SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )
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American Real Estate Investment Corporation
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(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
029166105
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(CUSIP Number)
Rosalind Davidowitz
7 Sutton Place South
Lawrence, New York 11559
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 12, 1997
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(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 this 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 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 1 of 6 pages
Exhibit Index - Page 5
<PAGE>
CUSIP No. 029166105 13D Page 2 of 6 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rosalind Davidowitz
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 Source of Funds
PF
- -------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is required pursuant to
Items 2(d) or 2(e)
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES 212,129
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 212,129
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
212,129
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
X
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP No. 029166105 13D Page 3 of 6 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. Morton Davis
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 Source of Funds
Not Applicable
- -------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is required pursuant to
Items 2(d) or 2(e)
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
212,129 (see Footnote 1, page 5 herein)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
X
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.8% (see Footnote 1, page 5 herein)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Page 4 of 6 Pages
Rosalind Davidowitz and J. Morton Davis, (together, the
"Reporting Parties") hereby amend the following items in their
statement on Schedule 13D relating to the common stock, $.001 par
value ("shares") of American Real Estate Investment Corporation (the
"Issuer") as follows:
Item 2. is hereby amended in its entirety as follows:
(a) This statement is filed on behalf of Rosalind Davidowitz and J. Davis
(together, the "Reporting Parties"). See attached Exhibit A which is a
copy of their agreement in writing to file this statement on behalf of
each of them.
(b) Ms. Davidowitz's address is 7 Sutton Place South, Lawrence, New York
11559. Mr. Davis' business address is 44 Wall Street, New York,
New York 10005.
(c) Ms. Davidowitz is a private investor, and Mr. Davis is Chairman and
sole shareholder of D.H. Blair Investment Banking Corp.
(d) Ms. Davidowitz and Mr. Davis have not, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) Ms. Davidowitz and Mr. Davis have not been parties to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which they were or are 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 and violation with respect to such laws.
Item 4. is hereby partially amended by deleting the first sentence and
substituting the following sentence therein:
This Amendment is filed solely to report that the Issuer
repurchased a warrant to purchase 175,000 shares owned directly by
Rosalind Davidowitz. Ms. Davidowitz owns the securities indicated in
Item 5. (a) herein for investment purposes only.
<PAGE>
Page 5 of 6 pages
Item 5. (a) is hereby amended in its entirety as follows:
As of December 12, 1997, The Reporting Parties (1) may be deemed to
beneficially own 212,129 shares or 15.8% of the Issuer's shares
as follows: 212,129 shares (2) (3) underlying a Conversion Right
(described in Item 6 of the previously filed Schedule 13D, dated
March 30, 1995) owned directly by Ms. Davidowitz.
Item 5. (b) is hereby amended in its entirety as follows:
Rosalind Davidowitz has sole power to dispose or to direct
the disposition of those shares owned directly by her.
Item 5. (c) is hereby amended by adding the following paragraphs thereto:
On December 12, 1997, the Issuer repurchased from Ms. Davidowitz,
a warrant to purchase 175,000 shares (the "Warrant") for $641,077.00;
which Warrant was then cancelled by the Issuer.
Exhibit A - Agreement in writing to file this statement on behalf of each of
the Reporting Parties.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, we
certify that the information set forth in this statement is true, complete
and correct.
/s/ J. Morton Davis
Date: February 24, 1997 _____________________________
New York, New York J. Morton Davis
/s/ Rosalind Davidowitz
Date: February 24, 1997 _____________________________
New York, New York Rosalind Davidowitz
____________________________________________________________________________
(1) Filing of this statement shall not be deemed an admission by J. Morton
Davis that he beneficially owns the securities attributed to Rosalind
Davidowitz, Mr. Davis' wife, for any purpose. J. Morton Davis expressly
disclaims beneficial ownership of all securities held by Rosalind
Davidowitz for any purpose.
(2) These 212,129 shares reflect the number of the Issuer's shares Ms.
Davidowitz would have received if she exercised her Conversion Right as of
December 12, 1997.
(3) Not included are 19,624 shares owned by New Jersey Real Estate Liquidation
Corp., a private corporation of which Ms. Davidowitz owns 37.5%. The 19,624
shares reflect the number of the Issuer's shares New Jersey Real Estate
Liquidation Corp. would have received if it exercised its Conversion Right
as a limited partner of the Operating Partnership of the Issuer (described
in Item 6. of the previously filed Schedule 13D, dated March 30, 1995) as
of December 12, 1997. Filing of this statement shall not be deemed an
admission by the Reporting Parties that they beneficially own the
securities attributed to New Jersey Real Estate Liquidation Corp. for any
purpose. The Reporting Parties expressly disclaim beneficial ownership of
all securities held by New Jersey Real Estate Liquidation Corp. for any
purpose.
Page 6 of 6 pages
EXHIBIT A
AGREEMENT
JOINT FILING OF SCHEDULE 13G
The Undersigned hereby agree to jointly prepare and file with regulatory
authorities a Schedule 13D and any future amendments thereto reporting each
of the undersigned's ownership of securities of American Real Estate Investment
Corporation, and hereby affirm that such Schedule 13D is being filed on behalf
of each of the undersigned.
/s/ J. Morton Davis
Date: February 24, 1997 _____________________________
New York, New York J. Morton Davis
/s/ Rosalind Davidowitz
Date: February 24, 1997 _____________________________
New York, New York Rosalind Davidowitz
