SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Crescent Operating, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of class of securities)
22575M 10 0
(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)
January 27, 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. 22575M 10 0 Page 2 of 9 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 919,837
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 919,837
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
919,837
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
8.33%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 22575M 10 0 Page 3 of 9 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 9,992
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 9,992
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
9,992
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
.09%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 22575M 10 0 Page 4 of 9 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
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES 152,587
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 152,587
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
152,587
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
1.38%
14 TYPE OF REPORTING PERSON*
OO;IA
<PAGE>
Page 5 of 9 Pages
This Amendment No. 1 amends and supplements the Statement on Schedule 13D
(the "Statement") relating to the Common Stock, $.01 par value ("Common
Stock"), of Crescent Operating, Inc., a Delaware corporation (the
"Company")previously filed by Gotham Partners, L.P., a New York limited
partnership ("Gotham"), and Gotham Partners II, L.P., a New York limited
partnership ("Gotham II"). Capitalized terms used and not defined in this
Amendment have the meanings set forth in the Statement.
Except as specifically provided herein, this Amendment does not modify
any of the information previously reported in the Statement.
Item 2 is hereby amended and restated in its entirety as follows.
Item 2. Identity and Background
This Statement is being 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.
Each of Gotham and Gotham II was formed to engage in the buying and selling of
securities for investment for its 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.
Section H Partners, L.P., a New York limited partnership ("Section H"),
is the sole general partner of Gotham and Gotham II. 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. Pursuant
to an investment management agreement (the "Investment Management Agreement"),
Gotham Advisors has the power to vote and dispose of the shares of Common
Stock held for the account Gotham International and, accordingly, may be
deemed the "beneficial owner" of such shares. Messrs. Ackman and Berkowitz
are the Senior Managing Members of Gotham Advisors.
Messrs. Ackman and Berkowitz are citizens of the United States of America, and
the principal occupation of each of them is managing the affairs of (i)
Karenina and DPB, respectively, and through such entities the affairs of
Section H, Gotham and Gotham II and (ii) Gotham Advisors, and through such
entity the affairs of Gotham International. The business address of each of
Gotham, Gotham II, Gotham Advisors, Section H, Karenina, DPB and Messrs.
Ackman and Berkowitz is 110 East 42nd Street, 18th floor, New York, New York
10017. The business address of Gotham International is c/o Goldman Sachs
(Cayman) Trust, Limited, Harbour Centre, 2nd floor, P.O. Box 896, George Town,
Grand Cayman, Cayman Islands, British West Indies.
During the last five years, none of Gotham, Gotham II, Gotham Advisors, Gotham
International, 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.
Any disclosures herein with respect to persons other than the Reporting
Persons are made on information and belief after appropriate inquiry.
<PAGE>
Page 6 of 9 Pages
Item 3 is hereby amended and restated in its entirety as follows.
Item 3. Source and Amount of Funds or Other Consideration
The aggregate purchase price of the Common Stock purchased by Gotham
International and reported in this Amendment No. 1 was $3,172,569. All of the
funds required for these purchases were obtained from the general funds of
Gotham International.
Item 5 is hereby amended and restated in its entirety as follows.
Item 5. Interest in Securities of the Issuer
(a) Gotham owns 919,837 shares of Common Stock as of the date of this
Amendment, representing an aggregate of approximately 8.33% of the
outstanding Common Stock of the Company. Gotham II owns 9,992 shares of
Common Stock as of the date of this Amendment, representing an aggregate of
approximately .09% of the outstanding Common Stock of the Company.
Gotham International owns 152,587 shares of Common Stock as of the date of
this Amendment, representing an aggregate of approximately 1.38% of the
outstanding Common Stock of the Company. Mr. Ackman's spouse owns 1,294
shares of Common Stock held in the IRA Accounts representing an aggregate of
approximately .01% of the outstanding Common Stock of the Company. The
percentages in this paragraph are calculated based upon 11,041,475 outstanding
shares of Common Stock of the Company as reported in the Company's Form 10-Q
for the quarter ended September 30, 1997. 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, Gotham
International and Mr. Ackman may be deemed to be the beneficial owner of the
shares held in his spouse's IRA Accounts).
(b) 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.
(c) The tables below set forth information with respect to all purchases
and sales of Common Stock by Gotham, Gotham II, Gotham International and the
IRA Accounts during the past 60 days. In each case, the transactions were
effected through open-market purchases.
<PAGE>
Page 7 of 9 Pages
Gotham International
Date Shares of Common Price per Share
Stock Purchased
1/07/98 25,000 21.067
1/08/98 10,200 20.125
1/12/98 5,000 18.9375
1/14/98 5,163 19.100
1/16/98 1,444 20.420
1/20/98 2,630 21.050
1/23/98 60,000 20.250
1/27/98 5,650 21.510
1/27/98 7,500 21.500
1/28/98 30,000 22.1667
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.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
None of Gotham, Gotham II, Gotham International, Gotham Advisors, 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 Company, 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 profit or losses or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits
The following exhibit is being filed with this Schedule:
Exhibit 1 A written agreement relating to the filing of joint acquisition
statements as required by Rule 13d-1(f)(1) promulgated under the Securities
Exchange Act of 1934, as amended.
<PAGE>
Page 8 of 9 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.
January 28, 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
Page 9 of 9 Pages
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(f)1
The undersigned acknowledge and agree that the foregoing statement on Schedule
13D, as amended, is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D, as amended, shall be
filed on behalf of each of the undersigned without the necessity of filing
additional joint acquisition statements. The undersigned acknowledge that
each shall be responsible for the timely filing of such amendments, and for
the completeness and accuracy of the information concerning him or it
contained therein, but shall not be responsible for the completeness and
accuracy of the information concerning the other, except to the extent that he
or it knows or has reason to believe that such information is inaccurate.
DATED: January 28, 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
