SC 13D/A 1 a785174_13d.txt SCHEDULE 13D/A SCHEDULE 13D/A -------------- Under the Securities Exchange Act of 1934 (Amendment No. 13) Hallwood Realty Partners, L.P. (Name of Issuer) Units Representing Limited Partnership Interests (Title of class of securities) 40636T5 (CUSIP Number) Philip H. Schaeffer, Esq. White & Case 1155 Avenue of the Americas New York, New York 10036 (212) 819-8200 (Name, address and telephone number of person authorized to receive notices and communications) July 18, 2001 (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. 4063T5 Page 2 of 6 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 (a) [ ] 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 218,217 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 9 SOLE DISPOSITIVE POWER REPORTING 218,217 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 218,217 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.72% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 4063T5 Page 3 of 6 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gotham Partners III, L.P. 13-4011515 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ] 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 2,708 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 9 SOLE DISPOSITIVE POWER REPORTING 2,708 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,708 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .17% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 4063T5 Page 4 of 6 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gotham Holdings II, L.L.C. 13-4095950 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ] 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 27,069 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 9 SOLE DISPOSITIVE POWER REPORTING 27,069 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,069 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.70% 14 TYPE OF REPORTING PERSON* IA Page 5 of 6 Pages This Amendment No. 13 amends and supplements the Statement on Schedule 13D (the "Schedule 13D") relating to the Units representing limited partnership interests (the "Units" or "Shares") 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 in this Amendment have the meanings set forth in the Schedule 13D. Except as specifically provided herein, this Amendment does not modify any of the information previously reported on Schedule 13D. * * * Item 4 is hereby amended to add the following information: Item 4. Purpose of Transaction On July 18, 2001, the Court of Chancery of the State of Delaware rendered an opinion in the action entitled Gotham Partners, L.P. v. Hallwood Realty Partners, L.P., et al. C.A. No. 15754-NC. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 is hereby amended and supplemented as follows: (a) Gotham owns 218,217 Shares, representing an aggregate of approximately 13.72% of the issued and outstanding Shares of the Issuer. Gotham III owns 2,708 Shares, representing an aggregate of approximately 0.17% of the outstanding Shares of the Issuer. Holdings II owns 27,069 Shares, representing an aggregate of approximately 1.70% of the outstanding Shares of the Issuer. The combined interest of Gotham, Gotham III and Holdings II is 247,994 Shares, representing an aggregate of approximately 15.60% of the outstanding Shares of the Issuer. None of Section H Partners, L.P., Karenina Corporation, DPB Corporation, Mr. Ackman, Mr. Berkowitz, or Gotham Management beneficially owns any Shares (other than the Shares beneficially owned by Gotham, Gotham III and Holdings II). (b) Each of Gotham, Gotham III and Holdings II has the sole power to vote and to dispose of all of the Shares beneficially owned by it. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS The following is filed as Exhibit 3 hereto: Memorandum Opinion decided as of July 18, 2001 Page 6 of 6 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. July 27, 2001 GOTHAM PARTNERS, L.P. GOTHAM PARTNERS III, L.P. By: Section H Partners, L.P. its general partner By: Karenina Corp., a general partner of Section H Partners, L.P. By:/s/ William A. Ackman ---------------------- William A. Ackman President GOTHAM HOLDINGS II, L.L.C. By: Gotham Holdings Management, L.L.C. the Investment Manager By:/s/ William A. Ackman ---------------------- William A. Ackman Senior Managing Member