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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AMERICAN REAL ESTATE INVESTMENT CORPORATION
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(Name of Issuer)
COMMON STOCK $0.001 PAR VALUE
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(Title of Class of Securities)
029166 10 5
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(CUSIP Number)
JAMES MULVIHILL WILLIAM S. CLARKE, ESQUIRE
C/O AMERICAN REAL ESTATE WILLIAM S. CLARKE, P.A.
INVESTMENT CORPORATION 457 NORTH HARRISON STREET - SUITE 103
1670 BROADWAY - SUITE 3350 PRINCETON, NEW JERSEY 08540
DENVER, COLORADO 80202 (609) 921-3663
(303) 869-4700
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(Name, Address and Telephone Number of Persons Authorized to Receive Notices and
Communications)
AUGUST 20, 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: [_]
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<TABLE>
<CAPTION>
CUSIP NUMBER 029166 10 5
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<S> <C>
1. Name of Reporting Person JAMES MULVIHILL
SS or IRS Identification Number Not provided, pursuant to Special Instructions
of Above Person for Complying with Schedule 13D
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2. Check the Appropriate Box if a (a)
Member of a Group (b) [X]
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3. SEC Use Only
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4. Source of Funds 00
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5. Check if Disclosure of Legal NOT APPLICABLE
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
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6. Citizenship of Place of Organization UNITED STATES OF AMERICA
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Number of Shares Beneficially Owned by Each 7. Sole Voting Power: 262,099
Reporting Person With........................ 8. Shared Voting Power: -0-
9. Sole Dispositive Power: 262,099
10. Shared Dispositive Power: -0-
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11. Aggregate Amount Beneficially 262,099
Owned by Each Reporting Person
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12. Check if the Aggregate Amount in NOT APPLICABLE
Row 11 Excludes Certain Shares
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13. Percent of Class Represented by 10.4%
Amount in Route 11
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14. Type of Reporting Person IN
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</TABLE>
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ITEM 1. SECURITY AND ISSUER:
The class of equity securities to which this Statement relates is shares of
common stock, par value $0.001 per share (the "Shares"), of American Real Estate
Investment Corporation, a Maryland corporation (the "Company"). The principal
executive offices of the Company are located at 1670 Broadway, Suite 3350,
Denver, Colorado 80202.
ITEM 2. IDENTITY AND BACKGROUND:
(a) This Statement is being filed by Mr. James Mulvihill.
(b) Mr. Mulvihill's business address is 1670 Broadway, Suite 3350,
Denver, Colorado 80202.
(c) Mr. Mulvihill's present principal occupation is a private real
estate investor and Chairman of the Company.
(d)(e) Mr. Mulvihill has not, during the last five (5) years: (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is 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 violation with respect to such laws.
(f) Mr. Mulvihill is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
This transaction reported does not involve the purchase of any securities
of the Company.
ITEM 4. PURPOSE OF TRANSACTION:
On August 20, 1997, the Company entered into agreements, including, among
others, a "Master Agreement", whereby the Company will consummate transactions
(the "Transactions"), subject to fulfillment of various closing conditions
including, among others, obtaining stockholder approval of the Transactions,
with McBride Enterprises, Penn Square Properties,
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Inc., and Hudson Bay Partners, L.P. (collectively the "Investor Group"). As part
of the Transactions, the Investor Group will contribute real estate assets,
primarily comprised of office and industrial properties in New Jersey and
Pennsylvania and management operations, cash and other assets to the Company in
exchange for shares of Common Stock ("Stock") of the Company and partnership
units ("LP Units") in the operating partnership (the "Operating Partnership") of
the Company, each valued at $11 per share.
Mr. Mulvihill has agreed in a Voting Agreement (the "Voting Agreement")
entered into with the Investor Group that, at any time prior to the earlier of
the closing of the Transactions and the termination of the Master Agreement, at
any meeting or action to be taken by consent of the stockholders of the Company
or the partners of the Operating Partnership, he will vote his shares of Stock
and LP Units (a)(i) in favor of the Transactions, (ii) against any action or
agreement that would result in a breach of any covenant, representation or
warranty or any other obligation or agreement of the Company under the Master
Agreement or that would result in any of the conditions to the obligations of
the Company under the Master Agreement not being fulfilled, and (iii) in favor
of any other matter relating to the consummation of the Transactions with
respect to which he is entitled to vote, and (b) against (i) any proposal with
respect to any direct or indirect acquisition or purchase of 15% or more of any
of the Stock outstanding, the acquisition of any securities (including
partnership interests) of any subsidiary of the Company, or any merger,
consolidation, business combination, liquidation, dissolution or similar
transaction or a proposal to acquire the Company or an interest in it which is
conditioned or contemplates the Company not completing the Transactions, (ii)
any change in the majority of the persons who constitute the Board of Directors
of the Company, or (iii) any change in the present capitalization of the Company
or amendment of its articles of incorporation or by-laws or other proposal
involving the Company or its subsidiaries which would in any manner impede,
frustrate, prevent or nullify the Transactions or which could result in the
conditions to the Master Agreement not being fulfilled. Mr. Mulvihill has also
agreed that neither he nor his agents, counsel, accountants, financial advisors,
investment bankers, consultants and other representatives will directly or
indirectly initiate, solicit, encourage, or take other action knowingly to
facilitate, any inquiries or the making of, or participate in any negotiations
regarding, any acquisition proposal by a third person. In the event he receives
an acquisition proposal, he must promptly notify the person making the
acquisition proposal of the terms of the Voting Agreement and the term of the
Master Agreement which restrict the solicitation of acquisition proposals,
advise the Investor Group of the acquisition proposal and terminate discussions
regarding such acquisition proposal. Mr. Mulvihill has also agreed that during
the term of the Voting Agreement, with certain exceptions, he will not sell,
transfer or assign any of his shares of Stock or LP Units or enter into a voting
agreement with respect thereto. Mr. Evan Zucker, President and a Director of
the Company, is also a party to the Voting Agreement.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER:
(a) As of August 20, 1997, Mr. Mulvihill holds beneficially the following
securities of the Company:
<TABLE>
<CAPTION>
Percentage of Shares
Title of Security Amount of Common Stock (1)
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<S> <C> <C>
Common Stock 262,099 (2) 10.4%
</TABLE>
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(1) Calculated in accordance with Rule 13d-3.
(2) Includes 85,752 shares issuable on conversion of units of partnership
interest in the Operating Partnership and 153,350 shares issuable on
exercise of presently exercisable options. Also includes 76,579 shares
held by Mr. Mulvihill's wife, as to which Mr. Mulvihill disclaims any
beneficial interest.
(b) Mr. Mulvihill has the sole power to vote the shares of Stock referred
to in paragraph (a) above.
(c) None.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER:
See description of Voting Agreement in Item 4 above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS:
None.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
Dated: September 18, 1997
/s/ James Mulvihill
___________________
James Mulvihill
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