SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment #3
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)
December 11, 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 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0%
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 III, 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 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0%
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 1,215,900
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 1,215,900
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,215,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
9.92%
14 TYPE OF REPORTING PERSON*
OO; IA
<PAGE>
Page 5 of 7 Pages
Item 1. Security and Issuer
This Amendment #3 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 2 is hereby amended as follows.
Item 2. Identity and Background
This Statement is being filed by Gotham with respect to shares of Common Stock
owned by it, Gotham Partners III, L.P., a New York limited partnership
("Gotham III") with respect to shares of Common Stock owned by it and Gotham
Advisors with respect to shares of Common Stock owned by Gotham International.
Gotham, Gotham III and Gotham Advisors are together the "Reporting Persons".
Effective July 1, 1998, Gotham converted to a Section 3(c)(7) exempt entity
from a Section 3(c)(1) exempt entity under the Investment Company Act of 1940,
as recently amended (the "Act"). Gotham III was created in connection with
Gotham's conversion in order to provide an investment entity for those limited
partners of Gotham who did not meet the definition of a "qualified purchaser"
set forth in Section 2(a)(51) of the Act. Only "qualified purchasers" may
invest in Section 3(c)(7) exempt entities. Gotham distributed approximately
1.09% of its assets and liabilities to withdrawing limited partners, who
contributed such assets and liabilities to Gotham III in return for limited
partnership interests therein.
Effective October 1, 1998, Gotham II was dissolved. In connection with its
dissolution, Gotham II distributed all of its assets and liabilities to
withdrawing limited partners. The withdrawing limited partners who are
qualified purchasers, contributed such assets and liabilities to Gotham in
return for limited partnership interest therein. A withdrawing limited partner
who is not a qualified purchaser, contributed such assets and liabilities to
Gotham III in return for a limited partnership interest therein.
Each of Gotham and Gotham III was formed to engage in the buying and selling
of securities for investment for it's own account. Gotham Advisors was formed
for the purpose of providing a full range of investment advisory services,
including acting as the investment manager of one or more investment funds or
other similar entities, including Gotham International.
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 Shares purchased during the last sixty
days by Gotham International and reported in this Amendment No. 3 was
$4,320,792. All of the funds required for these purchases were obtained from
the general funds of Gotham International. The aggregate sales price of the
Common Stock sold during the last sixty days by Gotham and Gotham III and
reported in this Amendment No. 3 was $4,242,217 and $48,905, respectively.
Item 5 is hereby amended to add the following information.
Item 5. Interest in Securities of the Issuer
(a) Gotham owns 0 shares of Common Stock as of the date of this
Statement, representing an aggregate of approximately 0% of the outstanding
Common Stock of the Company. Gotham III owns 0 shares of Common Stock as of
the date of this Statement, representing an aggregate of approximately 0% of
the outstanding Common Stock of the Company. Gotham International owns
1,215,900 shares of Common Stock as of the date of this Statement,
representing an aggregate of approximately 9.92% of the outstanding Common
Stock of the Company. The percentages in this paragraph are calculated based
upon 12,256,000 outstanding shares of Common Stock of the Company as reported
in the Company's Form 10-Q for the quarter ended September 30, 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 III and Gotham International).
(b) Each of Gotham and Gotham III 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
and sales of Common Stock by Gotham, Gotham III and Gotham International. In
each case, the transactions took place in the over-the-counter market during
the last sixty days.
Shares of Common Stock
Date Purchased/(Sold) Price per Share
Gotham
12/11/98 (223,018) 4.3599
12/11/98 (250,000) 4.3599
12/11/98 (500,000) 4.3599
Gotham III
12/11/98 (11,217) 4.3599
Gotham International
12/11/98 234,235 4.3599
12/11/98 250,000 4.3599
12/11/98 500,000 4.3599
Except as described above, none of Gotham, Gotham III, 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.
December 14, 1998
GOTHAM PARTNERS, L.P.
By: Section H Partners, L.P.
its general partner
By: Karenina Corporation,
a general partner of Section H Partners, L.P.
By: /s/ William A. Ackman
William A. Ackman
President
GOTHAM PARTNERS III, L.P.
By: Section H Partners, L.P.
its general partner
By: Karenina Corporation,
a general partner of Section H Partners, L.P.
By: /s/ William A. Ackman
William A. Ackman
President
GOTHAM INTERNATIONAL ADVISORS, L.L.C.
By: /s/ William A. Ackman
William A. Ackman
Senior Managing Member
