UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Hallwood Realty Partners, L.P.
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(Name of Issuer)
Units Representing Limited Partnership Interests
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(Title Class of Securities)
40636T5
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(CUSIP Number)
Craig F. Miller, 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
December 19, 1995
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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 [x]. (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)
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SCHEDULE 13D
CUSIP No. 40636T5 Page 2 of 6 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) [ ] (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
SHARES 88,400
BENEFICI 8 SHARED VOTING POWER
ALLY
OWNED 0
BY EACH
9 SOLE DISPOSITIVE POWER
REPORT-
ING 88,400
PERSON 10 SHARED DISPOSITIVE POWER
WITH
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
88,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.05%
14 TYPE OF REPORTING PERSON*
PN
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ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D (the "Statement")
relates to the Units representing limited partnership
interests (the "Units") of Hallwood Realty Partners, L.P., a
publicly-traded Delaware partnership (the "Partnership").
The principal executive offices of the Partnership are
located at 3710 Rawlins, Suite 1500, Dallas, TX 75219.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is being filed by Gotham Partners, L.P.,
a New York limited partnership ("Gotham") 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. 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. The business
address of each of Gotham, 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, 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 securities of the
Partnership covered by this Statement was $1,291,709, all of
which was obtained from the general funds of Gotham.
ITEM 4. PURPOSE OF TRANSACTION
Gotham has acquired the securities of the Partnership
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
may seek to acquire additional equity securities of the
Partnership or to dispose of some or all of such securities
which it beneficially owns.
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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
Partnership, alternate investment opportunities, and general
economic, financial market and industry conditions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Gotham owns 88,400 Units as of the date of this
Statement, representing an aggregate of approximately 5.05%
of the outstanding Units (based upon 1,747,765 Units
outstanding as of November 3, 1995, as disclosed in the
Partnership's Form 10-Q for the quarter ended September 30,
1995). None of Section H, Karenina, DPB, Mr. Ackman or Mr.
Berkowitz beneficially own any Units (other than the Units
beneficially owned by Gotham).
(b) Gotham has sole power to vote and to dispose of
all of the Units beneficially owned by it.
(c) During the past sixty days, Gotham has purchased
the following Units of the Partnership, at the following
prices, in each case in open-market transactions on the
American Stock Exchange:
Date Number of Units Price per Unit
10/24/95 100 14.1950
10/26/95 500 14.3950
10/31/95 700 14.8914
11/01/95 5,000 15.0600
11/30/95 1,300 14.8673
12/08/95 6,000 14.9767
12/19/95 2,000 15.1850
Except as described above, none of Gotham, Section H,
Karenina, DPB, Mr. Ackman or Mr. Berkowitz has effected any
transactions in the securities of the Partnership 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, 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
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Partnership, 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.
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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.
December 26, 1995
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
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