SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Farm Family Holdings, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of class of securities)
307901108
(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)
April 7, 1999
(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. 307901108 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 360,474
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 360,474
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
360,474
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
6.86%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 307901108 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 4,426
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 4,426
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
4,426
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
.08%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 307901108 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 40,600
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 40,600
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
40,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
.8%
14 TYPE OF REPORTING PERSON*
OO;IA
<PAGE>
Page 5 of 9 Pages
Item 1. Security and Issuer
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 Farm Family Holdings, 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.
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 III, L.P., a New York limited partnership ("Gotham
III"), with respect to shares of Common Stock owned by it, and Gotham
International Advisors, L.L.C., a Delaware limited liability company ("Gotham
Advisors") with respect to shares of Common Stock owned by Gotham Partners
International, Ltd. ("Gotham International"), a Cayman exempted company.
Gotham International together with Gotham and Gotham III are 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 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.
<PAGE>
Page 6 of 9 Pages
Section H Partners, L.P., a New York limited partnership ("Section H"),
is the sole general partner of Gotham and Gotham III. 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 III and (ii) Gotham Advisors, and through such
entity the affairs of Gotham International. The business address of each of
Gotham, Gotham III, 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 III, 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.
Item 3 is hereby amended
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 $807,355. All of the
funds required for these purchases were obtained from the general funds of
Gotham International.
<PAGE>
Page 7 of 9 Pages
Item 5 is hereby amended and restated in its entirety as follows.
Item 5. Interest in Securities of the Issuer
(a) Gotham owns 360,474 shares of Common Stock as of the date of this
Amendment, representing an aggregate of approximately 6.86% of the outstanding
Common Stock of the Company. Gotham III owns 4,426 shares of Common Stock as
of the date of this Amendment, representing an aggregate of approximately .08%
of the outstanding Common Stock of the Company. Gotham International owns
40,600 shares of Common Stock as of the date of this Amendment, representing
an aggregate of approximately .8% of the outstanding Common Stock of the
Company. The percentages in this paragraph are calculated based upon
5,253,813 outstanding shares of Common Stock of the Company, as of March 1,
1999, as reported in the Company's Form 10-K for the year ended December 31,
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, 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.
(c) The tables below set forth information with respect to all purchases
and sales of Common Stock by Gotham, Gotham III, Gotham International during
the past 60 days. In each case, the transactions were effected through the
New York Stock Exchange.
Gotham International
Date Shares of Common Price per Share
Stock Purchased
2/11/99 6,700 32.05
3/30/99 10,000 32.55
4/06/99 3,250 31.80
4/12/99 5,150 31.80
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.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
None of Gotham, Gotham III, 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.
April 8, 1999
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 III, 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 2
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: April 8, 1999
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 III, 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
