SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.2)
Angeles Mortgage Investment Trust
(Name of Issuer)
Class A shares, $1.00 par value
(Title of class of securities)
034638
(CUSIP Number)
Peter A. Nussbaum, Esq.
Schulte Roth & Zabel LLP
900 Third Avenue
New York, New York 10022
(212) 756-2000
(Name, address and telephone number of person authorized to
receive notices and communications)
June 3, 1997
(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.)
* 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. 034638 Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham Partners, L.P. 13-3700768
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES 218,829
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 218,829
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
218,829
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
8.4%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 034638 Page 3 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham Partners II, L.P. 13-3863925
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES 3,771
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 3,771
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,771
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
.14%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
Page 4 of 6 Pages
This Amendment No. 2 amends and supplements the Statement on Schedule 13D
(the "Statement") relating to the Class A Shares, $1.00 par value ("Class A
Shares"), of Angeles Mortgage Investment Trust, a business trust organized
under the laws of California (the "Company") previously filed by Gotham
Partners, L.P., a New York limited partnership ("Gotham"), and Gotham Partners
II, L.P., a New York limited partnership ("Gotham II"). Capitalized terms
used and not defined in this Amendment have the meanings set forth in the
Statement.
Except as specifically provided herein, this Amendment does not modify
any of the information previously reported in the Statement.
Item 3 is hereby amended to add the following information.
Item 3. Source and Amount of Funds or Other Consideration
The aggregate purchase price of the Class A Shares purchased by Gotham
and Gotham II and reported in this Amendment No. 1 was $347,740 and $14,588,
respectively. All of the funds required for these purchases were obtained
from the general funds of Gotham and Gotham II, respectively.
Item 5 is hereby amended to add the following information.
Item 5. Interest in Securities of the Issuer
(a) Gotham owns 218,829 Class A Shares as of the date of this
Amendment, representing an aggregate of approximately 8.4% of the
outstanding Class A Shares of the Company. Gotham II owns 3,771 Class A
Shares as of the date of this Amendment, representing an aggregate of
approximately .14% of the outstanding Class A Shares of the Company. The
percentages used in this paragraph are calculated based upon 2,617,000
outstanding Class A Shares of the Company, as of April 30, 1997, as reported
in the Company's Form 10-Q for the quarter ended March 31, 1997. None of
Section H, Karenina, DPB, Mr. Ackman or Mr. Berkowitz beneficially own any
Class A Shares (other than the Class A Shares beneficially owned by Gotham and
Gotham II).
(c) The tables below set forth information with respect to all purchases
and sales of Class A Shares by Gotham and Gotham II during the past 60 days.
In each case, the transactions were effected in open-market transactions on
the American Stock Exchange.
<PAGE>
Page 5 of 6 Pages
Gotham
Date Number of Class A Price per Share
Shares Purchased/(Sold)
4/3/97 1,970 13.3938
4/4/97 7,890 14.06
5/15/97 790 13.8881
5/30/97 4,940 14.185
6/2/97 1,975 14.185
6/3/97 790 14.185
Gotham II
Date Number of Class A Price per Share
Shares Purchased/(Sold)
4/3/97 30 13.3938
4/4/97 110 14.06
5/15/97 10 13.8881
5/16/97 700 14.06
5/30/97 60 14.185
6/2/97 25 14.185
6/3/97 10 14.185
Except as described above, none of Gotham, Gotham II, Section H,
Karenina, DPB, Mr. Ackman or Mr. Berkowitz has effected any transactions in
the securities of the Company during the past sixty days.
<PAGE>
Page 6 of 6 Pages
* * *
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
June 4, 1997
GOTHAM PARTNERS, L.P.
By: Section H Partners, L.P.
its general partner
By: KARENINA CORP.,
a general partner of Section H Partners, L.P.
By: /s/ William A. Ackman
William A. Ackman
President
By: DPB CORPORATION,
a general partner of Section H Partners, L.P.
By: /s/ David P. Berkowitz
David P. Berkowitz
President
GOTHAM PARTNERS II, L.P.
By: Section H Partners, L.P.
its general partner
By: KARENINA CORPORATION,
a general partner of Section H Partners, L.P.
By: /s/ William A. Ackman
William A. Ackman
President
By: DPB CORPORATION,
a general partner of Section H Partners, L.P.
By: /s/ David P. Berkowitz
David P. Berkowitz
President
