-----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, GZj/Mz/AAalAwQguXBAHcOZu4Ok8vzKXakorA8Iq0iEsp0M5K+YXtCIpBNyJAe75 mKFeYnxzzF0t+pD/hSoTtg== 0000895345-96-000157.txt : 19960725 0000895345-96-000157.hdr.sgml : 19960725 ACCESSION NUMBER: 0000895345-96-000157 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960724 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HALLWOOD REALTY PARTNERS L P CENTRAL INDEX KEY: 0000865439 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 752313955 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44605 FILM NUMBER: 96598284 BUSINESS ADDRESS: STREET 1: 3710 RAWLINS STE 1500 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 2145285588 MAIL ADDRESS: STREET 2: 3710 RAWLINS SUITE 1500 CITY: DALLAS STATE: TX ZIP: 75219 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. 4) Hallwood Realty Partners, L.P. - ---------------------------------------------------------------- (Name of Issuer) Units Representing Limited Partnership Interests - ---------------------------------------------------------------- (Title Class of Securities) 40636T5 - ---------------------------------------------------------------- (CUSIP Number) 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 23, 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 4 SEC 1746 (12-91) SCHEDULE 13D CUSIP No. 40636T5 Page 2 of 4 Pages ---------- --- --- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gotham Partners, L.P. 13-3700768 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ] (B)[ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE IF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER 7 SOLE VOTING POWER OF SHARES 235,194 BENEFICI 8 SHARED VOTING POWER ALLY OWNED 0 BY EACH 9 SOLE DISPOSITIVE POWER REPORT- ING 235,194 PERSON 10 SHARED DISPOSITIVE POWER WITH 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 235,194 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.06% 14 TYPE OF REPORTING PERSON* PN 2 of 4 This Amendment No. 4 amends and supplements the Schedule 13D (the "Schedule 13D") relating to the Units representing limited partnership interests (the "Units") of Hallwood Realty Partners, L.P., a publicly-traded Delaware partnership (the "Partnership"), previously filed by Gotham Partners, L.P., a New York limited partnership ("Gotham"). Capitalized terms used and not defined herein have the meaning set forth in 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 69,494 Units reported by this Amendment No. 4 was approximately $1,865,914, all of which was obtained from the general funds of Gotham. * * * Item 5 is hereby amended to add the following information. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Gotham owns 235,194 Units as of the date of this Amendment No. 4, representing an aggregate of approximately 14.06% of the outstanding Units (based upon 1,673,005 Units reported to be outstanding in a May 29, 1996 press release issued by the Partnership). (c) The table below sets forth information with respect to all purchases of Units by Gotham not previously reported. All of such purchases took place in open-market transactions on the American Stock Exchange:
Transaction Date Number of Units Price per Unit ---------------- --------------- -------------- 7/23/96 62,994 26.85 7/23/96 6,500 26.85
3 of 4 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. July 24, 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 4 of 4 -----END PRIVACY-ENHANCED MESSAGE-----