SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)
Hallwood Realty Partners, L.P.
(Name of Issuer)
Units Representing Limited Partnership Interests
(Title of class of securities)
40636T5
(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)
June 27, 1997
(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. 4063T5 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) [ ]
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 247,994
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 247,994
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
247,994
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
14.82%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
Page 3 of 4 Pages
This Amendment No. 10 amends and supplements the Statement on Schedule
13D (the "Schedule 13D") relating to the Units representing limited
partnership interests (the "Units") of Hallwood Realty Partners, L.P., a
publicly-traded Delaware partnership (the "Partnership"), previously filed by
Gotham Partners, L.P., a New York limited partnership ("Gotham").
Capitalized terms used and not defined in this Amendment have the
meanings set forth in the Schedule 13D.
Except as specifically provided herein, this Amendment does not modify
any of the information previously reported on Schedule 13D.
* * *
Item 4 is hereby amended to add the following information:
Item 4. Purpose of Transaction
On February 26, 1997, Gotham filed a Complaint for Inspection of
Partnership Records against the Partnership and the general partner of the
Partnership in an action entitled Gotham Partners, L.P. v. Hallwood Realty
Partners, L.P. and Hallwood Realty Corporation, in Civil Action No. 15578,
in the Court of Chancery of the State of Delaware in and for New Castle
County (Action No. 1). The complaint seeks access to Partnership records
pursuant to Section 17-305 of the Delaware Revised Uniform Limited
Partnership Act, Section 11.01(b) of the Amended and Restated Agreement of
Limited Partnership of the Partnership and otherwise in accordance with
applicable law. Gotham had previously sought such access to Partnership
books and records by a demand letter as described in Amendment No. 6 to the
Schedule 13D filed on January 27, 1997. The Partnership would not make such
documents available without imposing unreasonable conditions on such access.
Accordingly, Gotham has commenced the above-described action.
On June 20, 1997, Gotham filed an action entitled Gotham Partners, L.P.
v. Hallwood Realty Partners, L.P., Hallwood Realty Corporation, The Hallwood
Group Incorporated, Anthony J. Gumbiner, Brian M. Troup, William L. Guzzetti,
Alan G. Crisp, William F. Forsyth, Edward T. Story, and Udo H. Walther, in
the Court of Chancery of the State of Delaware in and for New Castle County
(Action No. 2). A copy of the complaint in said action is attached to
Gothams 13D Amendment No. 8. In the new action, Gotham alleges, among other
things, that the General Partner and its principals and affiliates have
engaged in a pattern of waste and self-dealing intended to entrench the
General Partner; to consolidate its control over the Partnership; to dilute
the interests of other limited partners; to acquire limited partnership Units
at unfairly low prices which were substantially below the net asset value per
Unit of the Partnerships properties; to appropriate to the General Partner
and its affiliates the net asset value of the Partnership and its assets; and
to secure for themselves a future stream of excessive management fees. Among
other things, Gotham alleges that the subject transactions were undertaken in
violation of the partnership agreement and the fiduciary duties reflected
therein. By way of relief, among other things, Gotham seeks to set aside the
transactions through which the General Partner and its affiliates purchased
limited partnership Units from the Partnership at unfairly low prices, and
Gotham will seek to remove the General Partner due to its pattern of conduct.
On June 25, 1997, Gotham filed a motion to amend its complaint in
Action No. 1 to join claims of breaches of the partnership agreement and
breaches of fiduciary duty by the original defendants in Action No. 1 and to
join as additional defendants on those claims The Hallwood Group
Incorporated, Anthony J. Gumbiner, Brian M. Troup, William L. Guzzetti, Alan
G. Crisp, William F. Forsyth, Edward T. Story, and Udo H. Walther, all of
whom are also named as defendants in Action No. 2. The new claims asserted
in the proposed amended complaint in Action No. 1 are substantially similar
to those asserted in the complaint in Action No. 2. Gotham seeks in its
proposed amended complaint in Action No. 1 relief similar to that sought in
Action No. 2, including rescission of unfair, self-dealing transactions
between the Partnership and the General Partner and its affiliates and
removal of the General Partner due to its pattern of misconduct. A copy of
the complaint in Action No. 2 is attached hereto.
On June 27, 1997, in Action No. 1, the parties entered into a
Stipulation and Order Concerning Production of Limited Partnership Books and
Records and List of Limited Partners (Stipulation). Under the
Stipulation, which was executed by the parties and will be submitted for
execution and entry by the Court, the defendants (the Partnership and the
General Partner) have agreed, subject to various conditions set forth
therein, to produce to Gotham copies of designated Partnership records and a
list of Limited Partners.
<PAGE>
Page 4 of 4 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.
June 30, 1997
GOTHAM PARTNERS, L.P.
By: Section H Partners, L.P.
its general partner
By: Karenina Corp.,
a general partner of Section H
Partners, L.P.
By:/s/ William A. Ackman
----------------------
William A. Ackman
President
