-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MKvtlGzcIG75YPqrHlx7LXjfW2OHESSENtGcdZqz/42+bFkdb0Q8oqc2hSoTE8ef 95rgAJKRUF0IiZOpLy8VbQ== 0000902664-97-000185.txt : 19970509 0000902664-97-000185.hdr.sgml : 19970509 ACCESSION NUMBER: 0000902664-97-000185 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970508 SROS: NONE GROUP MEMBERS: GOTHAM PARTNERS II, L.P. GROUP MEMBERS: GOTHAM PARTNERS LP /NY/ GROUP MEMBERS: GOTHAM PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SLH CORP CENTRAL INDEX KEY: 0001029023 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 431764632 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50643 FILM NUMBER: 97598340 BUSINESS ADDRESS: STREET 1: 2600 GRAND BLVD STREET 2: SUITE 500 CITY: KANSAS CITY STATE: MO ZIP: 64108 BUSINESS PHONE: 8168427000 MAIL ADDRESS: STREET 1: LATHROP & GAGE LC STREET 2: 2345 GRAND BLVD CITY: KANSAS CITY STATE: MO ZIP: 64108 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOTHAM PARTNERS LP /NY/ CENTRAL INDEX KEY: 0000899983 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 237 PARK AVENUE 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) SLH Corporation (Name of Issuer) Common Stock, $.01 par value (Title of class of securities) 783988108 (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) May 7, 1997 (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). SCHEDULE 13D CUSIP No. 783988108 Page 2 of 6 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 213,505 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 9 SOLE DISPOSITIVE POWER REPORTING 213,505 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 213,505 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.16% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 783988108 Page 3 of 6 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 1,895 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 9 SOLE DISPOSITIVE POWER REPORTING 1,895 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,895 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .12% 14 TYPE OF REPORTING PERSON* PN Page 4 of 6 Pages This Amendment No. 2 amends and supplements the Statement on Schedule 13D (the "Schedule 13D") relating to the Common Stock, $0.01 par value ("Common Stock"), of SLH Corporation, a Kansas corporation (the "Company") previously filed by Gotham Partners, L.P. ("Gotham") and Gotham Partners II, L.P. ("Gotham II") both New York limited partnerships. Capitalized terms used and not defined in this Amendment have the meanings set forth in the Schedule 13D. Gotham and Gotham II are hereinafter referred to as the "Reporting Persons". Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Schedule 13D 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 Common Stock purchased by Gotham was $4,706,631 and the aggregate purchase price of the Common Stock purchased by Gotham II was $33,994. All of the funds required for these purchases were obtained from the general funds of Gotham and Gotham II, respectively. Item 5 is hereby amended to add the following information: Item 5. Interest in Securities of the Issuer (a) Gotham owns 213,505 shares of Common Stock as of the date of this Statement, representing an aggregate of approximately 13.16% of the outstanding Common Stock of the Company. Gotham II owns 1,895 shares of Common Stock as of the date of this Statement, representing an aggregate of approximately .12% of the outstanding Common Stock of the Company. The percentages in this paragraph are calculated based upon 1,622,276 outstanding shares of Common Stock of the Company as of February 24, 1997 as reported in the Company's Annual Report on Form 10-K for the year ended December 31, 1996. (b) Each of Gotham and Gotham II has sole power to vote and to dispose of all of the Common Stock beneficially owned by it. Page 5 of 6 Pages (c) The tables below set forth information with respect to all purchases and sales of Common Stock by Gotham and Gotham II since March 31, 1997. In each case, the transactions took place in the over-the-counter market. Gotham Shares of Common Stock Date Purchased/(Sold) Price per Share 05/07/97 101,765 $46.25 Gotham II Shares of Common Stock Date Purchased/(Sold) Price per Share 05/07/97 735 $46.25 Page 6 of 6 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. May 8, 1997 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 -----END PRIVACY-ENHANCED MESSAGE-----