-----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, QwnjAN4wJQPLr+ybcBVx1QxL8r1M6OKfjaArqGFWNlrl+wUTqvJslMVbqGRCjcZ4 MBk4MIlUgkYS/s5aBwvbxQ== 0000900184-98-000005.txt : 19980304 0000900184-98-000005.hdr.sgml : 19980304 ACCESSION NUMBER: 0000900184-98-000005 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980302 SROS: NASD GROUP MEMBERS: DAVIS J MORTON GROUP MEMBERS: ROSALIND DAVIDOWITZ SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN REAL ESTATE INVESTMENT CORP CENTRAL INDEX KEY: 0000906113 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 841246585 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-51613 FILM NUMBER: 98554459 BUSINESS ADDRESS: STREET 1: 620 WEST GERMANTOWN PIKE STREET 2: SUITE 3350 CITY: PLYMOUTH MEETING STATE: PA ZIP: 19462- BUSINESS PHONE: (610)-834-2950 MAIL ADDRESS: STREET 1: 620 WEST GERMANTOWN PIKE STREET 2: SUITE 3350 CITY: PLYMOUTH MEETING STATE: PA ZIP: 19462- FORMER COMPANY: FORMER CONFORMED NAME: AMERICANA REAL ESTATE INVESTMENT CORP DATE OF NAME CHANGE: 19931007 FORMER COMPANY: FORMER CONFORMED NAME: AMERICANA REAL ESTATE INVESTMENT TRUST DATE OF NAME CHANGE: 19930524 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DAVIS J MORTON CENTRAL INDEX KEY: 0000900184 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 44 WAY STREET STREET 2: 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 MAIL ADDRESS: STREET 1: 44 WALL STREET STREET 2: 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 SC 13D/A 1 AMENDED SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 ) -------------------- American Real Estate Investment Corporation ----------------------------------------------------- (Name of Issuer) Common Stock, $.001 par value -------------------------------------------------------- (Title of Class of Securities) 029166105 ---------------------------------------------------------- (CUSIP Number) Rosalind Davidowitz 7 Sutton Place South Lawrence, New York 11559 ------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 12, 1997 ----------------------------------------------------------- (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 this 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 the disclosures provided in a prior cover page. The information required in 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 6 pages Exhibit Index - Page 5 CUSIP No. 029166105 13D Page 2 of 6 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Rosalind Davidowitz - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 Source of Funds PF - ------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is required pursuant to Items 2(d) or 2(e) - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 212,129 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 0 REPORTING -------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 212,129 -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 212,129 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* X - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT CUSIP No. 029166105 13D Page 3 of 6 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON J. Morton Davis - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 Source of Funds Not Applicable - ------------------------------------------------------------------------------- 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 0 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 0 REPORTING -------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 0 -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 212,129 (see Footnote 1, page 5 herein) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* X - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.8% (see Footnote 1, page 5 herein) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT Page 4 of 6 Pages Rosalind Davidowitz and J. Morton Davis, (together, the "Reporting Parties") hereby amend the following items in their statement on Schedule 13D relating to the common stock, $.001 par value ("shares") of American Real Estate Investment Corporation (the "Issuer") as follows: Item 2. is hereby amended in its entirety as follows: (a) This statement is filed on behalf of Rosalind Davidowitz and J. Davis (together, the "Reporting Parties"). See attached Exhibit A which is a copy of their agreement in writing to file this statement on behalf of each of them. (b) Ms. Davidowitz's address is 7 Sutton Place South, Lawrence, New York 11559. Mr. Davis' business address is 44 Wall Street, New York, New York 10005. (c) Ms. Davidowitz is a private investor, and Mr. Davis is Chairman and sole shareholder of D.H. Blair Investment Banking Corp. (d) Ms. Davidowitz and Mr. Davis have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Ms. Davidowitz and Mr. Davis have not been parties to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which they were or are 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 and violation with respect to such laws. Item 4. is hereby partially amended by deleting the first sentence and substituting the following sentence therein: This Amendment is filed solely to report that the Issuer repurchased a warrant to purchase 175,000 shares owned directly by Rosalind Davidowitz. Ms. Davidowitz owns the securities indicated in Item 5. (a) herein for investment purposes only. Page 5 of 6 pages Item 5. (a) is hereby amended in its entirety as follows: As of December 12, 1997, The Reporting Parties (1) may be deemed to beneficially own 212,129 shares or 15.8% of the Issuer's shares as follows: 212,129 shares (2) (3) underlying a Conversion Right (described in Item 6 of the previously filed Schedule 13D, dated March 30, 1995) owned directly by Ms. Davidowitz. Item 5. (b) is hereby amended in its entirety as follows: Rosalind Davidowitz has sole power to dispose or to direct the disposition of those shares owned directly by her. Item 5. (c) is hereby amended by adding the following paragraphs thereto: On December 12, 1997, the Issuer repurchased from Ms. Davidowitz, a warrant to purchase 175,000 shares (the "Warrant") for $641,077.00; which Warrant was then cancelled by the Issuer. Exhibit A - Agreement in writing to file this statement on behalf of each of the Reporting Parties. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. /s/ J. Morton Davis Date: February 24, 1997 _____________________________ New York, New York J. Morton Davis /s/ Rosalind Davidowitz Date: February 24, 1997 _____________________________ New York, New York Rosalind Davidowitz ____________________________________________________________________________ (1) Filing of this statement shall not be deemed an admission by J. Morton Davis that he beneficially owns the securities attributed to Rosalind Davidowitz, Mr. Davis' wife, for any purpose. J. Morton Davis expressly disclaims beneficial ownership of all securities held by Rosalind Davidowitz for any purpose. (2) These 212,129 shares reflect the number of the Issuer's shares Ms. Davidowitz would have received if she exercised her Conversion Right as of December 12, 1997. (3) Not included are 19,624 shares owned by New Jersey Real Estate Liquidation Corp., a private corporation of which Ms. Davidowitz owns 37.5%. The 19,624 shares reflect the number of the Issuer's shares New Jersey Real Estate Liquidation Corp. would have received if it exercised its Conversion Right as a limited partner of the Operating Partnership of the Issuer (described in Item 6. of the previously filed Schedule 13D, dated March 30, 1995) as of December 12, 1997. Filing of this statement shall not be deemed an admission by the Reporting Parties that they beneficially own the securities attributed to New Jersey Real Estate Liquidation Corp. for any purpose. The Reporting Parties expressly disclaim beneficial ownership of all securities held by New Jersey Real Estate Liquidation Corp. for any purpose. EX-99 2 EXHIBIT Page 6 of 6 pages EXHIBIT A AGREEMENT JOINT FILING OF SCHEDULE 13G The Undersigned hereby agree to jointly prepare and file with regulatory authorities a Schedule 13D and any future amendments thereto reporting each of the undersigned's ownership of securities of American Real Estate Investment Corporation, and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned. /s/ J. Morton Davis Date: February 24, 1997 _____________________________ New York, New York J. Morton Davis /s/ Rosalind Davidowitz Date: February 24, 1997 _____________________________ New York, New York Rosalind Davidowitz -----END PRIVACY-ENHANCED MESSAGE-----