SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
SLH Corporation
(Name of Issuer)
Common Stock, $.01 par value
(Title of class of securities)
783988108
(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)
August 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. 783988108 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.
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 585,835
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 585,835
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
585,835
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
12.04%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 783988108 Page 3 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham Partners II, L.P.
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 5,215
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 5,215
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
5,215
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0.11%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
Page 4 of 6 Pages
This Amendment No. 3 amends and supplements the Statement on
Schedule 13D (the "Schedule 13D") relating to the Common Stock, $0.01
par value ("Common Stock"), of SLH Corporation, a Kansas corporation
(the "Company") previously filed by Gotham Partners, L.P. ("Gotham") and
Gotham Partners II, L.P. ("Gotham II") both New York limited
partnerships. 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 the Schedule 13D
Item 3 is hereby amended to add the following information:
Item 3. Source and Amount of Funds or Other Consideration
The aggregate sale price of the Common Stock sold by Gotham
was $2,487,739 and the aggregate sale price of the Common Stock sold
by Gotham II was $21,541.
Item 5 is hereby amended to add the following information:
Item 5. Interest in Securities of the Issuer
(a) Gotham owns 585,835 shares of Common Stock as of the date of
this Statement, representing an aggregate of approximately 12.04% of the
outstanding Common Stock of the Company. Gotham II owns 5,215 shares of
Common Stock as of the date of this Statement, representing an aggregate
of approximately 0.11% of the outstanding Common Stock of the Company.
The percentages in this paragraph are calculated based upon 4,866,828
outstanding shares of Common Stock of the Company as of August 4, 1997
as reported in the Company's Form 10-Q for the quarter ended June 30,
1997.
(b) Each of Gotham and Gotham II has sole power to vote and to
dispose of all of the Common Stock beneficially owned by it.
<PAGE>
Page 5 of 6 Pages
(c) The tables below set forth information with respect to all
purchases and sales of Common Stock by Gotham and Gotham II since August
8, 1997. In each case, the transactions took place in the over-the-
counter market.
Gotham
Shares of Common Stock Price
Date (Sold) per Share
08/08/97 5,145 $49.26
08/11/97 11,675 $44.54
08/12/97 1,780 $43.50
08/15/97 5,935 $42.99
08/18/97 1,655 $43.50
08/19/97 5,418 $43.37
08/20/97 2,775 $43.77
08/21/97 6,450 $44.08
08/22/97 1,700 $44.35
08/25/97 4,132 $45.66
08/26/97 4,057 $51.02
08/27/97 3,958 $50.00
Gotham II
Shares of Common Stock Price
Date (Sold) per Share
08/08/97 55 $49.26
08/11/97 125 $44.54
08/12/97 20 $43.50
08/15/97 65 $42.99
08/18/97 20 $43.50
08/19/97 57 $43.37
08/25/97 43 $45.66
08/26/97 43 $51.02
08/27/97 42 $50.00
<PAGE>
Page 6 of 6 Pages
After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
August 27, 1997
GOTHAM PARTNERS, L.P.
By: Section H Partners, L.P.
its general partner
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: DPB Corporation,
a general partner of Section H Partners,L.P.
By: /s/ David P. Berkowitz
David P. Berkowitz
President
