-----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, InBMmPDCoiT2UEmtccvaWelgBYvj1FW5VrQPyPIgN0kNAW/KGywYV04ciEU9P6R1 to2ZJA/ROM2PoUoz768J+A== 0000895345-96-000188.txt : 19960805 0000895345-96-000188.hdr.sgml : 19960805 ACCESSION NUMBER: 0000895345-96-000188 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960802 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KEENE CORP /DE/ CENTRAL INDEX KEY: 0000862255 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC [3728] IRS NUMBER: 132596288 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41315 FILM NUMBER: 96603377 BUSINESS ADDRESS: STREET 1: 757 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2124863200 MAIL ADDRESS: STREET 1: 757 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 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 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) Keene Corporation ------------------------------------------------------------------- (Name of Issuer) Common Stock ------------------------------------------------------------------- (Title Class of Securities) 487315103 ------------------------------------------------------------------- (CUSIP Number) David Klafter, Esq. Gotham Partners, L.P. 237 Park Avenue New York, New York 10017 and Peter Golden, Esq. Fried, Frank, Harris, Shriver & Jacobson One New York Plaza New York, New York 10004 (212) 859-8000 ------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 31, 1996 ------------------------------------------------------------------- (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.) * 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). 1 of 5 SEC 1746 (12-91) SCHEDULE 13D CUSIP No. 487315103 Page 2 of 5 Pages ------------ --- --- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gotham Partners II, L.P. 13-3700768 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[X] (b)[ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IF REQUIRED PURSUANT TO ITEMS 2(a) OR 2(b) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER 7 SOLE VOTING POWER OF 699,813 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 699,813 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 699,813 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 6.7% 14 TYPE OF REPORTING PERSON* PN 2 of 5 SCHEDULE 13D CUSIP No. 487315103 Page 3 of 5 Pages ------------ --- --- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gotham Partners II, L.P. 13-3863925 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[X] (b)[ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IF REQUIRED PURSUANT TO ITEMS 2(a) OR 2(b) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER 7 SOLE VOTING POWER OF 64,487 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 64,487 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 64,487 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 .62% 14 TYPE OF REPORTING PERSON* PN 3 of 5 This Amendment No. 4 amends and supplements the Schedule 13D (the "Schedule 13D") relating to the shares of common stock (the "Shares") of Keene Corporation, 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 herein have the meaning set forth in the Schedule 13D. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The aggregate purchase price of the Shares purchased by Gotham and reported by this Amendment was $47,580 and the aggregate purchase price of the Shares purchased by Gotham II and reported by this Amendment was $13,764. All of the funds required for these purchases were obtained from the general funds of Gotham and Gotham II, respectively. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Gotham owns 699,813 Shares as of the date of this Statement, representing an aggregate of approximately 6.7% of the outstanding Shares (based upon 10,441,960 Shares reported by the Company to be outstanding in the Keene Corp. Second Amended Disclosure filed March 11, 1996). Gotham II owns 64,487 Shares as of the date of this Statement, representing an aggregate of approximately .62% of the outstanding Shares. The table below sets forth information with respect to all purchases of shares not previously reported. All of such purchases took place in open-market transactions on the NASDAQ. Gotham ------ Date Number of Shares Price per Share ---- ---------------- --------------- 6/25/96 44,100 $.4166 7/22/96 14,727 $.3333 7/31/96 73,636 $ .33 Gotham II --------- Date Number of Shares Price per Share ---- ---------------- --------------- 6/25/96 900 $.4166 6/27/96 37,500 $.3426 7/22/96 273 $.3333 7/31/96 1,364 $ .33 4 of 5 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. August 1, 1996 GOTHAM PARTNERS, L.P. By:Section H Partners, L.P. its general partner By: Karenina CORP., a general partner 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 CORP., a general partner By:/s/ William A. Ackman ---------------------- William A. Ackman President 5 of 5 -----END PRIVACY-ENHANCED MESSAGE-----