UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
Keene Corporation
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(Name of Issuer)
Common Stock
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(Title Class of Securities)
487315103
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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
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
July 31, 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 [ ].
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.)
* 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).
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SEC 1746 (12-91)
SCHEDULE 13D
CUSIP No. 487315103 Page 2 of 5 Pages
------------ --- ---
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham Partners II, 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 OF LEGAL PROCEEDINGS IF REQUIRED
PURSUANT TO ITEMS 2(a) OR 2(b) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER 7 SOLE VOTING POWER
OF 699,813
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 699,813
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
699,813
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
6.7%
14 TYPE OF REPORTING PERSON*
PN
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SCHEDULE 13D
CUSIP No. 487315103 Page 3 of 5 Pages
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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 OF LEGAL PROCEEDINGS IF REQUIRED
PURSUANT TO ITEMS 2(a) OR 2(b) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER 7 SOLE VOTING POWER
OF 64,487
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 64,487
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
64,487
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.62%
14 TYPE OF REPORTING PERSON*
PN
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This Amendment No. 4 amends and supplements the Schedule 13D (the
"Schedule 13D") relating to the shares of common stock (the "Shares")
of Keene Corporation, a Delaware corporation (the "Company"),
previously 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"). Capitalized terms used and not
defined herein have the meaning set forth in the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The aggregate purchase price of the Shares purchased by Gotham
and reported by this Amendment was $47,580 and the aggregate purchase
price of the Shares purchased by Gotham II and reported by this
Amendment was $13,764. All of the funds required for these purchases
were obtained from the general funds of Gotham and Gotham II,
respectively.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Gotham owns 699,813 Shares as of the date of this Statement,
representing an aggregate of approximately 6.7% of the outstanding
Shares (based upon 10,441,960 Shares reported by the Company to be
outstanding in the Keene Corp. Second Amended Disclosure filed March
11, 1996). Gotham II owns 64,487 Shares as of the date of this
Statement, representing an aggregate of approximately .62% of the
outstanding Shares.
The table below sets forth information with respect to all
purchases of shares not previously reported. All of such purchases
took place in open-market transactions on the NASDAQ.
Gotham
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Date Number of Shares Price per Share
---- ---------------- ---------------
6/25/96 44,100 $.4166
7/22/96 14,727 $.3333
7/31/96 73,636 $ .33
Gotham II
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Date Number of Shares Price per Share
---- ---------------- ---------------
6/25/96 900 $.4166
6/27/96 37,500 $.3426
7/22/96 273 $.3333
7/31/96 1,364 $ .33
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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.
August 1, 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
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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
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