SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
AmBase Corporation
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
023164106
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(CUSIP Number)
April 20, 1998
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(Date of Event Which Requires Filing of this Statement)
Michael L. Lewittes -- (212) 593-2729
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(Name and Tel. No. of person authorized by Reporting Persons
to receive inquiries regarding this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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.
707458.9
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CUSIP No. 023164106 SCHEDULE 13G Page 2 of 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael L. Lewittes
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
0
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 3,777,400
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH
8 SHARED DISPOSITIVE POWER
3,777,400
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,777,400
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.48%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP No. 023164106 SCHEDULE 13G Page 2 of 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert S. Jaffe
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
41,500
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 3,777,400
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 41,500
PERSON WITH
8 SHARED DISPOSITIVE POWER
3,777,400
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,818,900
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.58%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
707458.9
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Item 1(a) Name of Issuer:
AmBase Corporation, a Delaware corporation (the "Company").
................................................................................
Item 1(b) Address of Issuer's Principal Executive Offices:
51 Weaver Street, Building 2, Greenwich, Connecticut 06831
................................................................................
Item 2(a) Name of Person Filing:
Mr. Michael L. Lewittes ("Lewittes") and Mr. Robert S. Jaffe ("Jaffe").
................................................................................
Item 2(b) Address of Principal Business Office or, if none, Residence:
655 Madison Avenue -- 21st Floor
New York, New York 10021
Tel. No.: 212 593-2729
................................................................................
Item 2(c) Citizenship:
United States.
................................................................................
Item 2(d) Title of Class of Securities:
Common stock, $0.01 par value (the "Common Stock").
................................................................................
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Item 3. If this statement is filed pursuant to Sections 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with
Section 240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with Section 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance
with Section 240.13d-1(b)(1)(ii)(G);
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(h) [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J);
If this statement is filed pursuant to Section 240.13d-1(c), check this box [X].
Item 4. Ownership.
(I) Messrs. Jaffe and Lewittes, jointly:
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<CAPTION>
<S> <C> <C> <C>
(a) Amount beneficially owned:.............................................................3,777,400 shares
(b) Percent of class:.................................................................................8.48%
(c) Number of shares as to which has:
(i) Sole power to vote or to direct the vote........................................................0
(ii) Shared power to vote or to direct the vote..............................................3,777,400
(iii) Sole power to dispose or to direct the disposition of ..........................................0
(iv) Shared power to dispose or to direct the disposition of ................................3,777,400
(II) Mr. Jaffe, individually:
(a) Amount beneficially owned:.............................................................3,818,900 shares
(b) Percent of class:.................................................................................8.58%
(c) Number of shares as to which has:
(i) Sole power to vote or to direct the vote...................................................41,500
(ii) Shared power to vote or to direct the vote..............................................3,777,400
(iii) Sole power to dispose or to direct the disposition of .....................................41,500
(iv) Shared power to dispose or to direct the disposition of ................................3,777,400
</TABLE>
Item 5. Ownership of Five Percent
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Messrs. Lewittes and Jaffe beneficially own the Common Stock referred to in
paragraph (I) of Item 4 above through a number of entities and managed accounts
through which they share control over the voting and disposition of such Common
Stock. Such entities and managed accounts have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, such
Common Stock. No such entity or managed account owns more than 5% of the
outstanding Common Stock. In addition, Mr. Jaffe owns 41,500
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shares of Common Stock for his own account. Mr. Lewittes disclaims any interest
in the shares of Common Stock owned by Mr. Jaffe for his own account.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, correct and
complete. Each of the undersigned agrees, pursuant to Rule 13d-1(k), that the
statement on Schedule 13G set forth above is made on behalf of each of them.
s/ Robert S. Jaffe s/ Michael L. Lewittes
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Robert S. Jaffe Michael L. Lewittes
Dated: April 24, 1998
Attention: Intentional misstatements or omissions of fact constitute
Federal Criminal Violations (See 18 U.S.C. 1001).
707458.9
