Exhibit 99.1
 
Exhibit 99.1
Attachment
to Form 4
 
Name and Address of Reporting
Person:
William
A. Ackman
110
East 42nd Street, 18th Floor
New
York, NY 10017
 
Date of Event Requiring
Statement:
09/23/03
 
Issuer name and Ticker or
Trading Symbol:
Old
Stone Corporation (OSTN)
 
Attachment
 
(1) Note to Item 1:
 
Name and address of Reporting
Persons
 
Gotham Partners, L.P.
Gotham Partners III, L.P.
Gotham International Advisors,
LLC
Gotham Holdings II, L.L.C.
Gotham Holdings III, L.L.C.
Manticore Properties, LLC
Manticore Properties II, L.P.
Mantpro, LLC
William A. Ackman
David P. Berkowitz
 
Each of the above referenced
Reporting Persons has an address at 110 East 42nd Street, 18th Floor, New York,
New York 10017.
 
This Statement on Form 4 is
being filed by Manticore Properties, L.L.C, a Delaware limited liability
company, (“Manticore”) together with Gotham Partners, L.P., a New York limited
partnership (“Gotham”), Gotham Partners III, L.P., a New York limited
partnership (“Gotham III”), Gotham International Advisors, L.L.C., a Delaware
limited liability company (“Gotham Advisors”), Gotham Holdings II, L.L.C., a
Delaware limited liability company (“Holdings II”) and Gotham Holdings III,
L.L.C., a Delaware limited liability company (“Holdings III”).  Each of the foregoing persons, together with
Mantpro, LLC, a Delaware limited liability company (“Mantpro, LLC”), Manticore
Properties II, L.P., a Delaware limited partnership (“Manticore II”), William
A. Ackman (“Ackman”) and David P. Berkowitz (“Berkowitz”) constitute the
“Reporting Persons”.  This filing is
being made to (1) add Mantpro, LLC and Manticore II as Reporting Persons as a
result of the acquisitions of the Issuer’s Common Stock and Preferred Stock by
Manticore II as reported on Table 1 hereto, (2) to add Ackman and Berkowitz as
Reporting Persons and (3) to change the designated filer to Ackman.
 
As previously reported on Form
4 as filed by Manticore on December 5, 2002, and on Schedule 13D as filed by
Manticore on December 24, 1997, as amended and restated by Amendment No. 19
thereto, as filed by Manticore II on May 5, 2003, and as such Schedule 13D was
further amended by Amendment 20 thereto, as filed by Manticore II on June 10,
2003, and the reporting persons filed Form 4’s on July 7,2003, July 15, 2003
and September 22, 2003:
 
Manticore beneficially owns
1,407,144 Common Shares and 299,016 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.
 
Manticore II directly
beneficially owns 294,585 Common Shares and 41,402 Preferred Shares as reported
on Table 1 of this Statement.  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 II.
 
Gotham beneficially owns an
aggregate of 1,971,482 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 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 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 Preferred Shares,
of which (i) 3,946 Preferred Shares 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 and 167,915 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 Common Shares, which are indirectly owned by Holdings
II through Manticore.  Holdings II
beneficially owns an aggregate of 299,016 Preferred Shares, which are
indirectly owned by Holdings II through Manticore.
 
Holdings III directly
beneficially owns 71,625 Common Shares and 18,184 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
Manticore II, beneficially owns 294,585 Common Shares and 41,402 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 II.
 
Ackman beneficially owns an
aggregate of 3,118,631 Common Shares which are indirectly owned by Ackman
through each of Manticore, Gotham, Gotham III, Gotham International, Holdings
II, Holdings III, Mantpro, LLC and Manticore II.  Ackman beneficially owns an aggregate of 557,891 Preferred Shares
which are indirectly owned by Ackman through each of Manticore, Gotham, Gotham
III, Gotham International, Holdings II, Holdings III, Mantpro, LLC and
Manticore II.
 
Berkowitz beneficially owns an
aggregate of 2,824,046 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 which are indirectly owned
by Berkowitz through each of Manticore, Gotham, Gotham III, Gotham
International, Holdings II and Holdings III.
 
Manticore is wholly owned by
Gotham, Gotham III, Holdings II and Holdings III.  Section H Partners, L.P., a New York limited partnership
(“Section H”), is the sole general partner of Gotham, Gotham II and Gotham III.  Karenina Corp., a New York corporation
(“Karenina”), and DBP Corp., a New York corporation, are the sole general
partners of Section H.  Karenina is
wholly owned by Ackman.  DBP is wholly
 
2

owned by Berkowitz.  Gotham Holdings Management LLC (“Gotham
Management”) is the manager of Holdings II and Holdings III.  Gotham Management is owned by Ackman and
Berkowitz.  Pursuant to an Investment
Management Agreement (the “Investment Management Agreement”), Gotham
International Advisors, LLC, a Delaware limited liability company (“Advisors”)
has the power to vote and dispose of the Shares held for the account of Gotham
Partners International, Ltd., a Cayman exempted company (“Gotham
International”), and accordingly may be deemed the beneficial owner of such
shares.  Ackman and Berkowitz are the
Senior Managing Members of Advisors.
 
The general partner of
Manticore II is Mantpro, LLC.  The sole
managing member of Mantpro, LLC is Ackman.  
Mantpro and Ackman disclaim beneficial ownership as defined under Rule
16a-1(a)(2) under the Exchange Act, of the securities reported on this Form 4
by Manticore II except to the extent of their respective pecuniary interests
therein.
 
As a result of the beneficial
ownership by Gotham, Gotham III, Holdings II, Holdings III, Gotham
International and Manticore II, Ackman may be deemed to beneficially own
3,118,631 shares of Common Stock and 557,891 shares of preferred Stock.  Each of Ackman and Mantpro disclaim
beneficial ownership of the shares of the Issuer which are directly
beneficially owned by Gotham, Gotham III, Holdings II, and Holdings III, Gotham
International and Manticore II, except with respect to their respective
pecuniary interests therein.
 
As a result of the beneficial
ownership, by Gotham, Gotham III, Holdings II, Holdings III and Gotham
International, Berkowitz may be deemed to beneficially own 2,824,046 shares of
Common Stock and 516,489 shares of Preferred Stock.  Berkowitz disclaims beneficial ownership of the shares which
beneficially owned by each of Gotham, Gotham III, Holdings II, Holdings III and
Gotham International, except with respect to his pecuniary interest
therein.  Berkowitz does not have any
direct or indirect beneficial ownership interest in Mantpro or Manticore II.
 
(2)  Note to Item 5 and 7:
 
Manticore II directly beneficially
owns 294,585 Common Shares and 41,402 Preferred Shares as reported on Table 1
of this Statement.  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 II. 
As a result of the beneficial ownership by Gotham, Gotham III, Holdings
II, Holdings III, Gotham International and Manticore II, Ackman may be deemed
to beneficially own 3,118,631 shares of Common Stock and 557,891 shares of
Preferred Stock.  Each of Ackman and Mantpro
disclaim beneficial ownership of the shares of the Issuer which are directly
beneficially owned by Gotham, Gotham III, Holdings II, and Holdings III, Gotham
International and Manticore II, except with respect to their respective
pecuniary interests therein.
 
(3) Additional Signatures to
Form 4:
 
  MANTICORE PROPERTIES, LLC

  By: /s/ William A. Ackman
  Date: September 26, 2003

  Name:
  William A. Ackman

  Title:
  Managing Member

  **Signature
  of Reporting Person

  MANTICORE PROPERTIES II, L.P.

  By: Mantpro, LLC

  its
  General Partner

3

  By: /s/ William A. Ackman
  Date: September 26, 2003

  Name:
  William A. Ackman

  Title:
  Managing Member

  **Signature
  of Reporting Person

  MANTPRO, LLC

  By: /s/ William A. Ackman
  Date: September 26, 2003

  Name:
  William A. Ackman

  Title:
  Managing Member

  **Signature
  of Reporting Person

  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
  Date: September 26, 2003

  Name:
  William A. Ackman

  Title:
  President

  **Signature
  of Reporting Person

  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
  Date: September 26, 2003

  Name:
  William A. Ackman

  Title:
  President

  **Signature
  of Reporting Person

  GOTHAM INTERNATIONAL
  ADVISORS, L.L.C.

  By: /s/ William A. Ackman
  Date: September 26, 2003

  Name:
  William A. Ackman

  Title:
  Senior Managing Member

  **Signature
  of Reporting Person

  GOTHAM HOLDINGS II, L.L.C.

  By: Gotham Holdings
  Management LLC, the Manager

  By: /s/ William A. Ackman
  Date: September 26, 2003

  William
  A. Ackman

  Senior
  Managing Member

  **Signature
  of Reporting Person

  GOTHAM HOLDINGS III, L.L.C.

  By: Gotham Holdings
  Management LLC, the Manager

4

  By: /s/ William A. Ackman
  Date: September 26, 2003

  William
  A. Ackman

  Senior
  Managing Member

  **Signature
  of Reporting Person

  /s/ David P. Berkowitz Date:
  September 26, 2003

  David P. Berkowitz

   Senior Managing Member

  **Signature
  of Reporting Person

5
	MANTICORE PROPERTIES, LLC

	By: /s/ William A. Ackman Date: September 26, 2003
	Name: William A. Ackman
	Title: Managing Member
	**Signature of Reporting Person

	MANTICORE PROPERTIES II, L.P.

	By: Mantpro, LLC
	its General Partner
	By: /s/ William A. Ackman Date: September 26, 2003
	William A. Ackman
	Senior Managing Member
	**Signature of Reporting Person

	/s/ David P. Berkowitz Date: September 26, 2003
	David P. Berkowitz
	Senior Managing Member
	**Signature of Reporting Person
GOTHAM HOLDINGS III LLC 4
