AMERICAN EQUITY TRUST INC
POS AM, 1997-01-07
REAL ESTATE INVESTMENT TRUSTS
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<PAGE>
 
                                  This document consists of three pages (1 of 3)



    As filed with the Securities and Exchange Commission on January 7, 1996

                                                       REGISTRATION NO. 33-98766

- --------------------------------------------------------------------------------



                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

 
                                  ----------

                         POST-EFFECTIVE AMENDMENT NO. 1

                                       TO

                                   FORM S-11


                             REGISTRATION STATEMENT

                                     Under

                           THE SECURITIES ACT OF 1933

                                   ----------



                           AMERICAN EQUITY TRUST INC.
             (Exact name of registrant as specified in its charter)
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                                                                        (2 of 3)



     On October 31, 1995, American Equity Trust Inc., a Maryland corporation
(the "Registrant"), filed a Registration Statement on Form S-11 (the
"Registration Statement") with the Securities and Exchange Commission (the
"SEC") under the Securities Act of 1933, as amended, to register a minimum of
2,142,858 Shares ("Shares") and a minimum of 152,000 shares of 8% Convertible
Preferred Stock ("8% Preferred").  On June 11, 1996, the Registrant filed pre-
effective Amendment No. 5 to the Registration Statement, and said Registration
Statement was declared effective by the SEC on June 20, 1996.

     The Registrant terminated its offering of Shares and 8% Preferred on
December 17, 1996, at which date no Shares or 8% Preferred had been sold.
5,000,000 Shares and 1,136,364 shares of 8% Preferred remained unsold at the
termination date.

     Pursuant to an undertaking in the Registration Statement, the Registrant,
by this Post-Effective Amendment No. 1, is removing from registration the
5,000,000 Shares and 1,136,364 shares of 8% Preferred which remained unsold at
the termination of the offering.
<PAGE>
 
                                                                        (3 of 3)


                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment to Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of El
Segundo, the State of California on this 7th day of January 1997.

                              AMERICAN EQUITY TRUST INC.



                              By          /s/ Arthur P. Herring
                                  ----------------------------------------
                                  Arthur P. Herring, Chairman of the Board

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
 
          Signature                          Title                     Date
          ---------                          -----                     ----
<S>                             <C>                               <C>
 
Principal Executive             Chairman of the Board of
 Officer/Principal Financial    Directors, Chief Executive
 Officer:                       Officer, and Chief Financial
                                Officer                           January 7, 1997
 /s/ Arthur P. Herring
- -----------------------------
      Arthur P. Herring
 
Principal Accounting Officer:   President, Controller,
                                Secretary and Director
 /s/ Dois Brock                                                   January 7, 1997
- -----------------------------
         Dois Brock
 
 
      Charles B. Allen*         Director                          January 7, 1997
- -----------------------------
      Charles B. Allen
 
 
         Mark Ross*             Director                          January 7, 1997
- -----------------------------
         Mark Ross
 
 
    Gerald S. Weisstein*        Director                          January 7, 1997
- -----------------------------
    Gerald S. Weisstein
 
</TABLE>
*By:      /s/ Arthur P. Herring
     -----------------------------------
     Arthur P. Herring, Attorney-in-Fact


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