ALTERMAN INVESTMENT FUND INC
SC 13D/A, 1996-12-16
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                                (Amendment No. 1)



                         ALTERMAN INVESTMENT FUND, INC.
                         ------------------------------
                                (Name of Issuer)

                          Common Stock, $2.50 Par Value
                          -----------------------------
                         (Title of Class of Securities)

                                   021447 10 7
                                   -----------
                                 (CUSIP Number)


          Robert F. Dow, 2800 One Atlantic Center, 1201 West Peachtree
          ------------------------------------------------------------
              Street, Atlanta, Georgia 30309-3400; (404) 873-8706
              ----------------------------------------------------
                  (Name, Address and Telephone Number of Person
               Authorized to Receive Notices and Communications)

                 April 4, 1988, April 11, 1988, January 14, 1993
                 -----------------------------------------------
                               and August 8, 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).



337696.1

<PAGE>


CUSIP NO. 021447 10 7                                                Page 2 of 6


                                  SCHEDULE 13D

================================================================================
1   Name of Reporting Person  S.S. or I.R.S. Identification No. of Above Person
        Malcolm Alterman
- --------------------------------------------------------------------------------
2   Check the Appropriate Box if a Member of a Group                      (a)[ ]
                                                                          (b)[ ]
- --------------------------------------------------------------------------------
3   SEC Use Only

- --------------------------------------------------------------------------------
4   Source of Funds
                    AF, 00
- --------------------------------------------------------------------------------
5   Check Box if Disclosure of Legal Proceedings is Required Pursuant to 
    Items 2(d) or 2(E)                                                       [ ]

- --------------------------------------------------------------------------------
6   Citizenship or Place of Organization
                             Georgia
- --------------------------------------------------------------------------------
    7  Sole Voting Power
                                                45,295
- --------------------------------------------------------------------------------
    8  Shared Voting Power
                                                40,479*
- --------------------------------------------------------------------------------
    9  Sole Dispositive Power
                                                45,295
- --------------------------------------------------------------------------------
    10  Shared Dispositive Power
                                                40,479*
- --------------------------------------------------------------------------------
11  Aggregate Amount Beneficially Owned by Each Reporting Person
                                                85,774*
- --------------------------------------------------------------------------------
12  Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares    [ ]

- --------------------------------------------------------------------------------
13  Percent of Class Represented by Amount in Row (11)
                                                 10.8%
- --------------------------------------------------------------------------------
14  Type of Reporting Person
                                       IN
================================================================================
                       SEE INSTRUCTIONS BEFORE FILLING OUT



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<PAGE>


CUSIP NO. 021447 10 7                                                Page 3 of 6


*        Includes   899  shares held as Trustee  for the estate of his  deceased
         wife.  Includes  19,280  shares  held as  Co-Trustee  of  three  trusts
         established under the will of Esther Alterman.

         Includes  20,300 shares held by Malcolm  Alterman  Limited  Partnership
         (the  "Partnership").   Mr.  Alterman  is  a  limited  partner  in  the
         Partnership and a stockholder  and the President of B.M.C.  (Alterman),
         Inc., the general partner of the Partnership.



337696.1

<PAGE>


CUSIP NO. 021447 10 7                                                Page 4 of 6


Item 1.  Security and Issuer.

         This  statement  relates  to the  Common  Stock,  $2.50 par  value,  of
Alterman  Investment  Fund, Inc., a Delaware  corporation  (the "Company").  The
principal executive offices of the Company are located at:

         Suite 104
         1218 West Paces Ferry Road, N.W.
         Atlanta, Georgia  30327

Item 2.  Identity and Background.

         (a)  (i)   Malcolm Alterman

              (ii)  Alterman Properties, Ltd.
                    3200 Professional Parkway, Suite 265
                    Atlanta, Georgia  30339

              (iii) General Partner and Manager,
                    Alterman Properties, Ltd. (See (b) above)

              (iv)  None

              (v)   None

              (vi)  United States


Item 3.  Source and Amount of Funds or Other Consideration.

         On April 4, 1988,  Esther  Alterman,  the  mother of Malcolm  Alterman,
Joanne A.  Singer and Paula A.  Kaplan,  made a gift of 26,643  shares of Common
Stock of the Company to the reporting person.

         On April  11,  1989,  Esther  Alterman  made a gift of 4,100  shares of
Common Stock of the Company to the reporting persons.

         On January 14, 1993, Esther Alterman made the following gifts of shares
of Common  Stock of the  Company  to trusts  for the  benefit  of the  reporting
persons, as follows:

                  Malcolm Alterman                   6,427 shares
                  Joanne A. Singer                   6,427 shares
                  Paula A. Kaplan                    6,426 shares

         Malcolm  Alterman,  Joanne  A.  Singer  and  Paula  A.  Kaplan  are the
Co-Trustees of each of these trusts.




337696.1

<PAGE>


CUSIP NO. 021447 10 7                                                Page 5 of 6


         On August 8, 1996, the reporting  person  transferred  20,300 shares to
the  Partnership  as a capital  contribution.  This transfer was made for estate
planning purposes.

Item 4.  Purpose of Transaction.

         The shares of Common  Stock were  received  pursuant to gift and estate
transactions, the purpose of which was to effect an intra-family distribution of
wealth for estate planning purposes.  See Item 3 above. The reporting person has
no plans or proposals  which relate to or would result in any of the occurrences
listed in the instructions to Item 4 of Schedule 13D.

         On August 8, 1996, the reporting  person  transferred  20,300 shares to
the  Partnership  as a capital  contribution.  This transfer was made for estate
planning purposes.

Item 5.  Interest in Securities of the Issuer.

         (a)  and (b) See Items 7, 8, 9, 10, 11 and 13 of cover pages.

         (c)  None.

         (d)  None.

         (e)  Not applicable.

Item 6.  Contracts, Arrangements, Understandings or Relationships
         with Respect to the Issuer.

         None.

Item 7.  Material to be Filed as Exhibits.

         None.



337696.1

<PAGE>


CUSIP NO. 021447 10 7                                                Page 6 of 6

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.




/s/ Malcolm Alterman                              8-8-96
- --------------------                              ------
Malcolm Alterman                                  Date






337696.1



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