and Gotham
II was formed to engage in the business of buying and selling
securities.
Section H Partners, L.P., a New York limited partnership
("Section H"), is the sole general partner of Gotham and Gotham II.
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. Messrs. Ackman and Berkowitz are
citizens of the United States of America, and their principal
occupation is managing Gotham and Gotham II. The business address of each of
Gotham, Gotham II, Section H, Karenina, DPB and Messrs. Ackman and
Berkowitz is 237 Park Avenue, 9th Floor, New York, New York 10017.
During the last five years, none of Gotham, Gotham II, Section H,
Karenina, DPB, Mr. Ackman or Mr. Berkowitz (i) has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) has 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. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The aggregate purchase price of the Shares purchased by Gotham
was approximately $64,125 and the aggregate purchase price of the
Shares purchased by Gotham II was approximately $1,176. All of the
funds required for these purchases were obtained from the general
funds of Gotham and Gotham II, respectively.
ITEM 4. PURPOSE OF TRANSACTION
Each of Gotham and Gotham II has acquired the Shares covered by
this Statement for investment purposes and intends to evaluate the
performance of such securities as an investment in the ordinary course
of its business. Gotham and Gotham II may seek to acquire additional
Shares or to 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 such securities, the financial condition, results of
operations and prospects of the Company, alternate investment
opportunities, and general economic, financial market and industry
conditions.
Except as set forth above, none of the persons named herein has
any plans or proposals which would relate to or result in any of the
matters set forth in items (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Gotham owns 216,966 Shares as of the date of this Statement,
representing an aggregate of approximately 5.2% of the outstanding
Shares (based upon 4,156,000 Shares reported by the Company to be
outstanding as of August 12, 1996 in the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1996). Gotham II owns 4,181
Shares as of the date of this Statement, representing an aggregate of
approximately .1% of the outstanding Shares. None of Section H,
Karenina, DPB, Mr. Ackman or Mr. Berkowitz beneficially own any Shares
(other than the Shares beneficially owned by Gotham and Gotham II).
(b) Each of Gotham and Gotham II has sole power to vote and to
dispose of all of the Shares beneficially owned by it.
(c) In the past 60 days, Gotham and Gotham II have purchased the
following Shares at the following prices, in each case in open-market
transactions on the NASDAQ:
<TABLE>
Gotham
------
<CAPTION>
Date Number of Shares Price per Share
---- ---------------- ---------------
<S> <C> <C>
9/12/96 49,074 $.515
9/19/96 29,455 .4475
10/4/96 29,450 .410
10/15/96 33,162 .410
</TABLE>
<TABLE>
Gotham II
---------
<CAPTION>
Date Number of Shares Price per Share
---- ---------------- ---------------
<S> <C> <C>
9/12/96 926 $.515
9/19/96 545 .4475
10/4/96 550 .410
10/15/96 560 .410
</TABLE>
Except as described above, none of Gotham, Gotham II, Section H,
Karenina, DPB, Mr. Ackman or Mr. Berkowitz has effected 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.
None of Gotham, Gotham II, 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
securities, finder's fees, joint ventures, loan or option agreements,
puts or calls, guarantees of profits, divisions of profits or losses
or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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.
October 21, 1996
GOTHAM PARTNERS, L.P.
By:Section H Partners, L.P.
its general partner
By: Karenina Corp.,
a general partner
By: /s/ William A. Ackman
----------------------
William A. Ackman
President
GOTHAM PARTNERS II, L.P.
By:Section H Partners, L.P.
its general partner
By: Karenina Corp.,
a general partner
By: /s/ William A. Ackman
----------------------
William A. Ackman
President
