SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment #2
Omega Worldwide, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of class of securities)
68210B108
(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 23, 1998
(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. 68210B108 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.
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 960,610
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 960,610
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
960,610
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
7.84%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 68210B108 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.
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 8,225
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 8,225
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
8,225
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
.07%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 68210B108 Page 4 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham International Advisors, L.L.C.
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
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 228,065
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 228,065
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
228,065
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
1.86%
14 TYPE OF REPORTING PERSON*
OO; IA
<PAGE>
Page 5 of 7 Pages
Item 1. Security and Issuer
This Amendment #2 amends and supplements the statement on Schedule 13D
(the "Statement") relating to the Common Stock, $.01 par value ("Common
Stock"), of Omega Worldwide, Inc., a Maryland corporation (the "Company")
previously filed by Gotham Partners, L.P., a New York limited partnership
("Gotham"), with respect to shares of Common Stock owned by it, Gotham
Partners II, L.P., a New York limited partnership ("Gotham II"), with respect
to shares of Common Stock owned by it, and Gotham International Advisors,
L.L.C., a Delaware limited liability company ("Gotham Advisors", and together
with Gotham and Gotham II, the "Reporting Persons"), with respect to shares of
Common Stock owned by Gotham Partners International, Ltd. ("Gotham
International"), a Cayman exempted company.
Capitalized terms used and not defined in this Amendment have the meanings
set forth in the Statement.
Item 3 is hereby amended to add the following information.
Item 3. Source and Amount of Funds or Other Consideration
The aggregate purchase price of the Common Stock purchased by Gotham
and Gotham II was $1,027,950 and $34,038, respectively. The aggregate
purchase price of the Common Stock purchased by Gotham International was
$312,639. All of the funds required for the purchases were obtained from the
general funds of Gotham and Gotham International, respectively.
Item 5 is hereby amended to add the following information.
Item 5. Interest in Securities of the Issuer
(a) Gotham owns 960,610 shares of Common Stock as of the date of this
Statement, representing an aggregate of approximately 7.84% of the outstanding
Common Stock of the Company. Gotham II owns 8,225 shares of Common Stock as
of the date of this Statement, representing an aggregate of approximately .07%
of the outstanding Common Stock of the Company. Gotham International owns
228,065 shares of Common Stock as of the date of this Statement, representing
an aggregate of approximately 1.86% of the outstanding Common Stock of the
Company. The percentages in this paragraph are calculated based upon
12,250,000 outstanding shares of Common Stock of the Company as reported in
the Company's Regisration Statement effective April 2, 1998. None of Gotham
Advisors, Section H, Karenina, DPB, Mr. Ackman or Mr. Berkowitz beneficially
own any Common Stock (other than the Common Stock beneficially owned by
Gotham, Gotham II and Gotham International).
(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. Pursuant to the Investment
Management Agreement, Gotham Advisors currently has the power to vote and to
dispose of all of the Common Stock beneficially owned by Gotham International.
<PAGE>
Page 6 of 7 Pages
(c) The tables below set forth information with respect to all purchases
of Common Stock by Gotham, Gotham II and Gotham International. In each case,
the transactions took place in the over-the-counter market since the last
amendment.
Shares of Common Stock
Date Purchased/(Sold) Price per Share
Gotham
06/16/98 7,510 8.7500
06/18/98 33,250 8.6875
06/19/98 16,250 8.5313
06/22/98 20,400 8.1042
06/23/98 13,300 7.5921
06/23/98 10,000 7.6250
06/24/98 8,045 7.1875
06/25/98 17,700 7.5915
Gotham II
06/16/98 3,890 8.7500
Gotham International
06/18/98 7,750 8.6875
06/19/98 3,750 8.5313
06/22/98 9,600 8.1042
06/23/98 5,700 7.5921
06/24/98 1,955 7.1875
06/25/98 10,300 7.5915
Except as described above, none of Gotham, Gotham II, Gotham
International, Gotham Advisors, 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.
<PAGE>
Page 7 of 7 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.
June 25, 1998
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
GOTHAM INTERNATIONAL ADVISORS, L.L.C.
By: /s/ David P. Berkowitz
David P. Berkowitz
Senior Managing Member
