-----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, C3gapYQ4vZfFjtBVmoyPeLQn38Vj+/hPxqW/lhL/d6it2jTk2p8WZGdE4n+lAzfT gCYmdhwLqti6zcT/Cr/GfA== 0000895345-96-000090.txt : 19960618 0000895345-96-000090.hdr.sgml : 19960618 ACCESSION NUMBER: 0000895345-96-000090 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960617 SROS: NONE 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-41315 FILM NUMBER: 96582112 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 L P CENTRAL INDEX KEY: 0000899983 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 237 PARK AVENUE 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 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) June 5, 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 [x]. (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). SCHEDULE 13D CUSIP No. 487315103 Page 2 of 7 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) [X] (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 567,350 BENEFICI 8 SHARED VOTING POWER ALLY OWNED 0 BY EACH 9 SOLE DISPOSITIVE POWER REPORT- ING 567,350 PERSON 10 SHARED DISPOSITIVE POWER WITH 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 567,350 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.4% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 487315103 Page 3 of 7 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 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 24,450 BENEFICI 8 SHARED VOTING POWER ALLY OWNED 0 BY EACH 9 SOLE DISPOSITIVE POWER REPORT- ING 24,450 PERSON 10 SHARED DISPOSITIVE POWER WITH 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,450 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .2% 14 TYPE OF REPORTING PERSON* PN ITEM 1. SECURITY AND ISSUER This statement on Schedule 13D (the "Statement") relates to the shares of common stock (the "Shares") of Keene Corporation, a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 757 Third Avenue, New York, New York 10017. ITEM 2. IDENTITY AND BACKGROUND This Statement is being 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"). Each of Gotham and Gotham II was formed to engage in the business of buying and selling securities. Section H Partners, L.P., a New York limited partnership ("Section H"), is the sole general partner of Gotham and Gotham II. 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. Messrs. Ackman and Berkowitz are citizens of the United States of America, and their principal occupation is managing Gotham. The business address of each of Gotham, Gotham II, Section H, Karenina, DPB and Messrs. Ackman and Berkowitz is 237 Park Avenue, 9th Floor, New York, New York 10017. During the last five years, none of Gotham, Gotham II, Section H, Karenina, DPB, Mr. Ackman or Mr. Berkowitz (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The aggregate purchase price of the Shares purchased by Gotham was $188,029 and the aggregate purchase price of the Shares purchased by Gotham II was $6,518. All of the funds required for these purchases were obtained from the general funds of Gotham and Gotham II, respectively. ITEM 4. PURPOSE OF TRANSACTION Each of Gotham and Gotham II has acquired the Shares covered by this Statement for investment purposes, and intends to evaluate the performance of such securities as an investment in the ordinary course of its business. Gotham and Gotham II may seek to acquire additional Shares or to dispose of some or all of the Shares which they beneficially own. Such actions will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices for such securities, the financial condition, results of operations and prospects of the Company, alternate investment opportunities, and general economic, financial market and industry conditions. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Gotham owns 567,350 Shares as of the date of this Statement, representing an aggregate of approximately 5.4% 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 24,450 Shares as of the date of this Statement, representing an aggregate of approximately .2% of the outstanding Shares. None of Section H, Karenina, DPB, Mr. Ackman or Mr. Berkowitz beneficially own any Shares (other than the Shares beneficially owned by Gotham and Gotham II). (b) Each of Gotham and Gotham II has sole power to vote and to dispose of all of the Shares beneficially owned by it. (c) Since April 1, 1996, Gotham and Gotham II have purchased the following Shares at the following prices, in each case in open-market transactions on the NASDAQ:
Gotham ------ Date Number of Shares Price per Share ---- ---------------- --------------- 4/30/96 10,000 $.33 5/1/96 15,000 .35 5/2/96 10,000 .385 5/9/96 57,000 .43 5/13/96 21,500 .45 5/14/96 88,200 .423 5/23/96 19,600 .43 5/24/96 16,650 .45 6/5/96 9,800 .42 6/14/96 58,800 .43 Gotham II --------- Date Number of Shares Price per Share ---- ---------------- --------------- 4/8/96 20,000 $.23 5/13/96 500 .45 5/14/96 1,800 .423 5/23/96 400 .43 5/24/96 350 .45 6/5/96 200 .43 6/14/96 1,200 .43
Except as described above, none of Gotham, Gotham II, Section H, Karenina, DPB, Mr. Ackman or Mr. Berkowitz has effected any transactions in the securities of the Partnership during the past sixty days. (d) and (e). Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None of Gotham, Gotham II, 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 securities, finder's fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, divisions of profits or losses or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS None. 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. June 14, 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 -----END PRIVACY-ENHANCED MESSAGE-----