PAGE 1 of 6 PAGES
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
AMERICAN ASSET MANAGEMENT CORPORATION
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
024-010-308
(CUSIP Number)
_
Check the following box if a fee is being paid with this statement | |.
(A fee is not required only if the filing 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 the disclosures provided in a prior cover page.
The information required in 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>
CUSIP NO. 024-010-308 SCHEDULE 13G PAGE 2 of 6 PAGES
1 NAME AND S.S. or I.R.S. IDENTIFICATION NO.OF REPORTING PERSON
M.H. MEYERSON & CO., INC. IRS NO. 13-1924455
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
_
NOT APPLICABLE (a) | |
_
(b) | |
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW JERSEY CORPORATION
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
376 shares
6 SHARED VOTING POWER
NONE
7 SOLE DISPOSITIVE POWER
111,386 shares [See Note I on Page 3]
8 SHARED DISPOSITIVE POWER
NONE
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
111,386 shares [See Note I on Page 3]
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES _
NOT APPLICABLE | |
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.6 PERCENT
12 TYPE OF REPORTING PERSON
BD
<PAGE>
CUSIP NO. 024-010-308 SCHEDULE 13G PAGE 3 of 6 PAGES
NOTE I Consists of a long position of 376 shares of Common Stock
plus long positions of 44,434 Class Z Warrants to
purchase 44,434 shares of Common Stock and 66,576 Class
L Warrants to purchase 66,576 shares of Common Stock.
Does not include 1,000 shares of Common Stock owned by
persons associated with M.H. Meyerson & Co., Inc.
<PAGE>
CUSIP NO. 024-010-308 SCHEDULE 13G PAGE 4 of 6 PAGES
Item 1(a) Name of Issuer:
AMERICAN ASSET MANAGEMENT CORPORATION
Item 1(b) Address of Issuer's Principal Executive Offices:
150 Morristown Road, Suite 108,
Bernardsville, NJ 07924
Item 2(a) Name of Person Filing:
M.H. MEYERSON & CO., INC.
Item 2(b) Address of Principal Business Office:
525 Washington Blvd. - 34th Floor
Jersey City, NJ 07310
Item 2(c) Citizenship:
New Jersey Corporation
Item 2(d) Title of Class of Securities:
Common Stock, no par value
Item 2(e) CUSIP Number:
024-010-308
Item 3 Type of Person:
(a) Broker/Dealer registered under Section 15 of
the Act
Item 4 Ownership (at January 31, 1998):
(a) Amount Beneficially Owned:
111,386 shares [See Note I on page 3]
(b) Percent of Class:
10.6 Percent
<PAGE>
CUSIP NO. 024-010-308 SCHEDULE 13G PAGE 5 of 6 PAGES
(c) Number of Shares as to which such person has:
(i) Sole power to vote or direct the vote:
376 shares
(ii) Shared power to vote or direct the vote:
None
(iii)Sole power to dispose or direct the
disposition of:
111,386 shares [See Note I on page 3]
(iv) Shared power to dispose or direct the
disposition of:
None
Item 5 Ownership of Five Percent or Less of a Class:
Not Applicable
Item 6 Ownership of More than Five Percent on Behalf of Another
Person:
Not Applicable
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 the Group:
Not Applicable
<PAGE>
CUSIP NO. 024-010-308 SCHEDULE 13G PAGE 6 of 6 PAGES
Item 10 Certification:
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purposes or effect.
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: February 10, 1998
M.H. MEYERSON & CO., INC.
BY: /s/ Michael Silvestri
Michael Silvestri, President
