-----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, H/SjSQOoMrqtJdoCpKvK0Z07XnzvH8MfPMeojiLjoOezH0cgKUNSqfT7REFOS4lv Cr3+6vixhCLcYccozT2zdg== 0001047469-03-020927.txt : 20030610 0001047469-03-020927.hdr.sgml : 20030610 20030610161651 ACCESSION NUMBER: 0001047469-03-020927 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030610 GROUP MEMBERS: DAVID P. BERKOWITZ 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,L.P. GROUP MEMBERS: MANTICORE PROPERTIES, L.L.C GROUP MEMBERS: MANTPRO,LLC GROUP MEMBERS: WILLIAM A. ACKMAN 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: 1934 Act SEC FILE NUMBER: 005-32342 FILM NUMBER: 03739243 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: MANTICORE PROPERTIES II LP CENTRAL INDEX KEY: 0001230504 IRS NUMBER: 562350151 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 110 E 42ND ST STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2122860300 MAIL ADDRESS: STREET 1: 110 E 42ND ST STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 a2112721zsc13da.htm SC 13D/A
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 20)

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 (Common Stock)
680293305 (Preferred Stock)

(CUSIP Number)

David S. Klafter, Esq.
Gotham Partners Management Co., LLC
110 East 42nd Street
New York, NY 10017
(212) 286-0300

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 9, 2003

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

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).

Page 1 of 27 Pages

CUSIP No. 680293107

13D

Page 2 of 27 Pages


1	NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Manticore Properties, L.L.C.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)			(a) ý
				(b) o

3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions) WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
				o

6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES		7	SOLE VOTING POWER 1,407,144 Common Shares
BENEFICIALLY
OWNED BY EACH REPORTING		8	SHARED VOTING POWER 0 Common Shares
PERSON WITH
		9	SOLE DISPOSITIVE POWER 1,407,144 Common Shares

		10	SHARED DISPOSITIVE POWER 0 Common Shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,407,144 Common Shares

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
				o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.96%

14	TYPE OF REPORTING PERSON (See Instructions) OO

CUSIP No. 680293305

13D

Page 3 of 27 Pages


1	NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Manticore Properties, L.L.C.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)			(a) ý
				(b) o

3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions) WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
				o

6	CITIZENSHIP OR PLACE OF ORGANIZATION New York

NUMBER OF SHARES		7	SOLE VOTING POWER 299,016 Preferred Shares
BENEFICIALLY
OWNED BY EACH REPORTING		8	SHARED VOTING POWER 0 Preferred Shares
PERSON WITH
		9	SOLE DISPOSITIVE POWER 299,016 Preferred Shares

		10	SHARED DISPOSITIVE POWER 0 Preferred Shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 299,016 Preferred Shares

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
				o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.56%

14	TYPE OF REPORTING PERSON (See Instructions) OO

CUSIP No. 680293107

13D

Page 4 of 27 Pages


1	NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Manticore Properties II, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)			(a) o
				(b) o

3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions) WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
				o

6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES		7	SOLE VOTING POWER 251,085 Common Shares
BENEFICIALLY
OWNED BY EACH REPORTING		8	SHARED VOTING POWER 0 Common Shares
PERSON WITH
		9	SOLE DISPOSITIVE POWER 251,085 Common Shares

		10	SHARED DISPOSITIVE POWER 0 Common Shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 251,085 Common Shares

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
				o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.03%

14	TYPE OF REPORTING PERSON (See Instructions) PN

CUSIP No. 680293305

13D

Page 5 of 27 Pages


1	NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Manticore Properties II, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)			(a) o
				(b) o

3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions) WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
				o

6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES		7	SOLE VOTING POWER 38,502 Preferred Shares
BENEFICIALLY
OWNED BY EACH REPORTING		8	SHARED VOTING POWER 0 Preferred Shares
PERSON WITH
		9	SOLE DISPOSITIVE POWER 38,502 Preferred Shares

		10	SHARED DISPOSITIVE POWER 0 Preferred Shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 38,502 Preferred Shares

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
				o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.68%

14	TYPE OF REPORTING PERSON (See Instructions) PN

CUSIP No. 680293107

13D

Page 6 of 27 Pages


1	NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Mantpro, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)			(a) o
				(b) o

3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions) WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
				o

6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES		7	SOLE VOTING POWER 0 Common Shares
BENEFICIALLY
OWNED BY EACH REPORTING		8	SHARED VOTING POWER 251,085 Common Shares
PERSON WITH
		9	SOLE DISPOSITIVE POWER 0 Common Shares

		10	SHARED DISPOSITIVE POWER 251,085 Common Shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 251,085 Common Shares

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
				o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.03%

14	TYPE OF REPORTING PERSON (See Instructions) OO

CUSIP No. 680293305

13D

Page 7 of 27 Pages


1	NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Mantpro, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)			(a) o
				(b) o

3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions) WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
				o

6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES		7	SOLE VOTING POWER 0 Preferred Shares
BENEFICIALLY
OWNED BY EACH REPORTING		8	SHARED VOTING POWER 38,502 Preferred Shares
PERSON WITH
		9	SOLE DISPOSITIVE POWER 0 Preferred Shares

		10	SHARED DISPOSITIVE POWER 38,502 Preferred Shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 38,502 Preferred Shares

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
				o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.68%

14	TYPE OF REPORTING PERSON (See Instructions) OO

CUSIP No. 680293107

13D

Page 8 of 27 Pages


1	NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Gotham Partners, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)			(a) ý
				(b) o

3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions) WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
				o

6	CITIZENSHIP OR PLACE OF ORGANIZATION New York

NUMBER OF SHARES		7	SOLE VOTING POWER 564,338 Common Shares
BENEFICIALLY
OWNED BY EACH REPORTING		8	SHARED VOTING POWER 1,407,144 Common Shares
PERSON WITH
		9	SOLE DISPOSITIVE POWER 564,338 Common Shares

		10	SHARED DISPOSITIVE POWER 1,407,144 Common Share

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,971,482 Common Shares

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
				o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.76%

14	TYPE OF REPORTING PERSON (See Instructions) PN

CUSIP No. 680293305

13D

Page 9 of 27 Pages


1	NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Gotham Partners, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)			(a) ý
				(b) o

3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions) WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
				o

6	CITIZENSHIP OR PLACE OF ORGANIZATION New York

NUMBER OF SHARES		7	SOLE VOTING POWER 27,428 Preferred Shares
BENEFICIALLY
OWNED BY EACH REPORTING		8	SHARED VOTING POWER 299,016 Preferred Shares
PERSON WITH
		9	SOLE DISPOSITIVE POWER 27,428 Preferred Shares

		10	SHARED DISPOSITIVE POWER 299,016 Preferred Shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 326,444 Preferred Shares

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
				o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.18%

14	TYPE OF REPORTING PERSON (See Instructions) PN

CUSIP No. 680293107

13D

Page 10 of 27 Pages


1	NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Gotham Partners III, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)			(a) ý
				(b) o

3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions) WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
				o

6	CITIZENSHIP OR PLACE OF ORGANIZATION New York

NUMBER OF SHARES		7	SOLE VOTING POWER 56,278 Common Shares
BENEFICIALLY
OWNED BY EACH REPORTING		8	SHARED VOTING POWER 1,407,144 Common Shares
PERSON WITH
		9	SOLE DISPOSITIVE POWER 56,278 Common Shares

		10	SHARED DISPOSITIVE POWER 1,407,144 Common Shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,463,422 Common Shares

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
				o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.64%

14	TYPE OF REPORTING PERSON (See Instructions) PN

CUSIP No. 680293305

13D

Page 11 of 27 Pages


1	NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Gotham Partners III, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)			(a) ý
				(b) o

3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions) WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
				o

6	CITIZENSHIP OR PLACE OF ORGANIZATION New York

NUMBER OF SHARES		7	SOLE VOTING POWER 3,946 Preferred Shares
BENEFICIALLY
OWNED BY EACH REPORTING		8	SHARED VOTING POWER 299,016 Preferred Shares
PERSON WITH
		9	SOLE DISPOSITIVE POWER 3,946 Preferred Shares

		10	SHARED DISPOSITIVE POWER 299,016 Preferred Shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 302,962 Preferred Shares

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
				o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.94%

14	TYPE OF REPORTING PERSON (See Instructions) PN

CUSIP No. 680293107

13D

Page 12 of 27 Pages


1	NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Gotham International Advisors, L.L.C.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)			(a) ý
				(b) o

3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions) WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
				o

6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES		7	SOLE VOTING POWER 724,661 Common Shares
BENEFICIALLY
OWNED BY EACH REPORTING		8	SHARED VOTING POWER 0 Common Shares
PERSON WITH
		9	SOLE DISPOSITIVE POWER 724,661 Common Shares

		10	SHARED DISPOSITIVE POWER 0 Common Shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 724,661 Common Shares

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
				o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.73%

14	TYPE OF REPORTING PERSON (See Instructions) OO; IA

CUSIP No. 680293305

13D

Page 13 of 27 Pages


1	NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Gotham International Advisors, L.L.C.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)			(a) ý
				(b) o

3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions) WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
				o

6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES		7	SOLE VOTING POWER 167,915 Preferred Shares
BENEFICIALLY
OWNED BY EACH REPORTING		8	SHARED VOTING POWER 0 Preferred Shares
PERSON WITH
		9	SOLE DISPOSITIVE POWER 167,915 Preferred Shares

		10	SHARED DISPOSITIVE POWER 0 Preferred Shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 167,915 Preferred Shares

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
				o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.04%

14	TYPE OF REPORTING PERSON (See Instructions) OO; IA

CUSIP No. 680293107

13D

Page 14 of 27 Pages


1	NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Gotham Holdings II, L.L.C.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)			(a) ý
				(b) o

3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions) WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
				o

6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES		7	SOLE VOTING POWER 0 Common Shares
BENEFICIALLY
OWNED BY EACH REPORTING		8	SHARED VOTING POWER 1,407,144 Common Shares
PERSON WITH
		9	SOLE DISPOSITIVE POWER 0 Common Shares

		10	SHARED DISPOSITIVE POWER 1,407,144 Common Shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,407,144 Common Shares

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
				o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.96%

14	TYPE OF REPORTING PERSON (See Instructions) OO

CUSIP No. 680293305

13D

Page 15 of 27 Pages


1	NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Gotham Holdings II, L.L.C.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)			(a) ý
				(b) o

3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions) WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
				o

6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES		7	SOLE VOTING POWER 0 Preferred Shares
BENEFICIALLY
OWNED BY EACH REPORTING		8	SHARED VOTING POWER 299,016 Preferred Shares
PERSON WITH
		9	SOLE DISPOSITIVE POWER 0 Preferred Shares

		10	SHARED DISPOSITIVE POWER 299,016 Preferred Shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 299,016 Preferred Shares

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
				o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.56%

14	TYPE OF REPORTING PERSON (See Instructions) OO

CUSIP No. 680293107

13D

Page 16 of 27 Pages


1	NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Gotham Holdings III, L.L.C.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)			(a) ý
				(b) o

3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions) WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
				o

6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES		7	SOLE VOTING POWER 71,625 Common Shares
BENEFICIALLY
OWNED BY EACH REPORTING		8	SHARED VOTING POWER 0 Common Shares
PERSON WITH
		9	SOLE DISPOSITIVE POWER 71,625 Common Shares

		10	SHARED DISPOSITIVE POWER 0 Common Shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 71,625 Common Shares

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
				o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.86%

14	TYPE OF REPORTING PERSON (See Instructions) OO

CUSIP No. 680293305

13D

Page 17 of 27 Pages


1	NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Gotham Holdings III, L.L.C.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)			(a) ý
				(b) o

3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions) WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
				o

6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES		7	SOLE VOTING POWER 18,184 Preferred Shares
BENEFICIALLY
OWNED BY EACH REPORTING		8	SHARED VOTING POWER 0 Preferred Shares
PERSON WITH
		9	SOLE DISPOSITIVE POWER 18,184 Preferred Shares

		10	SHARED DISPOSITIVE POWER 0 Preferred Shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,184 Preferred Shares

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
				o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.74%

14	TYPE OF REPORTING PERSON (See Instructions) OO

CUSIP No. 680293107

13D

Page 18 of 27 Pages


1	NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) William A. Ackman

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)			(a) ý
				(b) o

3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions) WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
				o

6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES		7	SOLE VOTING POWER 0 Common Shares
BENEFICIALLY
OWNED BY EACH REPORTING		8	SHARED VOTING POWER 3,075,131 Common Shares
PERSON WITH
		9	SOLE DISPOSITIVE POWER 0 Common Shares

		10	SHARED DISPOSITIVE POWER 3,075,131 Common Shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,075,131 Common Shares

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
				o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 37.06%

14	TYPE OF REPORTING PERSON (See Instructions) IN; HC

CUSIP No. 680293305

13D

Page 19 of 27 Pages


1	NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) William A. Ackman

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)			(a) ý
				(b) o

3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions) WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
				o

6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES		7	SOLE VOTING POWER 0 Preferred Shares
BENEFICIALLY
OWNED BY EACH REPORTING		8	SHARED VOTING POWER 554,991 Preferred Shares
PERSON WITH
		9	SOLE DISPOSITIVE POWER 0 Preferred Shares

		10	SHARED DISPOSITIVE POWER 554,991 Preferred Shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 554,991 Preferred Shares

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
				o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 53.01%

14	TYPE OF REPORTING PERSON (See Instructions) IN; HC

CUSIP No. 680293107

13D

Page 20 of 27 Pages


1	NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) David P. Berkowitz

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)			(a) ý
				(b) o

3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions) WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
				o

6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES		7	SOLE VOTING POWER 0 Common Shares
BENEFICIALLY
OWNED BY EACH REPORTING		8	SHARED VOTING POWER 2,824,046 Common Shares
PERSON WITH
		9	SOLE DISPOSITIVE POWER 0 Common Shares

		10	SHARED DISPOSITIVE POWER 2,824,046 Common Shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,824,046 Common Shares

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
				o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.04%

14	TYPE OF REPORTING PERSON (See Instructions) IN; HC

CUSIP No. 680293305

13D

Page 21 of 27 Pages


1	NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) David P. Berkowitz

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)			(a) ý
				(b) o

3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions) WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
				o

6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES		7	SOLE VOTING POWER 0 Preferred Shares
BENEFICIALLY
OWNED BY EACH REPORTING		8	SHARED VOTING POWER 516,489 Preferred Shares
PERSON WITH
		9	SOLE DISPOSITIVE POWER 0 Preferred Shares

		10	SHARED DISPOSITIVE POWER 516,489 Preferred Shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 516,489 Preferred Shares

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
				o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 49.33%

14	TYPE OF REPORTING PERSON (See Instructions) IN; HC

This Amendment No. 20 amends the Statement on Schedule 13D, as originally filed on December 24, 1997 (the "Prior Statement") as amended and restated by Amendment No. 19 previously filed on May 5, 2003, (the "Statement") 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"), Manticore Properties, LLC, a Delaware limited liability company ("Manticore"), Gotham International Advisors, L.L.C., a Delaware limited liability company ("Gotham Advisors"), Mantpro, LLC, a Delaware limited liability company ("Mantpro, LLC"), Manticore Properties II, L.P. (the "Purchaser"), Gotham Holdings II, L.L.C., a Delaware limited liability company ("Holdings II"), Gotham Holdings III, L.L.C., a Delaware limited liability company ("Holdings III"), Mr. William A. Ackman ("Ackman") and Mr. David Berkowitz ("Berkowitz") an 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"). This amended and restated Schedule 13D is being filed to disclose the shares acquired by the Purchaser on June 9, 2003 pursuant to the tender offer launched by certain of the Reporting Persons which expired as of Midnight, Tuesday, June 3, 2003.

The numbered items set forth below corresponding to the numbered items previously set forth in the Statement are hereby amended and restated as follows:

Item 3. Source and Amount of Funds or Other Consideration.

None of the Reporting Persons have acquired any Shares in the sixty days prior to the date of the filing of this Statement on Schedule 13D. All of the funds required for the prior purchases of Shares by any Reporting Person since the date of the filing of Amendment No. 19 to the Prior Statement were obtained from the general funds of the general and limited partners of Purchaser.

Item 5. Interest in Securities of the Issuer.

(a) Manticore beneficially owns 1,407,144 Common Shares or 16.96% of the outstanding Common Shares 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 Manticore.

The Purchaser beneficially owns 251,085 Common Shares or 3.03% of the outstanding Common Shares and 38,502 Preferred Shares or 3.68% 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 Purchaser.

Gotham, Ackman, Berkowitz, Gotham III, Holdings II, Holdings III and Mantpro, LLC 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 1,971,482 or 23.76% of the outstanding Common Shares, of which (i) 564,338 Common Shares are directly owned by Gotham, and (ii) 1,407,144 Common Shares are indirectly owned by Gotham through Manticore. Gotham beneficially owns an aggregate of 326,444 or 31.18% of the outstanding Preferred Shares, of which (i) 27,428 Preferred Shares are directly owned by Gotham, and (ii) 299,016 Preferred Shares are indirectly owned by Gotham through Manticore. Gotham III beneficially owns an aggregate of 1,463,422 or 17.64% of the outstanding Common Shares, of which (i) 56,278 Common Shares are directly owned by Gotham III, and (ii) 1,407,144 Common Shares are indirectly owned by Gotham III through Manticore. Gotham III beneficially owns an aggregate of 302,962 or 28.94% of the outstanding Preferred Shares, of which (i) 3,946 Preferred Shares

Page 22 of 27 Pages

are directly owned by Gotham III, and (ii) 299,016 Preferred Shares are indirectly owned by Gotham III through Manticore.

Gotham Partners International, Ltd. ("Gotham International") owns 724,661 Common Shares or 8.73% of the outstanding Common Shares and 167,915 Preferred Shares or 16.04% 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 1,407,144 or 16.96% of the outstanding Common Shares, which are indirectly owned by Holdings II through Manticore. 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 Manticore.

Holdings III owns 71,625 Common Shares or 0.86% of the outstanding Common Shares 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.

Mantpro, LLC indirectly through the Purchaser, beneficially owns 251,085 Common Shares or 3.03% of the outstanding Common Shares and 38,502 Preferred Shares, or 3.68% of the outstanding Preferred Shares.

Ackman beneficially owns an aggregate of 3,075,131 Common Shares or 37.06% of the outstanding Common Shares which are indirectly owned by Ackman through each of Manticore, Gotham, Gotham III, Gotham International, Holdings II, Holdings III, Mantpro, LLC and the Purchaser. Ackman beneficially owns an aggregate of 554,991 Preferred Shares or 53.01% of the outstanding Preferred Shares which are indirectly owned by Ackman through each of Manticore, Gotham, Gotham III, Gotham International, Holdings II, Holdings III, Mantpro, LLC and the Purchaser.

Berkowitz beneficially owns an aggregate of 2,824,046 Common Shares or 34.04% of the outstanding Common Shares which are indirectly owned by Berkowitz through each of Manticore, Gotham, Gotham III, Gotham International, Holdings II and Holdings III. Berkowitz beneficially owns an aggregate of 516,489 Preferred Shares or 49.33% of the outstanding Preferred Shares which are indirectly owned by Berkowitz through each of Manticore, Gotham, Gotham III, Gotham International, Holdings II and Holdings III.

The number of shares beneficially owned by each of the Reporting Persons, and the percentages 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 July 18, 2002, as reported in the Issuer's Annual Report on Form 10-K for the period ended December 31, 2001.

(b) Pursuant to the Investment Management Agreement, filed as Exhibit 1 to this Schedule 13D, Gotham Advisors currently has the power to vote and to dispose of all of the Common Stock beneficially owned by Gotham International.

(c) None of the Reporting Persons has affected any transactions in the securities of the Company during the last sixty days.

(d) and (e). Not applicable.

Page 23 of 27 Pages

Item 7. Material to be filed as Exhibits.

Exhibit 1* Agreement, dated November 14, 1997, among Manticore Properties, LLC, Gotham Partners, L.P. and Gotham Partners II, L.P.

Exhibit 2 Joint Filing Agreement, dated as of June 9, 2003

*: Previously filed.

Page 24 of 27 Pages

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned certify that the information set forth in this Restatement is true, complete and correct.

Date: June 9, 2003

MANTICORE PROPERTIES, LLC
By:	/s/ William A. Ackman
	Name:	William A. Ackman
	Title:	Managing Member
MANTICORE PROPERTIES II, L.P.
By:	Mantpro, LLC its General Partner
By:	/s/ William A. Ackman
	Name:	William A. Ackman
	Title:	Managing Member
MANTPRO, LLC
By:	/s/ William A. Ackman
	Name:	William A. Ackman
	Title:	Managing Member
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

Page 25 of 27 Pages

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
/s/ William A. Ackman William A. Ackman
/s/ David P. Berkowitz David P. Berkowitz

Page 26 of 27 Pages

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		Joint Filing Agreement, dated as of June 9, 2003

*: Previously filed.

Page 27 of 27 Pages

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SIGNATURES
Exhibit Index
EX-2 3 a2112721zex-2.htm EXHIBIT 2
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EXHIBIT 2

SCHEDULE 13D JOINT FILING AGREEMENT

In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.

Date: June 9, 2003

MANTICORE PROPERTIES, LLC
By:	/s/ William A. Ackman
	Name:	William A. Ackman
	Title:	Managing Member
MANTICORE PROPERTIES II, L.P.
By:	Mantpro, LLC its General Partner
By:	/s/ William A. Ackman
	Name:	William A. Ackman
	Title:	Managing Member
MANTPRO, LLC
By:	/s/ William A. Ackman
	Name:	William A. Ackman
	Title:	Managing Member
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

Page 1 of 2 Pages

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
/s/ William A. Ackman William A. Ackman
/s/ David P. Berkowitz David P. Berkowitz

Page 2 of 2 Pages

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SCHEDULE 13D JOINT FILING AGREEMENT
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