SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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)
October 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. 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 226,179
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 226,179
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
226,179
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
1.98%
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 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 15,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 15,000
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
15,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
.13%
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
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 200,575
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 200,575
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
200,575
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
1.76%
14 TYPE OF REPORTING PERSON*
OO;IA
<PAGE>
Page 5 of 9 Pages
This Amendment No. 2 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"), Gotham Partners II, L.P., a New York limited partnership ("Gotham
II") and Gotham International Advisors, L.L.C., a Delaware limited liability
company ("Gotham Advisors"). 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 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 interest 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.
<PAGE>
Page 6 of 9 Pages
Item 3 is hereby amended as follows.
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, Gotham II, Gotham III and Gotham International and
reported in this Amendment No. 6 was $81,563, 56,445, $84,668 and $81,563,
respectively. All of the funds required for these purchases were obtained
from the general funds of Gotham, Gotham III and Gotham International. The
aggregate sales proceeds of the Common Stock sold during the last sixty days by
Gotham and Gotham III and reported in this Amendment No. 2 was $3,324,518 and
$57,208, respectively.
Item 5 is hereby amended to give effect to transactions in Item 2.
Item 5. Interest in Securities of the Issuer
(a) Gotham owns 226,179 shares of Common Stock as of the date of this
Amendment, representing an aggregate of approximately 1.98% of the
outstanding Common Stock of the Company. Gotham III owns 15,000 shares of
Common Stock as of the date of this Amendment, representing an aggregate of
approximately .13% of the outstanding Common Stock of the Company. Gotham
International owns 200,575 shares of Common Stock as of the date of this
Amendment, representing an aggregate of approximately 1.76% of the outstanding
Common Stock of the Company. Mr. Ackman's spouse owns 1,294 shares of Common
Stock held in 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 11,399,377 outstanding shares of Common
Stock of the Company, as of August 10,1998, as reported in the Company's Form
10-Q for the quarter ended June 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 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 transfers and
purchases of Shares by Gotham, Gotham II, Gotham III and Gotham International
during the last sixty days. In each case, the transactions were effected
through open-market purchases and sales, except for the transfers(*) arising
from the transactions in Item 2.
Date Shares of Common Price per Share
Stock Purchased/(Sold)
Gotham
09/11/98 14,450 5.6445
10/01/98 18,628* 7.0000
10/20/98 (29,450) 4.8750
10/22/98 (9,800) 4.8750
10/22/98 (677,443) 4.6250
Gotham II
09/11/98 10,000 5.6445
10/01/98 (19,992)* 7.0000
Gotham III
09/11/98 15,000 5.6445
10/01/98 1,364* 7.0000
10/20/98 (850) 4.8750
10/22/98 (300) 4.8750
10/22/98 (11,157) 4.6250
Gotham International
09/11/98 14,450 5.6445
e) The Reporting Persons ceased to be the beneficial owners of more than 5% of
the Common Stock on October 23, 1998.
<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.
October 26, 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
