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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported)
February 28, 1997
American Real Estate Investment Corporation
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(Exact name of registrant as specified in its charter)
Maryland 1-12514 84-1246585
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1670 Broadway, Suite 3350, Denver, Colorado 80202
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(Address of principal executive offices)
Registrant's telephone number, including area code: 303-869-4700
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
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On February 28, 1997, pursuant to an agreement dated January 15, 1997,
American Real Estate Investment Corporation (the "Company"), through a limited
partnership of which a wholly owned subsidiary is the general partner and the
Company's operating partnership is the sole limited partner, sold the 450 unit
apartment complex known as the Timberleaf Apartments, which was constructed in
1972 and is located at 9913 East First Avenue in Aurora, Colorado. The gross
selling price for the property was $9,115,000. The property was sold to
Timberleaf Apartments, LLC, an unaffiliated entity.
Item 7. Financial Statements and Exhibits.
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(a) Financial statement of businesses acquired.
Not applicable
(b) Pro forma financial information.
Pro Forma Balance Sheet as of December 31, 1996 (unaudited)
Pro Forma Statement of Operations for the year ended December 31,
1996 (unaudited)
(c) Exhibits.
10(o) Contract for Purchase and Sale of Timberleaf Apartment
Complex dated as of January 15, 1997 (previously filed)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
American Real Estate
Investment Corporation
By:/s/ Rick A. Burger
____________________________
Rick A. Burger, Treasurer
Dated: August 25, 1997
Enclosures
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AMERICAN REAL ESTATE INVESTMENT CORPORATION
PRO FORMA BALANCE SHEET
AS OF DECEMBER 31, 1996
(In Thousands)
(Unaudited)
The pro forma balance sheet is presented as if the disposition of Timberleaf
apartments ("Timberleaf") had occurred on December 31, 1996. The sale of
International Apartments was reflected in the Company's historical consolidated
balance sheet as of December 31, 1996. The pro forma balance sheet should be
read in conjunction with the financial statements filed by the Company with the
Securities and Exchange Commission, including the Company's Form 10-KSB for the
year ended December 31, 1996.
This unaudited pro forma balance sheet is not necessarily indicative of what the
actual financial position would have been at December 31, 1996, nor does it
purport to represent the future financial position of the Company.
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<CAPTION>
<S> <C> <C> <C>
American
Real Estate
Investment Pro Forma
Corporation Adjustments Pro Forma
----------- ----------- ---------
(A)
ASSETS
Real estate, net $ 43,555 $ (8,580)(B) $ 34,975
Other assets 2,668 2,238 (B) (C) 4,906
Total assets $ 46,223 $ (6,342) $ 39,881
========== =========== =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Mortgage notes payable $ 33,027 $ (6,372)(B) $ 26,655
Other notes payable 4,212 0 4,212
Other liabilities 1,230 (220)(B) 1,010
Total liabilities 38,469 (6,592) 31,877
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Minority interest 3,125 166 (C) 3,291
Shareholders' equity:
Preferred stock 0 0 0
Common stock 1 0 1
Additional paid-in capital 5,374 0 5,374
Cumulative net income 1,874 84 (C) 1,958
Cumulative dividends (2,620) 0 (2,620)
Total shareholders' equity 4,629 84 4,713
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Total liabilities and shareholders' equity $ 46,223 $ (6,342) $ 39,881
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(A) Reflects the historical consolidated balance sheet of American
Real Estate Investment Corporation as of December 31, 1996.
(B) Represents adjustments for the assets and liabilities of
Timberleaf.
(C) Reflects the gain on sale and net cash proceeds from the sale
of Timberleaf.
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AMERICAN REAL ESTATE INVESTMENT CORPORATION
PRO FORMA STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 1996
(In Thousands)
(Unaudited)
These pro forma Statements of Operations are presented as if the disposition of
Timberleaf apartments ("Timberleaf") and International apartments
("International") had occurred on January 1, 1996 and the Company qualified as a
REIT distributed all of its taxable income and, therefore, incurred no tax
expense during the period. These statements should be read in conjunction with
the financial statements filed by the Company with the Securities and Exchange
Commission, including the Company's Form 10-KSB for the year ended December 31,
1996.
These unaudited pro forma Statements of Operations are not necessarily
indicative of what the actual results of operations of the Company would have
been assuming the aforementioned events had been completed as of January 1,
1996, nor does it purport to represent the results of operations for future
periods.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
American
Real Estate Pro Forma Adjustments
Investment --------------------------
Corporation International Timberleaf Pro Forma
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(A)
Revenues from rental properties $ 10,240 $ (746)(B) $ (2,212)(B) $ 7,282
Rental property expenses:
Repairs and maintenance 708 (67)(B) (164)(B) 477
Property taxes 417 (27)(B) (57)(B) 333
Property management fees 353 (25)(B) (74)(B) 254
Utilities 1,034 (116)(B) (372)(B) 546
Payroll 893 (99)(B) (235)(B) 559
Other property operations 1,005 (121)(B) (307)(B) 577
General & administrative 515 0 0 515
Depreciation and amortization 1,306 (112)(B) (252)(B) 942
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Total operating expenses 6,231 (567) (1,461) 4,203
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Financing expenses 3,897 (158)(C) (593)(C) 3,146
Minority interest 1,364 (1,364)(D) 0 0
Equity in earnings from investment
in partnership 570 0 0 570
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Income (loss) before gain on sale of property (682) 1,343 (158) 503
Gain on sale of property 1,786 (1,786)(D) 0 0
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Net income $ 1,104 $ (443) $ (158) $ 503
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Primary earnings (loss) per share (E) $ 1.00 $ (0.41) $ (0.14) $ 0.45
========= ========= ========== ========
Fully diluted earnings (loss) per share (E) $ 1.00 $ (0.55) $ (0.19) $ 0.26
========= ========= ========= ========
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AMERICAN REAL ESTATE INVESTMENT CORPORATION
PRO FORMA STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1996
(In Thousands)
(Unaudited)
___________________
(A) Represents historical consolidated operating statement amounts for the
year ended December 31, 1996 for American Real Estate Investment
Corporation.
(B) Represents revenues and operating expenses, including depreciation and
amortization, for the year ended December 31, 1996 relating to Timberleaf
and International.
(C) Represents interest expense for the year ended December 31, 1996 relating
to the first mortgage indebtedness for Timberleaf, along with the
International's allocable share of the Company's line of credit and bank
loan partially secured by International.
(D) Represents the adjustments required resulting from eliminating the gain
on sale of property resulting from the sale of International. The
minority interest allocation was adjusted accordingly, in accordance with
the allocation provisions specified in the operating partnership's
partnership agreement.
(E) Pro forma amount represents the earnings per share obtained by
incorporating the net income effect of all pro forma adjustments for
Timberleaf and International, and the corresponding adjustment in the
number of fully diluted shares outstanding at December 31, 1996.
