UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8 )*
AMBASE CORPORATION
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(Name of Issuer)
Common Stock, par value $0.01 pershare
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(Title of Class Securities)
0231647106
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(CUSIP Number)
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 3, 1996
(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).
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SCHEDULE 13D
CUSIP No. 0231647106 Page 2 of 4 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard A. Bianco
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) -----
(b) -----
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) -----
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
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7. SOLE VOTING POWER
NUMBER OF 8,101,600
SHARES ------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH ------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 8,101,600
WITH ------------------------------------------------------
10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,101,600
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES * -----
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) *Percentage calculated
with all vested options included in the number of shares beneficially
owned and in the number of shares outstanding.
17.6%*
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14. TYPE OF REPORTING PERSON*
IN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
CUSIP No. 0231647106 Page 3 of 4 Pages
Item 1. SECURITY AND ISSUER.
This statement relates to Common Stock, par value $.01 per share
(the "ABC Stock"), of AmBase Corporation ("ABC"), a Delaware corporation,
Greenwich Office Park, Building 2, 51 Weaver Street, Greenwich,
Connecticut 06831-5155. It is being filed to reflect the vesting of stock
ownership of the reporting person as described in Item 6 herein. The
original 13d was filed on February 10, 1993 and was amended on February
24, 1993, March 29, 1993, September 9, 1993, December 9, 1993, January 1,
1994, February 14, 1995 and February 28, 1995.
Item 2. IDENTIITY AND BACKGROUND.
(a) This statement is filed by Richard A. Bianco ("Mr. Bianco"),
individually.
(b) Mr. Bianco's business address is AmBase Corporation, Greenwich
Office Park, Building 2, 51 Weaver Street, Greenwich, Connecticut
06831-5155.
(c) Mr. Bianco's present principal occupation is as Chairman, President
and Chief Executive Officer of AmBase Corporation, Office Park,
Building 2, 51 Weaver Street, Greenwich, Connecticut 06831-5155. The
principal business of AmBase is currently the administration of its
assets and liabilities and the analysis of possible acquisition
opportunities.
(d) Mr. Bianco has not, during the past five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Mr. Bianco has not, during the past five years, been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is the
subject of a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
(f) Mr. Bianco is a United States citizen.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Bianco has the right to acquire 500,000 shares of AmBase Stock
pursuant ot the vesting of those shares in accordance with an Incentive
Stock Option Agreement described in Item 6 herein.
Item 4. PURPOSE OF TRANSACTIONS.
Mr. Bianco has the right to acquire 250,000 shares of AmBase Stock
when one-half of the 500,000 shares granted to Mr. Bianco vested on May 3,
1996. The remaining one-half of those shares (250,000) will best on May 3,
1997 in accordance with the Company's 1985 Stock Option Plan described in
Item 6 herein.
<PAGE>
CUSIP No. 0231647106 Page 4 of 4 Pages
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) 44,533,519 shares
(b) 8,101,600 shares
(c) None
(d)-(e) Not applicable
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Mr. Bianco is a party to an Incentive Stock Option Agreement with
AmBase dated May 3, 1995, pursuant to which one-half of the 500,000 shares
granted to Mr. Bianco (250,000) shares vested on May 3, 1996, with the
remaining one-half of the shares vesting on May 3, 1997.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
SIGNATURE
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.
Dated: May 9, 1996
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Richard A. Bianco
