UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
RESTATED SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
FIRST CAROLINA INVESTORS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
31942010
(CUSIP Number)
DAVID P. STEINMANN
(SECRETARY OF AMERICAN SECURITIES BD CO., GP CORP.)
122 EAST 42nd STREET, NEW YORK, NEW YORK 10168 (212) 476-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 26, 1995
(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).
<PAGE>
SCHEDULE 13D
CUSIP NO. 31942010
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
AMERICAN SECURITIES BD CO., L.P. (ON BEHALF OF CERTAIN
CLIENTS)
2. Check the Appropriate Box if a Member of a Group (a) X
(SEE ITEM # 2) __
3. SEC Use Only
4. Source of Funds
AF
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) of 2(e) __
6. Citizenship or Place of Organization
NEW YORK
7. Sole Voting Power
53,746
8. Shared Voting Power
-0-
9. Sole Dispositive Power
53,746
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
53,746
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares __
13. Percent of Class Represented by Amount in Row (11)
4.9%
14. Type of Reporting Person
00
<PAGE>
SCHEDULE 13D
CUSIP NO. 31942010
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
NINA ROSENWALD
2. Check the Appropriate Box if a Member of a Group (a) X
(SEE ITEM # 2) __
3. SEC Use Only
4. Source of Funds
PF
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) of 2(e) __
6. Citizenship or Place of Organization
UNITED STATES
7. Sole Voting Power
6,596
8. Shared Voting Power
29,910
9. Sole Dispositive Power
6,596
10. Shared Dispositive Power
29,910
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
36,506
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares __
13. Percent of Class Represented by Amount in Row (11)
3.3%
14. Type of Reporting Person
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 31942010
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
ELIZABETH R. VARET
2. Check the Appropriate Box if a Member of a Group (a) X
(SEE ITEM # 2) __
3. SEC Use Only
4. Source of Funds
PF
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) of 2(e) __
6. Citizenship or Place of Organization
UNITED STATES
7. Sole Voting Power
4,400
8. Shared Voting Power
28,910
9. Sole Dispositive Power
4,400
10. Shared Dispositive Power
28,910
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
33,310
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares __
13. Percent of Class Represented by Amount in Row (11)
3.1%
14. Type of Reporting Person
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 31942010
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
ALICE R. SIGELMAN
2. Check the Appropriate Box if a Member of a Group (a) X
(SEE ITEM # 2) __
3. SEC Use Only
4. Source of Funds
PF
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) of 2(e) __
6. Citizenship or Place of Organization
UNITED STATES
7. Sole Voting Power
3,600
8. Shared Voting Power
30,782
9. Sole Dispositive Power
3,600
10. Shared Dispositive Power
30,782
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
34,382
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares __
13. Percent of Class Represented by Amount in Row (11)
3.1%
14. Type of Reporting Person
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 31942010
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
LEWIS G. COLE
2. Check the Appropriate Box if a Member of a Group (a) X
(SEE ITEM # 2) __
3. SEC Use Only
4. Source of Funds
PF
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) of 2(e) __
6. Citizenship or Place of Organization
UNITED STATES
7. Sole Voting Power
_____________
8. Shared Voting Power
23,080
9. Sole Dispositive Power
_____________
10. Shared Dispositive Power
23,080
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
23,080
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares __
13. Percent of Class Represented by Amount in Row (11)
2.1%
14. Type of Reporting Person
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 31942010
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
CHARLES D. KLEIN
2. Check the Appropriate Box if a Member of a Group (a) X
(SEE ITEM # 2) __
3. SEC Use Only
4. Source of Funds
PF
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) of 2(e) __
6. Citizenship or Place of Organization
UNITED STATES
7. Sole Voting Power
1,230
8. Shared Voting Power
1,000
9. Sole Dispositive Power
1,230
10. Shared Dispositive Power
1,000
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
2,230
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares __
13. Percent of Class Represented by Amount in Row (11)
Less than 1/10 of one percent.
14. Type of Reporting Person
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 31942010
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
JANE P. KLEIN
2. Check the Appropriate Box if a Member of a Group (a) X
(SEE ITEM # 2) __
3. SEC Use Only
4. Source of Funds
PF
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) of 2(e) __
6. Citizenship or Place of Organization
UNITED STATES
7. Sole Voting Power
200
8. Shared Voting Power
400
9. Sole Dispositive Power
200
10. Shared Dispositive Power
400
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
600
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares __
13. Percent of Class Represented by Amount in Row (11)
Less than 1/10 of one percent.
14. Type of Reporting Person
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 31942010
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
DAVID P. STEINMANN
2. Check the Appropriate Box if a Member of a Group (a) X
(SEE ITEM # 2) __
3. SEC Use Only
4. Source of Funds
PF
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) of 2(e) __
6. Citizenship or Place of Organization
UNITED STATES
7. Sole Voting Power
1,230
8. Shared Voting Power
1,000
9. Sole Dispositive Power
1,230
10. Shared Dispositive Power
1,000
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
2,230
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares __
13. Percent of Class Represented by Amount in Row (11)
.1%
14. Type of Reporting Person
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 31942010
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
CATHERINE STEINMANN
2. Check the Appropriate Box if a Member of a Group (a) X
(SEE ITEM # 2) __
3. SEC Use Only
4. Source of Funds
PF
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) of 2(e) __
6. Citizenship or Place of Organization
UNITED STATES
7. Sole Voting Power
398
8. Shared Voting Power
800
9. Sole Dispositive Power
398
10. Shared Dispositive Power
800
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
1,198
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares __
13. Percent of Class Represented by Amount in Row (11)
Less than 1/10 of one percent.
14. Type of Reporting Person
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 31942010
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MICHAEL A. VARET
2. Check the Appropriate Box if a Member of a Group (a) X
(SEE ITEM # 2) __
3. SEC Use Only
4. Source of Funds
PF
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) of 2(e) __
6. Citizenship or Place of Organization
UNITED STATES
7. Sole Voting Power
1,000
8. Shared Voting Power
300
9. Sole Dispositive Power
1,000
10. Shared Dispositive Power
300
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
1,300
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares __
13. Percent of Class Represented by Amount in Row (11)
Less than 1/10 of one percent.
14. Type of Reporting Person
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 31942010
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
WILLIAM ROSENWALD
2. Check the Appropriate Box if a Member of a Group (a) X
(SEE ITEM # 2) __
3. SEC Use Only
4. Source of Funds
PF
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) of 2(e) __
6. Citizenship or Place of Organization
UNITED STATES
7. Sole Voting Power
-0-
8. Shared Voting Power
8,900
9. Sole Dispositive Power
-0-
10. Shared Dispositive Power
8,900
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
8,900
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares __
13. Percent of Class Represented by Amount in Row (11)
Less than 1/10 of one percent.
14. Type of Reporting Person
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 31942010
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
JESSE L. SIGELMAN
2. Check the Appropriate Box if a Member of a Group (a) X
(SEE ITEM # 2) __
3. SEC Use Only
4. Source of Funds
PF
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) of 2(e) __
6. Citizenship or Place of Organization
UNITED STATES
7. Sole Voting Power
100
8. Shared Voting Power
-0-
9. Sole Dispositive Power
100
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
100
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares __
13. Percent of Class Represented by Amount in Row (11)
Less than 1/10 of one percent.
14. Type of Reporting Person
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 31942010
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
ALEXANDER G. ANAGNOS
2. Check the Appropriate Box if a Member of a Group (a) X
(SEE ITEM # 2) __
3. SEC Use Only
4. Source of Funds
PF
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) of 2(e) __
6. Citizenship or Place of Organization
UNITED STATES
7. Sole Voting Power
430
8. Shared Voting Power
180
9. Sole Dispositive Power
430
10. Shared Dispositive Power
180
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
610
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares __
13. Percent of Class Represented by Amount in Row (11)
Less than 1/10 of one percent.
14. Type of Reporting Person
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 31942010
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MELVYN S. KAHAN
2. Check the Appropriate Box if a Member of a Group (a) X
(SEE ITEM # 2) __
3. SEC Use Only
4. Source of Funds
PF
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) of 2(e) __
6. Citizenship or Place of Organization
UNITED STATES
7. Sole Voting Power
450
8. Shared Voting Power
-0-
9. Sole Dispositive Power
450
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
450
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares __
13. Percent of Class Represented by Amount in Row (11)
Less than 1/10 of one percent.
14. Type of Reporting Person
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 31942010
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
WALLACE APTMAN
2. Check the Appropriate Box if a Member of a Group (a) X
(SEE ITEM # 2) __
3. SEC Use Only
4. Source of Funds
PF
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) of 2(e) __
6. Citizenship or Place of Organization
UNITED STATES
7. Sole Voting Power
450
8. Shared Voting Power
-0-
9. Sole Dispositive Power
450
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
450
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares __
13. Percent of Class Represented by Amount in Row (11)
Less than 1/10 of one percent.
14. Type of Reporting Person
IN
<PAGE>
Item 1. Security and Issuer
This schedule relates to the shares of stock of First
Carolina Investors, Inc. (the "Issuer"), having its principal
offices at 500 East Morehead Street, Charlotte, North Carolina
28233.
This Amendment is being filed to reflect (i) that the
holdings of the Reporting Persons (as hereinafter defined) no
longer constitute 5% or more of the outstanding shares of Common
Stock of the Issuer and (ii) the substitution of American
Securities BD CO., L.P., a New York limited partnership, as the
successor to American Securities Corporation.
Item 2. Identity and Background
This Schedule is being filed by American Securities BD CO.,
L.P. (a registered broker-dealer), 80 Pine Street, New York, New
York 10005, the successor to American Securities Corporation, on
behalf of certain clients listed below (collectively, the
"Reporting Persons"). These persons include Mr. William
Rosenwald and a small group of persons, including members of his
family, close business associates and a number of their
families, and persons serving as trustees of trusts established
by William Rosenwald for the benefit of certain members of Mr.
Rosenwald's family; such entities may be deemed to constitute a
group.
Name Address Occupation/employment
Nina Rosenwald 24th floor Investor
(daughter of William 122 East 42nd Street
Rosenwald) New York, NY
Elizabeth R. Varet 24th floor Investor
(daughter of William 122 East 42nd Street
Rosenwald) New York, NY
Alice R. Sigelman 24th floor Investor
(daughter of William 122 East 42nd Street
Rosenwald) New York, NY
William Rosenwald 24th floor Investor
122 East 42nd Street
New York, NY
David P. Steinmann 24th floor Administrator of WR
122 East 42nd Street Family Associates
New York, NY
Catherine Steinmann 24th floor Investor
(wife of David P. 122 East 42nd Street
Steinmann) New York, NY
Charles D. Klein 24th floor Financial Advisor
122 East 42nd Street with WR Family
New York, NY Associates
Jane P. Klein 24th floor Investor
(wife of Charles D. Klein)122 East 42nd Street
New York, NY
Lewis G. Cole Stroock & Stroock Attorney
& Lavan
7 Hanover Square
New York, NY
Alexander G. Anagnos 24th floor Financial Advisor
122 East 42nd Street with WR Family
New York, NY Associates
Wallace Aptman 24th floor Accountant with WR
122 East 42nd Street Family Associates
New York, NY
Melvyn S. Kahan 24th floor Employee with WR
122 East 42nd Street Family Associates
New York, NY
Michael A. Varet 24th floor Attorney
(husband of Elizabeth R. 122 East 42nd Street
Varet) New York, NY
Dr. Jesse L. Sigelman 24th floor Physician
(husband of Alice R. 122 East 42nd Street
Sigelman) New York, NY
Each of the natural persons listed above (a) has not,
during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors), (b) has not, during the last five years, been a
party to a civil proceeding as a result of such proceeding been
subject to 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 violations
with respect to such laws; and (c) is a citizen of the United
States. American Securities BD CO., L.P. is a New York limited
partnership.
Item 3. Source and Amount of Funds or Other Consideration
Personal funds on hand.
Item 4. Purpose of Transaction
The securities of the issuer to which this Schedule relates
have been acquired for investment. Additional shares of the
class of stock to which this Schedule relates may be purchased
from time to time depending upon future market opportunities.
Although the persons acquiring the securities may develop
plans or proposals in the future, such persons have no current
plans or proposals which related to or would result in:
(a) The disposition of additional securities of the
issuer;
(b) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the issuer or
any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of
the issuer or of any of its subsidiaries;
(d) Any change in the present board of directors or
management of the issuer including any plans or proposals to
change the number or term of directors or to fill any existing
vacancies on the board;
(e) Any material change in the present capitalization or
dividend policy of the issuer;
(f) Any other material change in the issuer's business or
corporate structure;
(g) Changes in the issuer's charter, by-laws or
instruments corresponding thereto or other actions which may
impede the acquisition or control of the issuer by any person;
(h) Causing a class of securities of the issuer to be
delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association;
(i) A class of equity securities of the issuer becoming
eligible for termination of registration pursuant to Section
12(g) (4) of the Securities Exchange Act of 1934, as amended; or
(j) Any action similar to any of these enumerated above.
Item 5. Interest in Securities of the Issuer
(a) and (b). The number of shares and percentage of the
class of securities identified by Item 1 as beneficially owned
by persons referred to in Item 2 is described below:
Certain customers of American Securities BD CO., L.P. who
may be deemed to constitute a group and who are described in
Item 2, beneficially own 53,746 shares or approximately 4.9% of
the class as to which each of the group has the sole or shared
power to vote or to direct the vote ("voting power") and the
sole or shared power to dispose or to direct the disposition of
("dispositive power") each said share.
The table set forth below indicates the number of shares of
common stock of the Company beneficially owned by the persons
referred to in Item 2:
<TABLE>
<CAPTION>
Shs With Sole Shs With
Voting & Shared Voting Total No. Total
Dispositive & Dispositive Of Shares % Of
Name Power Power Owned Class
<S> <C> <C> <C> <C>
Certain customers
of American
Securities BD
CO., L.P.
(inc. those
below) 53,746 -0- 53,746 4.9%
Nina Rosenwald 6,596 29,910 (a) 36,506 3.3%
(c)
Elizabeth R. Varet 4,400 28,910 (a) 33,310 (b) 3.1%
(c)
Alice R. Sigelman 3,600 30,782 (a) 34,382 (b) 3.1%
(c)
Lewis G. Cole -0- 23,080 (a) 23,080 2.1%
(c)
Charles D. Klein 1,230 1,000 2,230 *
Jane P. Klein 200 400 600 (b) *
David P. Steinmann 430 11,080 11,510 .1%
Catherine Steinmann 398 800 1,198 *
Michael A. Varet 1,000 300 1,300 (b) *
William Rosenwald -0- 8,900 8,900 *
Jesse L. Sigelman 100 -0- 100 (b) *
Alexander G. Anagnos 430 180 (c) 610 *
Melvyn S. Kahan 450 -0- 450 *
Wallace Aptman 450 -0- 450 *
* Less than 1/10 of one percent
Footnotes to Table:
(a) Includes shares beneficially owned as agent for a
group of individuals, including employees of W R
Family Associates and American Securities BD CO., L.P.
(b) Includes shares held as custodian for such person's
minor child or children.
(c) Includes shares held as co-trustee of certain trusts.
(d) Includes shares held as sole trustee of certain
trusts.
</TABLE>
<PAGE>
Item 5 (c) The following transactions were made during the
past sixty days:
May 12, 1995: Sale of 726 shares at $27.75 through Bear,
Stearns & Co. Inc. on behalf of William Rosenwald.
May 26, 1995: Sale of 500 shares at $28.00 through
Bear, Stearns & Co. Inc. on behalf of Nina Rosenwald.
Item 6 Contracts, Arrangements or Understandings with Respect
to Securities of the Issuer
The persons named in Item 2 have no contracts,
arrangements, understandings or relationships with respect to
the transactions necessitating the filing of this Schedule,
except for the family, professional and business relationships
set forth in Item 2. Because of the relationships described in
Item 2, such persons may be deemed to constitute a group for
purposes of this schedule.
Item 7 Material to be Filed as Exhibits
None
<PAGE>
Signature
After reasonable inquiry and to the best of the
undersigned's knowledge and belief, the undersigned certifies
that the information set forth in this statement is true,
complete and correct.
AMERICAN SECURITIES BD CO., L.P.
in its capacity as agent for the
Reporting Persons
By: AMERICAN SECURITIES BD CO. GP CORP.,
its general partner
By: /s/ David P. Steinmann
David P. Steinmann, Secretary
