-----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, MGQIAs4g5+UQ1XElByA+eOsex/4XFF3WiKdYxyZygKulY1kVI8qtdS6zSCPlBAwi OZlKds3oKzmjM2k9OKINaA== 0000899983-98-000040.txt : 19990101 0000899983-98-000040.hdr.sgml : 19990101 ACCESSION NUMBER: 0000899983-98-000040 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981231 GROUP MEMBERS: GOTHAM INTERNATIONAL ADVISORS, L.L.C. GROUP MEMBERS: GOTHAM PARTNERS III, L.P. GROUP MEMBERS: GOTHAM PARTNERS LP /NY/ GROUP MEMBERS: GOTHAM PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OLD STONE CORP CENTRAL INDEX KEY: 0000074273 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 050341273 STATE OF INCORPORATION: RI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-32342 FILM NUMBER: 98779711 BUSINESS ADDRESS: STREET 1: 957 WARREN AVE CITY: E PROVIDENCE STATE: RI ZIP: 02914 BUSINESS PHONE: 4015210065 MAIL ADDRESS: STREET 1: 2700 HOSPITAL TRUST TOWER STREET 2: EDWARDS & ANGELL CITY: PROVIDENCE STATE: RI ZIP: 02903 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOTHAM PARTNERS LP /NY/ CENTRAL INDEX KEY: 0000899983 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 363593298 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 110 EAST 42ND ST 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2122860300 MAIL ADDRESS: STREET 1: 110 EAST 42 ND ST 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 AMENDMENT NO. 7 TO SCHEDULE 13D SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7) Old Stone Corporation (Name of Issuer) Common Stock, par value $1.00 per share Cumulative Voting Convertible Preferred Stock, Series B, par value $1.00 per share (Title of class of securities) 680293107 680293305 (CUSIP Number) William A. Ackman, Manager With a copy to: Manticore Properties, LLC Morris Orens, Esq. 110 East 42nd Street, 18th Floor Shereff, Friedman, Hoffman & New York, New York 10017 Goodman, LLP 919 Third Avenue (212) 286-0300 New York, New York 10022 (212) 758-9500 (Name, address and telephone number of person authorized to receive notices and communications) December 15, 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). SCHEDULE 13D CUSIP No. 680293107 Page 2 of 14 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Manticore Properties, L.L.C. (133974831) 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 1,606,488 Common Shares BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 9 SOLE DISPOSITIVE POWER REPORTING 1,606,488 Common Shares PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,606,488 Common Shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.91% 14 TYPE OF REPORTING PERSON* OO SCHEDULE 13D CUSIP No. 680293305 Page 3 of 14 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Manticore Properties, L.L.C. (133974831) 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 299,016 Preferred Shares BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 9 SOLE DISPOSITIVE POWER REPORTING 299,016 Preferred Shares PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 299,016 Preferred Shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.56% 14 TYPE OF REPORTING PERSON* 00 SCHEDULE 13D CUSIP No. 680293107 Page 4 of 14 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gotham Partners, L.P.(133700768) 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 41,163 Common Shares BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 1,606,488 Common Shares 9 SOLE DISPOSITIVE POWER REPORTING 41,163 Common Shares PERSON WITH 10 SHARED DISPOSITIVE POWER 1,606,488 Common Shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,647,651 Common Shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.39% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 680293305 Page 5 of 14 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gotham Partners, L.P.(133700768) 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 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 299,016 Preferred Shares 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 299,016 Preferred Shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 299,016 Preferred Shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.56% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 680293107 Page 6 of 14 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 14,608 Common Shares BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 1,606,488 Common Shares 9 SOLE DISPOSITIVE POWER REPORTING 14,608 Common Shares PERSON WITH 10 SHARED DISPOSITIVE POWER 1,606,488 Common Shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,621,096 Common Shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.08% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 680293305 Page 7 of 14 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 250 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 299,016 Preferred Shares 9 SOLE DISPOSITIVE POWER REPORTING 250 PERSON WITH 10 SHARED DISPOSITIVE POWER 299,016 Preferred Shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 297,268 Preferred Shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.4% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 680293107 Page 8 of 14 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 470,041 Common Shares BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 9 SOLE DISPOSITIVE POWER REPORTING 470,041 Common Shares PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 470,041 Common Shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.64% 14 TYPE OF REPORTING PERSON* OO;IA SCHEDULE 13D CUSIP No. 680293305 Page 9 of 14 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 52,928 Preferred Shares BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 9 SOLE DISPOSITIVE POWER REPORTING 52,928 Preferred Shares PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 52,928 Preferred Shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.06% 14 TYPE OF REPORTING PERSON* OO;IA Page 10 of 14 Pages SCHEDULE 13D This Amendment No. 7 amends and supplements the Statement on Schedule 13D, as previously amended (this "Statement"), 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"), Gotham Partners III, L.P., a New York limited partnership ("Gotham III"), together the ("Funds") and Manticore Properties, LLC, a Delaware limited liability company (the "Purchaser"), wholly-owned by Gotham, Gotham II, Gotham III and Gotham International Advisors, a Delaware limited liability company ("Gotham Advisors"), relating to the beneficial ownership of shares of Common Stock, par value $1.00 per share (the "Common Shares") and shares of Cumulative Voting Convertible Preferred Stock, Series B, par value $1.00 per share (the "Preferred Shares" and together with the Common Shares, the "Shares") of Old Stone Corporation, a Rhode Island corporation (the "Company"). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them 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 with respect to shares directly owned by it and indirectly owned by it through the Purchaser, Gotham III with respect to shares directly owned by it and indirectly owned by it through the Purchaser, and Gotham Advisors with respect to shares owned by Gotham International. The Purchaser, 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 11 of 14 Pages Item 3. Source and Amount of Funds or Other Consideration Item 3 is hereby amended by adding the following: The aggregate purchase prices of the Shares purchased by the Purchaser, Gotham, Gotham III and Gotham International and reported in this Amendment No. 7 was $16,229, $102,880, $32,762 and $220,984, respectively. All of the funds required for these purchases were obtained from the general funds of Gotham, Gotham III and Gotham International. Item 5. Interest in Securities of the Issuer Item 5 is hereby amended by adding the following: Based on the Company's Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (Reg. No. 33-21440), dated January 26, 1989, the Preferred Shares are convertible at the option of the holder for a period of twenty years after February 20, 1981 on the basis of one and one- third Common Shares for each two Preferred Shares during the first five years and thereafter are convertible on the basis of one and one-third Common Shares for that number of Preferred Shares determined by dividing the per share book value of the Common Shares as defined in the resolution creating the Preferred Shares by $20.00 but in no event will the number of Preferred Shares exchanged for one and one-third Common Shares be less than two shares. On the basis of the foregoing, the Preferred Shares held by the Reporting Persons are convertible into Common Shares on the basis of two Preferred Shares for each one and one-third Common Share. Accordingly, the 299,016 Preferred Shares owned by the Purchaser are convertible into 199,344 Common Shares, the 250 Preferred Shares owned by Gotham III are convertible into 167 Common Shares and the 52,928 Preferred Shares owned by Gotham International are convertible into 35,285 Common Shares. The Purchaser beneficially owns 1,606,488 Common Shares (including the 199,344 Common Shares into which the Preferred Shares owned by the Purchaser are convertible) or 18.91% of the outstanding Common Shares (which would be outstanding following such conversion) and 299,016 or 28.56% of the outstanding Preferred Shares. The sole power to vote or direct the voting of and the power to dispose or direct the disposition of, such Shares is held by the Purchaser. Gotham and Gotham III have shared power to vote or direct the voting of and the power to dispose or direct the disposition of, such Shares as described below. Gotham beneficially owns an aggregate of 1,647,651 or 19.39% of the outstanding Common Shares, of which (i) 41,163 Common Shares are directly owned by Gotham, and (ii) 1,606,488 Common Shares are indirectly owned by Gotham through the Purchaser. Gotham beneficially owns an aggregate of 299,016 or 28.56% of the outstanding Preferred Shares, all of which are indirectly owned by Gotham through the Purchaser. Gotham III beneficially owns an aggregate of 1,621,096 or 19.08% of the outstanding Common Shares, of which (i) 14,608 Common Shares are directly owned by Gotham III, and (ii) 1,606,488 Common Shares are indirectly owned by Gotham III through the Purchaser. Gotham III beneficially owns an aggregate of 299,266 or 28.58% of the outstanding Preferred Shares, of which (i) 250 Preferred Shares are directly owned by Gotham III, and (ii) 299,016 Preferred Shares are indirectly owned by Gotham III through the Purchaser. Page 12 of 14 Pages Gotham International owns 470,041 Common Shares (including the 35,285 Common Shares into which the Preferred Shares owned by Gotham International are convertible) or 5.64% of the outstanding Common Shares (which would be outstanding following such conversion) and 52,928 Preferred Shares or 5.06% of the outstanding Preferred Shares. The sole power to vote or direct the voting of and the power to dispose or direct the disposition of such Shares is held by Gotham Advisors. In Amendment #6, we incorrectly reported that Gotham International owned 466,595 Common Shares (including the 28,285 Common Shares into which the Preferred Shares owned by Gotham International are convertible) or 5.60%, however they actually owned 443,310 or 5.33%. The number of shares beneficially owned by each of the Reporting Persons and the percentage of outstanding shares represented thereby, have been computed in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. The ownership of the Reporting Persons is based on 8,297,046 outstanding Common Shares and 1,046,914 outstanding Preferred Shares of the Issuer as of September 30, 1998, as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended September 30, 1998. (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 of Shares by the Purchaser, Gotham, Gotham III and Gotham International since the last amendment. In each case, the transactions were effected through open-market purchases. Date Shares of Common Price per Share Stock Purchased Purchaser 12/17/98 1,188 2.1865 Gotham 10/20/98 7,000 3.0400 12/30/98 25,600 3.1875 Gotham III 10/20/98 921 3.0400 12/15/98 9,000 3.1875 12/30/98 400 3.1875 Gotham International 11/23/98 3,000 3.1300 12/24/98 2,731 3.1875 12/30/98 14,000 3.1875 Date Shares of Preferred Price per Share Stock Purchased Purchaser 12/17/98 1,988 6.8223 Gotham International 10/30/98 900 14.9375 11/02/98 4,600 15.0000 11/20/98 4,000 15.0800 12/15/98 1,000 15.5000 Except as described above, none of the Purchaser, Gotham, Gotham II, Gotham III, Gotham International, Gotham Advisors, Section H, Karenina, DPB, Mr. Ackman or Mr. Berkowitz has affected any transactions in the securities of the Company since the last amendment. (d) and (e). Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Item 6 is hereby amended by the following: None of the Purchaser, Gotham, Gotham II, 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 Shares, finder's fees, joint ventures, loan or option agreements, puts or calls, guarantees or profits, divisions of profit or leases or the giving or withholding of proxies. Page 13 of 14 Pages After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: December 31, 1998 MANTICORE PROPERTIES, LLC By: /s/ William A. Ackman Name: William A. Ackman Title: Manager 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 Name: William A. Ackman Title: 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 Name: William A. Ackman Title: President GOTHAM INTERNATIONAL ADVISORS, L.L.C. By: /s/ William A. Ackman Name: William A. Ackman Title: Senior Managing Member Exhibit Index Exhibit No. Description Exhibit 1* Agreement,dated November 14, 1997, among Manticore Properties, LLC, Gotham Partners, L.P. and Gotham Partners II, L.P. Exhibit 2* Agreement of Joint Filing Exhibit 3* Agreement of Joint Filing _________________ * Previously filed. -----END PRIVACY-ENHANCED MESSAGE-----