X0202 3 2004-12-29 0 0001144062 FUN CITY POPCORN INC FNCY 0001313074 Emigrant Capital CORP 6 EAST 43RD STREET 8TH FLOOR NEW YORK NY 10017 0 0 1 0 Common Stock, $.01 par value 705882 D Preferred Stock, $.01 par value Common Stock 9370234 D On December 29, 2004, the Issuer consummated a merger (the "Merger") with Lev Acquisition Corp., and Lev Pharmaceuticals, Inc. ("Lev"). These securities were issued in connection with the Merger in consideration for shares of common stock of Lev owned by the Reporting Person. Pursuant to the Merger shares of common stock of Lev were converted into the right to receive 1/5 of a share of Common Stock of the Issuer and .1904425 shares of Preferred Stock of the Issuer. Each share of Preferred Stock of the Issuer will be convertible into 13.940688 shares of Common Stock of the Issuer upon approval by the Issuer's stockholders of a Certificate of Amendment of the Issuer's Articles of Incorporation. This report is filed jointly by (i) Emigrant Capital Corporation, which is a wholly-owned subsidiary of Emigrant Savings Bank ("ESB"), (ii) ESB, which is a wholly-owned subsidiary of Emigrant Bancorp, Inc. ("EBI"), (iii) EBI, which is a wholly-owned subsidiary of New York Private Bank & Trust Corporation ("NYPBTC"), (iv) NYPBTC and (v) Paul Milstein Revocable 1998 Trust, which owns 100% of the voting stock of NYPBTC. /s/ John R. Hart, First Vice President 2005-01-10