-----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, VGurGv5IO3FhGVQD3NrysN5mTw1ruqr8kSC1Oh/FrirdHaQLL9ls+20rINLIpOev wT6aFDUuZOUVTevZYuQI2g== /in/edgar/work/20000530/0000899983-00-000012/0000899983-00-000012.txt : 20000919 0000899983-00-000012.hdr.sgml : 20000919 ACCESSION NUMBER: 0000899983-00-000012 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000530 GROUP MEMBERS: GOTHAM HOLDINGS II, L.L.C. GROUP MEMBERS: GOTHAM HOLDINGS III, L.L.C. 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: [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: 646276 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 0001.txt AMENDMENT NO. 15 TO SCHEDULE 13D SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 15) 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) May 25, 2000 (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 17 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 17 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 17 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 371,590 Common Shares BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 1,606,488 Common Shares 9 SOLE DISPOSITIVE POWER REPORTING 371,590 Common Shares PERSON WITH 10 SHARED DISPOSITIVE POWER 1,606,488 Common Shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,978,078 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) 23.27% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 680293305 Page 5 of 17 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 4,600 Preferred Shares BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 299,016 Preferred Shares 9 SOLE DISPOSITIVE POWER REPORTING 4,600 Preferred Shares PERSON WITH 10 SHARED DISPOSITIVE POWER 299,016 Preferred Shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 303,616 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) 29.00% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 680293107 Page 6 of 17 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 45,441 Common Shares BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 1,606,488 Common Shares 9 SOLE DISPOSITIVE POWER REPORTING 45,441 Common Shares PERSON WITH 10 SHARED DISPOSITIVE POWER 1,606,488 Common Shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,651,929 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) 19.44% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 680293305 Page 7 of 17 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 1,650 Preferred Shares BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 299,016 Preferred Shares 9 SOLE DISPOSITIVE POWER REPORTING 1,650 Preferred Shares PERSON WITH 10 SHARED DISPOSITIVE POWER 299,016 Preferred Shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 300,666 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) 28.72% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 680293107 Page 8 of 17 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 818,558 Common Shares BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 9 SOLE DISPOSITIVE POWER REPORTING 818,558 Common Shares PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 818,558 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) 9.74% 14 TYPE OF REPORTING PERSON* OO;IA SCHEDULE 13D CUSIP No. 680293305 Page 9 of 17 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 166,664 Preferred Shares BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 9 SOLE DISPOSITIVE POWER REPORTING 166,664 Preferred Shares PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 166,664 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) 15.92% 14 TYPE OF REPORTING PERSON* OO;IA SCHEDULE 13D CUSIP No. 680293107 Page 10 of 17 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gotham Holdings II, 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 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 1,606,488 Common Shares 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 1,606,488 Common Shares 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* PN SCHEDULE 13D CUSIP No. 680293305 Page 11 of 17 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gotham Holdings II, 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 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 299,016 Preferred Shares 9 SOLE DISPOSITIVE POWER REPORTING 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 12 of 17 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gotham Holdings III, 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 83,748 Common Shares BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 83,748 Common Shares PERSON WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 83,748 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) 1.01% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 680293305 Page 13 of 17 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gotham Holdings III, 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 18,184 Preferred Shares BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 18,184 Preferred Shares PERSON WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,184 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) 1.74% 14 TYPE OF REPORTING PERSON* PN Page 14 of 17 Pages SCHEDULE 13D This Amendment No. 15 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 by adding the following information 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. Gotham Holdings II, L.L.C. ("Holdings II") with respect to shares indirectly owned by it through the Purchaser. Gotham Holdings III, L.L.C. ("Holdings III") with respect to shares directly owned by it. The Purchaser, Gotham, Gotham III, Gotham Advisors, Holdings II and Holdings III 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 interests 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. On February 17, 2000, Gotham distributed 190,766 common shares and 33,126 preferred shares to a limited partner of Gotham, in connection with such limited partner's withdrawal from Gotham. The common shares and preferred shares had a deemed value of $2.75 and $15.375 per share, respectively, as of January 1, 2000, the effective date of the withdrawal of such limited partner. Subsequently, an affiliate of such limited partner recontributed an identical number of common and preferred shares to Holdings II in consideration of an ownership interest in Holdings II. On February 17, 2000, Gotham International distributed 71,625 common shares and 18,184 preferred shares to a shareholder of Gotham International, in connection with such shareholder's redemption of its shares from Gotham International. The common shares and preferred shares had a deemed value of $2.75 and $15.375 per share, respectively, as of January 1, 2000, the effective date of such redemption. Subsequently, such shareholder recontributed an identical number of common and preferred shares to Holdings III in consideration of an ownership interest in Holdings III. Each of Gotham and Gotham III was formed to engage in the buying and selling of securities for investment for its own account. Each of Gotham Advisors and Gotham Holdings Management LLC, a Delaware limited liability company ("Gotham Management") 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 and Holdings II and Holdings III, respectively. 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. Gotham Management is the manager of Holdings II and Holdings III. 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 of 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 and Gotham Management. Page 15 of 17 Pages Item 3. Source and Amount of Funds or Other Consideration Item 3 is hereby amended by adding the following: The aggregate purchase price of the Common Stock purchased by Gotham was $48,773, the aggregate purchase price of the Common Stock purchased by Gotham III was $31,425 and the aggregate purchase price of the Common Stock purchased by Gotham International was $268,343. All of the funds required for these purchases were obtained from the general funds of Gotham, Gotham III and Gotham International, respectively. 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 4,600 Preferred Shares owned by Gotham are convertible into 3,067 Common Shares, the 1,650 Preferred Shares owned by Gotham III are convertible into 1,100 Common Shares and the 166,664 Preferred Shares owned by Gotham International are convertible into 111,109 Common Shares and the 18,184 Preferred Shares owned by Holdings III are convertible into 12,123 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, Gotham III and Holdings II 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 1,978,078 or 23.27% of the outstanding Common Shares, of which (i) 371,590 Common Shares are directly owned by Gotham (including the 3,067 Common Shares into which the Preferred Shares owned by the Gotham are convertible), and (ii) 1,606,488 Common Shares are indirectly owned by Gotham through the Purchaser. Gotham beneficially owns an aggregate of 303,616 or 29.00% of the outstanding Preferred Shares, of which (i) 4,600 Preferred Shares are directly owned by Gotham, and (ii) 299,016 Preferred Shares are indirectly owned by Gotham through the Purchaser. Gotham III beneficially owns an aggregate of 1,651,929 or 19.44% of the outstanding Common Shares, of which (i) 45,441 Common Shares are directly owned by Gotham III (including 1,100 Common Shares into which the Preferred Shares owned by the Gotham III are convertible), and (ii) 1,606,488 Common Shares are indirectly owned by Gotham III through the Purchaser. Gotham III beneficially owns an aggregate of 300,666 or 28.72% of the outstanding Preferred Shares, of which (i) 1,650 Preferred Shares are directly owned by Gotham III, and (ii) 299,016 Preferred Shares are indirectly owned by Gotham III through the Purchaser. Page 16 of 17 Pages Gotham International owns 818,558 Common Shares (including the 111,109 Common Shares into which the Preferred Shares owned by Gotham International are convertible) or 9.74% of the outstanding Common Shares (which would be outstanding following such conversion) and 166,664 Preferred Shares or 15.92% 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. Holdings II beneficially owns an aggregate of 1,606,488 or 18.91% of the outstanding Common Shares, which are indirectly owned by Holdings II through the Purchaser. Holdings II beneficially owns an aggregate of 299,016 or 28.56% of the outstanding Preferred Shares, which are indirectly owned by Holdings II through the Purchaser. Holdings III owns 83,748 Common Shares (including the 12,123 Common Shares into which the Preferred Shares owned by Gotham International are convertible) or 1.01% of the outstanding Common Shares (which would be outstanding following such conversion) and 18,184 Preferred Shares or 1.74% 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 Management. 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, 1999, as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended September 30, 1999. (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, Gotham International, Holdings II and Holdings III during the last sixty days. In each case, the transactions were effected through open-market purchases. Date Shares Purchased Price per Share Common Stock Gotham 05/09/00 2,000 1.6125 05/15/00 10,000 1.5500 05/19/00 2,000 1.6200 05/24/00 1,800 1.6225 05/25/00 15,000 1.5925 Gotham III 05/15/00 10,000 1.5500 05/25/00 10,000 1.5925 Gotham International 04/03/00 3,000 1.6625 04/12/00 2,000 1.6625 04/13/00 2,500 1.6100 04/28/00 3,000 1.6125 05/15/00 2,000 1.6225 05/15/00 5,000 1.5500 Except as described above, none of the Purchaser, Gotham, Gotham III, Gotham International, Gotham Advisors, Holdings II, Holdings III, Section H, Gotham Management, DPB, Karenina, Mr. Ackman or Mr. Berkowitz has affected any transactions in the securities of the Company during the last sixty days. (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 III, Gotham International, Gotham Advisors, Holdings II, Holdings III, Section H, Gotham Management, DPB, Karenina, 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 17 of 17 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: May 30, 2000 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 GOTHAM HOLDINGS II, L.L.C. By: Gotham Holdings Management LLC, the Manager By: /s/ William A. Ackman William A. Ackman Senior Managing Member GOTHAM HOLDINGS III, L.L.C. By: Gotham Holdings Management LLC, the Manager By: /s/ William A. Ackman William A. Ackman 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-----