SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13G*
(Rule 13d-102)
(Amendment No. 1)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
Syntroleum Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
783988108
(CUSIP Number)
December 31, 1998
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule 13G is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
(Page 1 of 10 Pages)
________________
*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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for purposes 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>
CUSIP No. 783988108 13G Page 2 of 10 Pages
____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Gotham Partners, L.P.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
363,063
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
-0-
OWNED BY ___________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
363,063
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
-0-
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
363,063
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
1.35%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 783988108 13G Page 3 of 10 Pages
____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Gotham Partners II, L.P.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
-0-
OWNED BY ___________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
-0-
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
-0-
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
0%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
OO
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 783988108 13G Page 4 of 10 Pages
____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Gotham International Advisors, L.L.C.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
279,190
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
-0-
OWNED BY ___________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
279,190
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
-0-
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
279,190
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
1.04
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IA
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 783988108 13G Page 5 of 10 Pages
____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Gotham Partners III, L.P.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
3,775
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
-0-
OWNED BY ___________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
3,775
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
-0-
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
3,775
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
.01%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 783988108 13G Page 6 of 10 Pages
The Schedule 13G (the "Schedule 13G") initially filed on July 21, 1998 is
Hereby amended by this Amendment No. 1 to the Schedule 13G.
Item 1(a). Name of Issuer:
Item 1(a) is hereby restated as follows:
The name of the issuer is Syntroleum Corporation (the "Company").
Item 1(b). Address of Issuer's Principal Executive Offices:
The Company's principal executive offices are located at 5000 W 95th
Street, Suite 260, Shawnee Mission, Kansas, 66207.
Item 2(a). Name of Person Filing:
Item 2(a) is hereby restated as follows:
This statement is filed by:
(i) Gotham Partners, L.P., a New York limited partnership
("Gotham") with respect to the shares of Common Stock directly
owned by it;
(ii) Gotham Partners II, L.P., a New York limited partnership
organized under the laws of the State of New York ("Gotham II"),
with respect to the shares of Common Stock directly owned by
it;
(iii) Gotham International Advisors, L.L.C., a limited liability
company organized under the laws of the State of Delaware
("Gotham Advisors"), which serves as investment manager to Gotham
Partners International, Ltd. ("Gotham International"), a company
organized under the laws of the Cayman Islands, with respect to
the shares of Common Stock directly owned by Gotham
International; and
(iv) Gotham Partners III, L.P., a New York limited partnership
organized under the laws of the State of New York ("Gotham III"),
with respect to the shares of Common Stock directly owned by
it;
The foregoing persons are hereinafter sometimes
collectively referred to as the "Reporting Persons." Any
disclosures herein with respect to persons other than the
Reporting Persons are made on information and belief after
making inquiry to the appropriate party.
Item 2(b). Address of Principal Business Office or, if None, Residence:
Item 2(b) is hereby restated as follows:
The address of the business office of Gotham, Gotham II, Gotham Advisors
and Gotham III is 110 East 42nd Street, 18th Floor, New York, New York, 10017.
The address of the business office 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
Item 2(c). Citizenship:
Item 2(c) is hereby restated as follows:
Gotham, Gotham II and Gotham III are limited partnerships organized under
the laws of the State of New York. Gotham Advisors is a limited liability
company organized under the laws of the State of Delaware.
Item 2(d). Title of Class of Securities:
Item 2(d) is hereby restated as follows:
Common Stock, $0.01 par value (the "Common Stock")
<PAGE>
CUSIP No. 783988108 13G Page 7 of 10 Pages
Item 2(e). CUSIP Number:
Item 2(e) is hereby restated as follows:
783988108
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or
(c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the
Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of
the Act,
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940,
(e) [ ] Investment Adviser in accordance with Rule
13d-1 (b)(1)(ii)(E),
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance with
13d-1 (b)(1)(ii)(F),
(g) [ ] Parent Holding Company or control person in accordance
with Rule 13d-1 (b)(1)(ii)(G),
(h) [ ] Savings Association as defined in Section 3(b) of the
Federal Deposit Insurance Act,
(i) [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940,
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Not applicable.
<PAGE>
CUSIP No. 783988108 13G Page 8 of 10 Pages
Item 4. Ownership.
Item 4 is hereby restated as follows:
A. Gotham Partners, L.P.
(a) Amount beneficially owned: 363,063
(b) Percent of class: 1.35% The percentages used herein and in
the rest of Item 4 are calculated based upon the 26,900,000 shares of Common
Stock issued and outstanding as of November 1, 1998 as reflected in the
Company's form 10-Q for the period ending September 30, 1998.
(c)(i) Sole power to vote or direct the vote: 363,063
(ii) Shared power to vote or direct the vote: -0-
(iii) Sole power to dispose or direct the disposition: 363,063
(iv) Shared power to dispose or direct the disposition: -0-
B. Gotham Partners II, L.P.
(a) Amount beneficially owned: -0-
(b) Percent of class: 0%
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: -0-
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: -0-
C. Gotham International Advisors, L.L.C.
(a) Amount beneficially owned: 279,190
(b) Percent of class: 1.04%
(c)(i) Sole power to vote or direct the vote: 279,190
(ii) Shared power to vote or direct the vote: -0-
(iii) Sole power to dispose or direct the disposition: 279,190
(iv) Shared power to dispose or direct the disposition: -0-
D. Gotham Partners III, L.P.
(a) Amount beneficially owned: 3,775
(b) Percent of class: .01%
(c)(i) Sole power to vote or direct the vote: 3,775
(ii) Shared power to vote or direct the vote: -0-
(iii) Sole power to dispose or direct the disposition: 3,775
(iv) Shared power to dispose or direct the disposition: -0-
<PAGE>
CUSIP No. 783988108 13G Page 9 of 10 Pages
Item 5. Ownership of Five Percent or Less of a Class.
Item 5. is hereby restated as follows:
This statement is being filed to report that fact that as of date hereof, the
Reporting Persons have ceased to be the beneficial owner of more than five
percent of the class of securities. [X]
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
See Item 2.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Each of the Reporting Persons hereby makes the following certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or
effect.
<PAGE>
CUSIP No. 783988108 13G Page 10 of 10 Pages
SIGNATURES
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.
DATED: February 15, 1999
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 II, 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
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
