AMERICAN REAL ESTATE INVESTMENT CORP
424B3, 1999-09-28
REAL ESTATE INVESTMENT TRUSTS
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                 PROSPECTUS SUPPLEMENT DATED SEPTEMBER 23, 1999

PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JULY 10, 1998)

                                1,379,310 SHARES

                   AMERICAN REAL ESTATE INVESTMENT CORPORATION

                                  COMMON STOCK

                               -------------------

      American Real Estate Investment Corporation is a corporation engaged in
the ownership, acquisition, management and development of industrial and office
properties.

      We are offering to sell an aggregate of 1,379,310 shares of common stock
at a price of $14.50 per share, par value $.001 per share, with this prospectus
supplement directly to those persons listed under "Plan of Distribution." Our
common stock is listed for trading on the American Stock Exchange under the
symbol "REA." On September 22, 1999, the last reported sale of our common stock
on the American Stock Exchange was $14.25 per share.

      INVESTING IN OUR COMMON STOCK INVOLVES RISKS WHICH ARE DESCRIBED IN THE
"RISK FACTORS" SECTION BEGINNING ON PAGE 4 OF THE ACCOMPANYING PROSPECTUS.

                               -------------------

      Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.

                               -------------------

          The date of this prospectus supplement is September 23, 1999

<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE
                              PROSPECTUS SUPPLEMENT

USE OF PROCEEDS..............................................................S-1
PLAN OF DISTRIBUTION.........................................................S-1
DESCRIPTION OF CAPITAL STOCK.................................................S-1
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS...................................S-13

                                   PROSPECTUS

WHERE YOU CAN FIND MORE INFORMATION.......................................     2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...........................     2
FORWARD-LOOKING INFORMATION...............................................     3
RISK FACTORS..............................................................     4
THE COMPANY...............................................................    10
USE OF PROCEEDS...........................................................    10
RATIO OF EARNINGS TO FIXED CHARGES........................................    11
DESCRIPTION OF CAPITAL STOCK..............................................    11
DESCRIPTION OF DEPOSITARY SHARES..........................................    17
METHOD OF SALE............................................................    20
FEDERAL INCOME TAX CONSIDERATIONS.........................................    21
LEGAL MATTERS.............................................................    29
EXPERTS...................................................................    30

<PAGE>

                                 USE OF PROCEEDS

      We estimate that we will receive net proceeds from this offering of
approximately $19.9 million, after deducting estimated expenses. We will use the
proceeds from the sale of the common stock for general corporate purposes
including working capital and funding acquisitions.

                              PLAN OF DISTRIBUTION

      We are selling an aggregate of 1,379,310 shares of our common stock
directly to Jeffrey E. Kelter and Hudson Bay Partners II, L.P. at a purchase
price of $14.50 per share. Messr. Kelter is a member of our board of directors
and Hudson Bay Partners II, L.P. is one of our principal stockholders.

                          DESCRIPTION OF CAPITAL STOCK

      In addition to the information below, you should also read the information
contained under the heading "Description of Capital Stock" beginning on page 11
in the accompanying Prospectus before deciding whether to invest in shares of
our common stock. However, if the information set forth below differs from the
information set forth in the accompanying Prospectus, you should rely on the
information set forth below.

GENERAL

      Under our Charter, the total number of shares of all classes of stock that
we have authority to issue is 65,000,000. Currently, 59,200,000 shares are
classified as common stock, $.001 par value, 800,000 shares are classified as
Series A Convertible Preferred Stock, $.001 par value (the "Series A Preferred
Shares"), 4,200,000 shares are classified as Series B Convertible Preferred
Stock, S.001 par value (the "Series B Preferred Shares") and 800,000 shares are
classified as Series C Convertible Preferred Stock (the "Series C Preferred
Shares"). Currently, no Series B Preferred Shares or Series C Preferred Shares
are issued or outstanding. Upon completion of the first of three closings of a
transaction (the "Reckson Transaction") with affiliates of Reckson Associates
Realty Corporation (collectively, "Reckson") and Robert Morris, Joseph Morris
and certain of their affiliates (collectively, "Morris") which we anticipate
will be completed prior to the completion of this offering, we will issue Series
B Preferred Shares and upon completion of a private placement with three
institutional investors (the "Private Placement"), which we anticipate will be
completed prior to the completion of this offering, we will issue Series C
Preferred Shares. Our board of directors may classify and reclassify any
unissued shares of capital stock by setting or changing in any one or more
respects the preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends, qualifications or terms or conditions
of redemption of such shares of capital stock subject to the rights of the
holders of Series A, Series B and Series C Preferred Shares described below.

      As general partner of our operating partnership, American Real Estate
Investment, L.P., we may authorize the creation of one or more series of
preferred OP Units having such preferences, conversion or other rights, voting
powers, restrictions, limitations as to dividends, qualifications or terms or
conditions of redemption of such OP Units as we may determine subject to the
rights of the holders of Series B, Series C and Series D Convertible Preferred
Units described below. We also may authorize the issuance of additional common
OP Units on such terms and conditions as we may determine.

      The transfer agent and registrar for our common stock is American Stock
Transfer & Trust Company.

COMMON STOCK

      The holders of common stock are entitled to one vote per share on all
matters voted on by stockholders, including elections of directors. Except for
the voting rights of the holders of Series A, Series B and Series C Preferred
Shares described below, rights provided in any Articles Supplementary adopted by
our


                                       S-1
<PAGE>

board of directors with respect to any future series of preferred stock or as
otherwise required by law, the holders of shares of common stock possess all
voting power. Our board of directors is divided into three classes. The three
classes have staggered terms of office so that the terms of office of directors
of only one class expires at each annual meeting of stockholders. The directors
of each class are elected for three year terms and until his or her successor is
elected and duly qualified or until his or her earlier death, resignation or
removal. Our Charter does not provide for cumulative voting in the election of
directors. Subject to any preferential rights of any outstanding series of
preferred stock including the Series A, Series B and Series C Preferred Shares,
the holders of shares of common stock are entitled to such dividends as may be
declared from time to time by our board of directors from funds available
therefor and upon liquidation are entitled to receive pro rata all assets of our
company available for distribution to such holders. All shares of common stock
outstanding are fully paid and non-assessable, and the holders thereof have no
preemptive rights under our Charter. However, under an agreement pursuant to
which certain institutional holders (for whom Morgan Stanley Asset Management
Inc. acts as agent) purchased shares of our common stock, if we propose to issue
shares of our common stock for cash, these institutional holders have the right
to purchase, on the same terms, up to an amount of the securities such that,
upon consummation of the proposed issuance, such holders would hold the same
percentage of our common stock as such holders held immediately prior to such
issuance. Holders of our Series A Preferred Stock have similar rights as
described below under "Preferred Stock--Terms of Series A Convertible Preferred
Stock--Preemptive Rights" below.

PREFERRED STOCK

      GENERAL

      Under our Charter, our board of directors is authorized to provide for the
issuance of shares of preferred stock in one or more series, to establish the
number of shares in each series and to fix the terms of each series. Our board
of directors could authorize the issuance of additional shares of preferred
stock with terms and conditions that could have the effect of discouraging a
takeover or other transaction that holders of common stock might believe to be
in their best interests or in which holders of some, or a majority, of the
shares of common stock might receive a premium for their shares over the then
market price of such shares of common stock.

      TERMS OF SERIES A CONVERTIBLE PREFERRED STOCK

      We currently have 800,000 Series A Preferred Shares issued and
outstanding. The Series A Preferred Shares have the following terms:

      VOTING RIGHTS. Except in certain limited circumstances and as required by
applicable law, holders of Series A Preferred Shares are not entitled to vote.
The affirmative vote or consent of the holders of at least two-thirds of the
votes entitled to be cast by holders of outstanding Series A Preferred Shares is
required to authorize or increase the number of shares of a class senior to the
Series A Preferred Shares or to authorize any amendment to our Charter that
would materially and adversely affect the voting powers, rights or privileges of
the holders of the Series A Preferred Shares. If and whenever dividends on any
Series A Preferred Shares are in arrears for six or more quarterly periods
(whether or not consecutive), the number of directors then constituting our
board of directors shall be increased by one and the holders of Series A
Preferred Shares, voting as a single class, will be entitled to nominate and
vote for the election of the additional director.

      DIVIDENDS. Holders of Series A Preferred Shares are entitled to cumulative
dividends, payable quarterly and in preference to dividends payable on our
common stock and any other shares of our capital stock ranking junior to the
Series A Preferred Shares, when, as and if declared by our board of directors
out of funds legally available for that purpose, at the rate of the greater of
(i) $2.25 per share per year or (ii) an amount per share equal to the aggregate
annual amount of cash dividends paid or payable, if any, with respect to the
number of shares of common stock into which each Series A Preferred Share is
then convertible. Such


                                       S-2
<PAGE>

dividends are cumulative from the date of issuance of the Series A Preferred
Shares and compound quarterly at a rate of 9% per annum.

      LIQUIDATION. In the event of any (i) liquidation, dissolution or
winding-up of our affairs, (ii) consolidation or merger which results in a
change in control of our company, or (iii) sale or transfer of all or
substantially all of our assets other than to an affiliate (each a "Liquidation
Event"), the holders of Series A Preferred Shares will be entitled to receive,
out of our assets legally available for distribution to our stockholders, before
distributions are made to holders of our common stock or any other shares of our
capital stock ranking junior to the Series A Preferred Shares as to liquidating
distributions, the greater of (i) (A) a liquidation preference equal to the sum
of $25.00 per share and accrued and unpaid dividends plus (B) the applicable
liquidation premium set forth below, or (ii) an amount per share equal to the
amount which would have been payable had each share been converted into shares
of our common stock immediately prior to such liquidation, sale or merger. If,
on or prior to December 15, 2003, there is (i) a consolidation or merger which
results in a change of control of our company and in which the surviving entity
is another entity that is or may be an issuer of senior unsecured debt
securities or preferred stock rated investment grade and that has common equity
securities with an average daily trading volume of $2,475,000 over the prior 30
trading days, the liquidation premium will be 5% of the liquidation preference
or (ii) any other Liquidation Event, the liquidation premium will be 10% of the
liquidation preference. If there is a Liquidation Event after December 15, 2003,
the liquidation premium will be equal to the redemption premium set forth in the
following paragraph.

      REDEMPTION. We may not redeem Series A Preferred Shares prior to December
15, 2003. On or after December 15, 2003, we may redeem for cash all, but not
less than all, of the outstanding Series A Preferred Shares at a price per share
equal to the liquidation preference (which is $25.00 per share) plus a
redemption premium as set forth in the following table:

<TABLE>
<CAPTION>
                                                                                   REDEMPTION PREMIUM AS
                                                                                      A PERCENTAGE OF
         REDEMPTION DATE                                                           LIQUIDATION PREFERENCE
         --------------------------------------------------------------------      -----------------------
         <S>                                                                       <C>
         From December 15, 2003
           through and including December 14, 2004...........................               4.5%

         From December 15, 2004
           through and including December 14, 2005...........................               3.375%

         From December 15, 2005
           through and including December 14, 2006...........................               2.25%

         From December 15, 2006
           through and including December 14, 2007...........................               1.125%

         Thereafter..........................................................               0%

</TABLE>

      CONVERSION. Each share of Series A Preferred Shares is convertible at any
time into the number of shares of our common stock obtained by dividing the
aggregate liquidation preference (which is $25 per share) of such Series A
Preferred Shares by $16.50. The conversion price is subject to adjustment upon
certain events such as a combination or subdivision of our common stock, the
issuance of rights, options or warrants to holders of our common stock entitling
them to purchase shares of our common stock at a price less than their current
market value or any action affecting our common stock that in the opinion of our
board of directors would materially adversely affect the conversion rights of
the holders of Series A Preferred Shares.

      RIGHTS UPON CERTAIN TRANSACTIONS. We may not enter into certain
transactions in which shares of our common stock are converted into the right to
receive securities or other property (including cash), unless each Series A
Preferred Share that is not redeemed or converted into the right to receive
securities or other property will be converted into the securities or other
property that would have been received if such Series A Preferred


                                       S-3
<PAGE>

Shares were converted into common stock immediately prior to the transaction. We
may not agree to enter into such a transaction unless provisions are made that
enable holders of Series A Preferred Shares that remain outstanding after the
transaction to convert their shares into the consideration received by holders
of common stock at the conversion price in effect immediately prior to the
transaction. Furthermore, in the event of a consolidation or merger with an
unaffiliated entity in which our company is not the surviving entity, the
holders of Series A Preferred Shares may require us to make provision for the
Series A Preferred Shares in accordance with the immediately preceding sentences
unless we redeem all of the Series A Preferred Shares for an amount equal to the
liquidation preference, plus a redemption premium of 10% of the liquidation
preference.

      PREEMPTIVE RIGHTS. If we propose to issue for cash either shares of our
common stock or securities convertible into shares of our common stock (with the
exception of limited partner interests in our operating partnership), we must
give each holder of Series A Preferred Shares the right to purchase, on the same
terms, up to an amount of our common stock or other securities issued so that,
upon consummation of the proposed issuance, such holder would hold the same
percentage of our common stock that it held immediately prior to the proposed
issuance (assuming conversion to shares of common stock of all Series A
Preferred Shares held by such holder).

      TERMS OF SERIES B CONVERTIBLE PREFERRED STOCK

      Upon consummation of the first closing of the Reckson Transaction, which
we anticipate will be completed prior to the completion of this offering, we
will have 1,600,000 Series B Preferred Shares issued and outstanding. We do not
anticipate that we will issue any additional Series B Preferred Shares in
connection with any subsequent closing of the Reckson Transaction (although, the
Series C Convertible Preferred Units issued in the Reckson Transaction are
convertible in the Series B Preferred Shares). The Series B Preferred Shares
will have the following terms:

      VOTING RIGHTS. Except in certain limited circumstances and as required by
applicable law, holders of Series B Preferred Shares are not entitled to vote.
The affirmative vote of at least two-thirds of the votes cast by holders of
outstanding Series B Preferred Shares is required to authorize or increase the
number of shares of another class ranking senior to the Series B Preferred
Shares or to authorize an amendment to our Charter that would materially and
adversely affect the voting powers, rights or privileges of the holders of the
Series B Preferred Shares. If and whenever (i) dividends on any Series B
Preferred Shares are in arrears for six or more quarterly periods (whether or
not consecutive), (ii) we breach certain fixed charge coverage ratios, (iii) our
aggregate dividends declared or paid on our common stock and preferred stock
from the issue date of any Series B Preferred Shares exceeds our cumulative
funds from operations plus capital gains not included in our funds from
operation from such issue date or (iv) we breach any covenant granted to holders
of future series of our preferred stock that restricts the total amount of our
indebtedness and preferred stock to a specified percentage of the value or our
assets or real estate, the number of directors then constituting our board of
directors shall be increased by one and the holders of Series B Preferred
Shares, voting as a single class, will be entitled to nominate and vote for the
election of the additional director.

      DIVIDENDS. Holders of Series B Preferred Shares are entitled to cumulative
dividends, payable quarterly and in preference to dividends payable on our
common stock, and any other shares of our capital stock ranking junior to the
Series B Preferred Shares, when, as and if declared by our board of directors
out of funds legally available for that purpose, at the rate of $2.4375 per
share per year plus the amount by which cash dividends with respect to our
common stock exceeds a rate of $1.56 (subject to adjustment) per share per year.
Such dividends shall be cumulative from the date of issuance of the Series B
Preferred Shares and shall compound at a rate per annum equal to 9.75%.

      LIQUIDATION. In the event of any (i) liquidation, dissolution or
winding-up of our affairs, (ii) consolidation or merger which results in a
change in control of our company, or (iii) sale or transfer of all or
substantially all of our assets other than to an affiliate (each a "Liquidation
Event"), the holders of Series B


                                       S-4
<PAGE>

Preferred Shares will be entitled to receive, out of our assets legally
available for distribution to our stockholders, before distributions are made to
holders of our common stock or any other shares of our capital stock ranking
junior to the Series B Preferred Shares as to liquidation distributions, the
greater of (i) (A) a liquidation preference in an amount equal to the sum of
$25.00 per share and accrued and unpaid dividends plus (B) the applicable
liquidation premium set forth below, or (ii) an amount per share equal to the
amount which would have been payable had each share been converted into shares
of common stock immediately prior to such Liquidation Event. If, on or prior to
December 15, 2003, there is (i) a consolidation or merger which results in a
change of control of our company and in which the surviving entity is another
entity that is or may be the issuer of senior unsecured debt securities or
preferred stock rated investment grade, the liquidation premium will be 5% of
the liquidation preference or (ii) any other Liquidation Event, the liquidation
premium will be 10% of the liquidation preference. If, after December 15, 2003,
there is a Liquidation Event the liquidation premium will be the same as the
redemption premium set forth in the following paragraph.

      REDEMPTION. We may redeem for cash, at any time, all or part of the
outstanding Series B Preferred Shares. On or before the fifth anniversary of the
date of issuance of the shares we may redeem the shares for cash at a redemption
price per share equal to the amount necessary to produce a 17% internal rate of
return. After the fifth anniversary of the date of issuance, we may redeem for
cash the shares at a redemption price equal to the liquidation preference (which
is $25.00 per share) plus a redemption premium as set forth in the following
table:

<TABLE>
<CAPTION>
                                                                                   REDEMPTION PREMIUM AS
                                                                                      A PERCENTAGE OF
         REDEMPTION DATE                                                           LIQUIDATION PREFERENCE
         --------------------------------------------------------------------      -----------------------
         <S>                                                                       <C>

         From the fifth anniversary of the date of issuance
         to and including the sixth anniversary of the date of issuance......              4.825%

         From the sixth anniversary of the date of issuance
         to and including the seventh anniversary of the date of issuance....              3.62%

         From the seventh anniversary of the date of issuance
         to and including the eighth anniversary of the date of issuance.....              2.41%

         From the eighth anniversary of the date of issuance
         to and including the ninth anniversary of the date of issuance......              1.21%

         Thereafter..........................................................              0%

</TABLE>

If we call less than all the Series B Preferred Shares for redemption, shares
will be redeemed PRO RATA on the basis of the number of shares owned. In the
event of a change in control in which the surviving entity does not have or may
not have senior unsecured indebtedness or preferred stock rated investment
grade, each holder of Series B Preferred Shares shall have the right to require
us to redeem all, but not less than all, outstanding Series B Preferred Shares
owned by such holder for an amount per share equal to the liquidation preference
plus a premium equal to 10% of the liquidation preference.

      In addition, pursuant to the rules of the American Stock Exchange, we are
not permitted to issue common stock or securities convertible into common stock
in one transaction or a series of related transactions which would result in the
issuance of more than 19.9% of our issued and outstanding common stock unless
our stockholders approve such issuance. As a result, the preferred stock and
preferred OP Units received by the parties in the Reckson Transaction may not be
converted into our common stock to the extent that the common stock they would
receive upon the conversion combined with our common stock they receive in the
transaction, exceeds 19.9% of the total number of shares of our issued and
outstanding common stock unless approved by our stockholders prior to any
conversion. We have agreed that if our stockholders fail to approve the issuance
within one year from the date the preferred stock was received and two years
from the date the preferred OP Units were received, each holder of the preferred
stock or the preferred OP Units, as the case may

                                      S-5

<PAGE>

be, received by the  parties  in the Reckson  Transaction  will be  entitled  to
redeem for cash, at the  applicable  redemption  price,  all preferred  stock or
units,  as the case may be,  that may not be  converted  into our  common  stock
without violating this rule. Additionally,  we agreed in the Reckson Transaction
to grant  the  parties  a  similar  redemption  right if we fail to file a proxy
statement with the Securities and Exchange  Commission  within six months of the
first closing of the Reckson  Transaction and hold a meeting of our stockholders
within one year of the first closing of the Reckson Transaction. Furthermore, we
agreed to grant a limited redemption right to certain of the Reckson entities in
certain  circumstances if we fail to provide evidence of our  qualification as a
real estate investment trust under the Internal Revenue Code of 1986, as amended
(the "Code").

     CONVERSION.  Subject to obtaining  stockholder approval as described above,
each holder of Series B Preferred Shares has the right, at his or her option, at
any time and from time to time, to convert such shares into the number of shares
of our common stock obtained by dividing the aggregate liquidation preference of
such Series B Preferred Shares by a conversion  price of $16.00.  The conversion
price is subject to  adjustment  upon certain  events such as a  combination  or
subdivision of our common stock or any action affecting our common stock that in
the opinion of our board of  directors  would  materially  adversely  affect the
conversion rights of the holders of Series B Preferred Shares.

     FAVORED  STATUS.   Pursuant  to  the  contribution  agreement  executed  in
connection with the Reckson Transaction,  we and our operating  partnership have
agreed that the Reckson and Morris  entities  receiving our  preferred  stock or
preferred OP Units will be entitled the benefit of any change or  supplement  to
the terms of our Series C Preferred  Shares  which was  previously  disclosed to
Reckson and Morris,  if the change or supplement is beneficial to the purchasers
of the Series C Preferred Shares.

     TERMS OF SERIES C CONVERTIBLE PREFERRED STOCK

     Upon  consummation  of the Private  Placement,  which we anticipate will be
completed prior to the completion of this offering,  we will have 800,000 shares
of Series C  Preferred  Shares  issued and  outstanding.  The Series C Preferred
Shares have the following terms:

     VOTING RIGHTS.  Except in certain limited  circumstance  and as required by
applicable  law,  the Series C Preferred  Shares are not  entitled to vote.  The
affirmative  vote of at least two-thirds of the votes cast by the holders of the
Series C Preferred  Shares is required to  authorize  or increase  the number of
shares of a class senior to, or on parity with the Series C Preferred  Shares or
to authorize an amendment  to our Charter that would  materially  and  adversely
affect the voting  powers,  rights or  privileges of the holders of the Series C
Preferred Shares.

     DIVIDENDS.  The  holders  of Series C  Preferred  Shares  are  entitled  to
cumulative  dividends,  payable quarterly and in preference to dividends payable
on our common stock and any other shares of our capital stock ranking  junior to
the Series C Preferred  Shares,  when, as and if authorized  and declared by our
board of directors out of funds legally  available for that purpose,  cumulative
dividends  payable  quarterly  in cash at the rate of $2.4375 per share per year
plus the amount by which cash  dividends with respect to one share of our common
stock exceeds a rate of $1.54 (subject to adjustment) per year multiplied by the
conversion  ratio  then in  effect  for the  Series  C  Preferred  Shares.  Such
dividends  shall  be  cumulative  from  the  date of  issuance  of the  Series C
Preferred Shares and compound quarterly at a rate of 9.75% per annum.

     LIQUIDATION. In the event of any Liquidation Event, the holders of Series C
Preferred  Shares  will  be  entitled  to  receive,  out of our  assets  legally
available for distribution to our stockholders, before distributions are made to
holders of our common  stock or any other  shares of our capital  stock  ranking
junior to the Series C Preferred  Shares as to  liquidation  distributions,  the
greater of (i) (A) a  liquidation  preference  in an amount  equal to the sum of
$25.00  per share and  accrued  and  unpaid  dividends  plus (B) the  applicable
liquidation  premium set forth  below,  or (ii) an amount per share equal to the
amount which would have been payable had each share been  converted  into shares
of common stock immediately prior to such Liquidation  Event. If, on or

                                      S-6
<PAGE>

prior to December 15, 2003, there is (i) a consolidation or merger which results
in  a change  of control  of our  company and  in which the surviving  entity is
another  entity  that  is  or  may  be  the  issuer  of  senior  unsecured  debt
securities or preferred stock rated investment  grade,  the liquidation  premium
will be 5% of the liquidation  preference or (ii) any other  Liquidation  Event,
the  liquidation  premium will be 10% of the liquidation  preference.  If, after
December 15, 2003, there is a Liquidation Event, the liquidation premium will be
the same as the redemption premium set forth in the following paragraph.

     REDEMPTION.  At any time  following  the fifth  anniversary  of the date of
issuance of the Series C Preferred Shares, we may redeem for cash all or part of
the  outstanding  Series C  Preferred  Shares at a price per share  equal to the
liquidation  preference (which is $25.00 per share) plus a redemption premium as
set forth in the following table:

<TABLE>
<CAPTION>
                                                                                   Redemption Premium as a
                                                                                        Percentage of
         Redemption Date                                                           Liquidation Preference
         -------------------------------------------------------------------       ------------------------
         <S>                                                                       <C>

         From the fifth anniversary of the date of issuance
           to and including the sixth anniversary of the date of issuance....               4.75%

         From the sixth anniversary of the date of issuance
           to and including the seventh anniversary of the date of issuance..              3.5625%

         From the seventh anniversary of the date of issuance
           to and including the eighth anniversary of the date of issuance...              2.375%

         From the eighth anniversary of the date of issuance
         to and including the ninth anniversary of the date of issuance......              1.1875%

         Thereafter..........................................................                0%

</TABLE>

If we call  less  than all of the  outstanding  Series C  Preferred  Shares  for
redemption,  shares will be redeemed pro rata in proportion to the number shares
owned.

     CONVERSION.  Each  holder  of  Series C  Preferred  Shares  may at any time
convert  such shares into the number of our shares of common  stock  obtained by
dividing the aggregate liquidation  preference of such Series C Preferred Shares
by a conversion  price of $15.75.  The conversion price is subject to adjustment
upon certain  events such as a combination  or  subdivision of our common stock,
the  granting  of rights,  options or  warrants  to holders of our common  stock
entitling them to purchase shares of our common stock at a price less than their
current  market  value or any  action  affecting  our  common  stock that in the
opinion  of our  board  of  directors  would  materially  adversely  affect  the
conversion rights of the holders of Series C Preferred Shares.

     OP UNITS

     Our operating partnership has, in addition to common OP Units, three series
of convertible  preferred OP Units outstanding (Series A, B and D) and will have
an additional three series of convertible preferred OP Units outstanding (Series
C, E and  F)  upon  completion  of  the  Reckson  Transaction  and  the  Private
Placement. The following is a description of the common OP Units and each series
of preferred OP Units.

     COMMON UNITS

     As of September 21, 1999, there were 14,534,286 common OP Units outstanding
of which we owned  approximately  52%. On a  fully-diluted  basis,  we would own
approximately  53 % of the common OP Units  (assuming the exchange or conversion
of all  preferred  OP Units  that are  exchangeable  for common OP Units and the
exercise of all warrants to purchase common OP Units).  The remaining  common OP
Units are owned

                                      S-7
<PAGE>

by limited  partners of  the operating  partnership.  Each common OP Unit may be
converted  by the holder  into one share of our  common  stock  (subject  to
certain anti-dilution provisions),  or in certain cases, at our option, the cash
value of one share of common stock.

     SERIES A CONVERTIBLE PREFERRED UNITS

     We currently  hold all of the  outstanding  Series A Convertible  Preferred
Units.  Each of  these  OP  Units  has a  liquidation  and  dividend  preference
identical  to the  preference  of one  share of Series A  Convertible  Preferred
Stock.  Upon the  conversion  or  redemption  of shares of Series A  Convertible
Preferred  Stock for shares of our common  stock,  we are required to convert an
equal number of Series A Convertible Preferred Units into common OP Units.

     SERIES B CONVERTIBLE PREFERRED UNITS

     The  operating  partnership  currently  has  300,000  Series B  Convertible
Preferred Units issued and outstanding. The Series B Convertible Preferred Units
have the following terms:

     VOTING  RIGHTS.   Except  in  limited  circumstances  and  as  required  by
applicable law, holders of Series B Convertible Preferred Units are not entitled
to vote.  The  affirmative  vote of at least  two-thirds  of the  votes  cast by
holders of  outstanding  Series B  Convertible  Preferred  Units is  required to
authorize or increase the number of units of another class ranking senior to the
Series  B  Convertible  Preferred  Units or to  authorize  an  amendment  to the
operating   partnership's   partnership  agreement  that  would  materially  and
adversely  affect any power,  preference  or special right of the holders of the
Series B Convertible Preferred Units.

     DISTRIBUTIONS. Holders of Series B Convertible Preferred Units are entitled
to cumulative cash  distributions,  payable  quarterly and in preference to cash
distributions,  payable on the operating  partnership's common OP Units, and any
other  units  ranking  on a parity  with or junior to the  Series B  Convertible
Preferred  Units,  when,  as and if  declared  by us, as general  partner of the
operating  partnership,  out of net operating  cash flow at a rate of $2.375 per
unit per year. Such cash  distributions are cumulative from the date of issuance
of the Series B  Convertible  Preferred  Units and shall  compound at a rate per
annum equal to 9.50%.

     LIQUIDATION.  In the  event of any (a)  dissolution  or  winding  up of the
operating  partnership  or us or (b) a sale or transfer of all or  substantially
all of the operating  partnership's  or our assets other than to an affiliate of
the  operating  partnership  or us,  the  holders  of the  Series B  Convertible
Preferred Units will be entitled to receive out of capital, surplus or earnings,
before   distributions  are  made  to  the  holders  of  any  of  the  operating
partnership's  common OP Units or any other units ranking junior to the Series B
Convertible  Preferred Units as to liquidation  distributions an amount equal to
$25.00 per Series B  Convertible  Preferred  Unit and  accrued  and unpaid  cash
distributions.

     REDEMPTION.  The operating  partnership  may redeem for cash all or part of
the outstanding  Series B Convertible  Preferred Units at a price per unit equal
to the liquidation preference (which is $25.00 per unit) plus accrued and unpaid
cash distributions.  Upon notice from the operating partnership of its intention
to redeem the Series B Convertible  Preferred Units, the holders of the Series B
Convertible  Preferred  Units  shall  be  entitled  to  convert  such  Series  B
Convertible  Preferred Units into shares of our Common stock as described in the
following paragraph.

     CONVERSION.  Each holder of Series B  Convertible  Preferred  Units has the
right, at his or her option,  at any time and from time to time, to convert such
units into the number of shares of our common  stock  based upon the  conversion
price.  Based upon the  current  conversion  price,  the holders of the Series B
Convertible  Preferred  Units are entitled to 454,545 shares of our common stock
upon  conversion.  The  conversion  price is subject to adjustment  upon certain
events such as a combination or subdivision of our common stock.

                                      S-8
<PAGE>

     SERIES C CONVERTIBLE PREFERRED UNITS

     Upon consummation of the first closing of the Reckson Transaction, which we
anticipate  will be completed  prior to the  completion  of this  offering,  the
operating  partnership will have 1,441,947 Series C Convertible  Preferred Units
issued and  outstanding.  We anticipate  that upon  completion of the subsequent
closings of the Reckson Transaction, the operating partnership will have a total
of  2,508,523  Series C  Convertible  Preferred  Shares  issued and  outstanding
(assuming  that no Series C  Convertible  Preferred  Units are  converted).  The
Series C Preferred Shares will have the following terms:

     VOTING RIGHTS.  Except in certain limited  circumstances and as required by
applicable law, holders of Series C Convertible Preferred Units are not entitled
to vote.  The  affirmative  vote of at least  two-thirds  of the  votes  cast by
holders of  outstanding  Series C  Convertible  Preferred  Units is  required to
authorize or increase the number of units of another class ranking senior to the
Series  C  Convertible  Preferred  Units or to  authorize  an  amendment  to the
operating   partnership's   partnership  agreement  that  would  materially  and
adversely  affect the voting powers,  rights or privileges of the holders of the
Series C Convertible Preferred Units.

     DISTRIBUTIONS. Holders of Series C Convertible Preferred Units are entitled
to  cumulative  cash  distributions,  payable  quarterly  and in  preference  to
dividends  payable on our common OP Units, and any other units ranking junior to
the Series C  Convertible  Preferred  Units,  when, as and if declared by us, as
general partner of the operating partnership, out of funds legally available for
that purpose, at the rate of $2.4375 per share per year plus the amount by which
cash dividends with respect to our common stock exceeds a rate of $1.56 (subject
to adjustment)  per share per year.  Such dividends shall be cumulative from the
date of issuance of the Series C Convertible  Preferred Units and shall compound
at a rate per annum equal to 9.75%.

     LIQUIDATION.  In the event of any Liquidation Event involving the operating
partnership or us, the holders of Series C Convertible  Preferred  Units will be
entitled to receive, out of our assets legally available for distribution to our
OP Unit holders, before distributions are made to holders of our common OP Units
or any other units ranking junior to the Series C Convertible Preferred Units as
to liquidation distributions, the greater of (i) (A) a liquidation preference in
an amount  equal to the sum of  $25.00  per unit and  accrued  and  unpaid  cash
distribution  plus (B) the applicable  liquidation  premium set forth below,  or
(ii) an amount per unit equal to the amount  which  would have been  payable had
each unit been converted into shares of common stock  immediately  prior to such
Liquidation  Event.  If,  on or  prior  to  December  15,  2003,  there is (i) a
consolidation  or merger which  results in a change of control of the  operating
partnership or us and in which the surviving entity is another entity that is or
may be the issuer of senior  unsecured debt  securities or preferred stock rated
investment  grade,  the  liquidation  premium  will  be  5% of  the  liquidation
preference or (ii) any other Liquidation Event, the liquidation  premium will be
10% of the  liquidation  preference.  If, after  December  15, 2003,  there is a
Liquidation  Event the  liquidation  premium will be the same as the  redemption
premium set forth in the following paragraph.

     REDEMPTION.  At any time  following  the fifth  anniversary  of the date of
issuance of the Series C Convertible  Preferred Units, the operating partnership
may redeem for cash or common OP Units (at the  holder's  option) all or part of
the outstanding Series C Convertible Preferred Units price per unit equal to the
liquidation  preference (which is $25.00 per unit) plus a redemption  premium as
set forth in the following table:

                                       S-9
<PAGE>

<TABLE>
<CAPTION>

                                                                                   Redemption Premium as
                                                                                      a Percentage of
         Redemption Date                                                           Liquidation Preference
         --------------------------------------------------------------------      ----------------------
         <S>                                                                       <C>

         From the fifth anniversary of the date of issuance
         to and including the sixth anniversary of the date of issuance......              4.825%

         From the sixth anniversary of the date of issuance
         to and including the seventh anniversary of the date of issuance....              3.62%

         From the seventh anniversary of the date of issuance
         to and including the eighth anniversary of the date of issuance.....              2.41%

         From the eighth anniversary of the date of issuance
         to and including the ninth anniversary of the date of issuance......              1.21%

         Thereafter..........................................................              0%

</TABLE>

If we  call  less  than  all  the  Series  C  Convertible  Preferred  Units  for
redemption,  units will be redeemed pro rata on the basis of the number of units
owned.  In the event of a change in control in which the  surviving  entity does
not have or may not have senior unsecured  indebtedness or preferred stock rated
investment grade, each holder of Series C Convertible Preferred Units shall have
the right to require us to redeem all, but not less than all, outstanding Series
C Convertible  Preferred Units owned by such holder for an amount per unit equal
to the  liquidation  preference  plus a premium equal to 10% of the  liquidation
preference.

     In the event a holder of the Series C Convertible Preferred Units elects to
receive  common OP Units,  the holder  will be entitled to receive the amount of
common OP Units  equal to the  liquidation  preference  divided  by the  current
market price of our common stock.

     In addition,  pursuant to the rules of the American Stock Exchange,  we are
not permitted to issue common stock or securities  convertible into common stock
in one transaction or a series of related transactions which would result in the
issuance of more than 19.9% of our issued and  outstanding  common  stock unless
our  stockholders  approve such issuance.  As a result,  the preferred stock and
preferred OP Units received by the parties in the Reckson Transaction may not be
converted  into our common  stock to the extent that the common stock they would
receive upon the  conversion  combined with our common stock they receive in the
transaction,  exceeds  19.9% of the total  number of  shares of our  issued  and
outstanding  common  stock  unless  approved  by our  stockholders  prior to any
conversion.  We have  agreed  that if our  stockholders  fail  to  approve  such
issuance  within one year from the date the preferred stock was received and two
years from the date the  preferred  OP Units were  received,  each holder of the
preferred  stock or the preferred OP Units,  as the case may be, received by the
parties in the Reckson  Transaction  will be entitled to redeem for cash, at the
applicable  redemption  price, all preferred stock or units, as the case may be,
that may not be converted  into our common stock  without  violating  this rule.
Additionally,  we  agreed in the  Reckson  Transaction  to grant  the  parties a
similar  redemption  right  if we  fail  to  file a  proxy  statement  with  the
Securities and Exchange Commission within six months of the first closing of the
Reckson  Transaction and hold a meeting of our  stockholders  within one year of
the first closing of the Reckson Transaction.

     CONVERSION.  Subject to obtaining  stockholder approval as described above,
each holder of Series C Convertible Preferred Units has the right, at his or her
option,  at any time and from time to time,  to convert  such units into (a) the
amount of cash obtained by multiplying the current market price per share of our
common stock by a fraction, the numerator of which is the liquidation preference
(which is $25.00 per unit) and the denominator of which is the conversion  price
(which is $15.75 per unit),  or, if the operating  partnership does not elect to
give this cash  payment,  (b) at the  election of the holder,  (1) the number of
shares of our common stock  obtained by dividing the  liquidation  preference by
the conversion price or (2) the number of Series B Preferred Shares identical to
the  number  of  Series C  Convertible  Preferred  Units  being  converted.  The
conversion  price  is  subject  to  adjustment  upon  certain  events  such as a
combination  or  subdivision  of our

                                      S-10
<PAGE>

common stock or any action affecting our common stock that in  our opinion would
materially  adversely affect  the conversion  rights of  the holders of Series C
Convertible Preferred Units.

     FAVORED  STATUS.   Pursuant  to  the  contribution  agreement  executed  in
connection with the Reckson Transaction,  we and the operating  partnership have
agreed that the Reckson and Morris  entities  receiving our  preferred  stock or
preferred OP Units will be entitled the benefit of any change or  supplement  to
the terms of our Series C Preferred  Shares  which was  previously  disclosed to
Reckson and Morris if the change or supplement  is beneficial to the  purchasers
of the Series C Preferred Shares.

     SERIES D CONVERTIBLE PREFERRED UNITS

     The  operating  partnership  currently  has  450,700  Series D  Convertible
Preferred Units issued and outstanding. The Series D Convertible Preferred Units
have the following terms:

     VOTING RIGHTS.  Except in certain limited  circumstances and as required by
applicable law, holders of Series D Convertible Preferred Units are not entitled
to vote. The  affirmative  vote of at least  two-thirds of the votes cast by the
holders of  outstanding  Series D  Convertible  Preferred  Units is  required to
authorize or increase the number of units of another class ranking senior to the
Series  D  Convertible  Preferred  Units or to  authorize  an  amendment  to the
operating   partnership's   partnership  agreement  that  would  materially  and
adversely  affect any power,  preference  or special right of the holders of the
Series D Convertible Preferred Unit.

     DISTRIBUTIONS. Holders of Series D Convertible Preferred Units are entitled
to cumulative cash  distributions,  payable  quarterly and in preference to cash
distributions on the operating partnership's common OP Units and any other units
ranking  junior to the Series D  Convertible  Preferred  Units,  when, as and if
declared by us, in our capacity as general partner of the operating partnership,
out of funds legally  available for that purpose,  at the rate of the greater of
(a)  $2.25 per unit per year or (b) an amount  per unit  equal to the  aggregate
annual amount of cash  dividends  paid or payable,  if any, with respect to that
number of shares of our  common  stock  into  which  each  Series D  Convertible
Preferred  Unit  is  then  convertible.  However,  on and  after  the  ten  year
anniversary of the date of issuance of the Series D Convertible Preferred Units,
the  holders of the Series D  Convertible  Preferred  Units shall be entitled to
receive a cash  distribution  in an amount equal to the greater of (x) $4.50 per
unit per year or (y) an amount per unit equal to the aggregate  annual amount of
cash dividends paid or payable, if any, with respect to that number of shares of
our common  stock into which each Series D  Convertible  Preferred  Unit is then
convertible.  Such  cash  distributions  shall  be  cumulative  from the date of
issuance of the Series D Convertible Preferred Units and compound quarterly at a
rate per annum equal to (1) on or prior to the tenth  anniversary of the date of
issuance of the Series D Convertible  Preferred Units, 9% or (2) after the tenth
anniversary  of date of issuance of the Series D  Convertible  Preferred  Units,
18%.

     LIQUIDATION.  In the  event of any (a)  dissolution  or  winding  up of the
operating  partnership or us or (b) sale or transfer of all or substantially all
of the  operating  partnership's  or our assets  other than to an  affiliate  of
either the operating  partnership or us or (c) a consolidation  or merger of the
operating  partnership  or us with and into one or more  entities  which are not
affiliates of the operating  partnership or us which could result in a change in
control,  the  holders  of the  Series D  Convertible  Preferred  Units  will be
entitled to receive out of capital,  surplus or earnings,  before  distributions
are made to the holders of any of the operating partnership's common OP Units or
any other units ranking junior to the Series D Convertible Preferred Units as to
liquidation distributions an amount equal to the greater of (i)(a) a liquidation
preference  in an amount  equal to the sum of $25.00  per unit and  accrued  and
unpaid cash distributions plus (b) the applicable  liquidation premium set forth
below,  or (ii) an amount  per unit equal to the  amount  which  would have been
payable had each Series D Convertible  Preferred Unit been converted into shares
of common  stock  immediately  prior to such  liquidation,  sale or merger.  The
liquidation  premium  referenced  above  shall mean (x) on or prior to the fifth
anniversary  of the date of the issuance of the Series D  Convertible  Preferred
Units,  an amount equal to 10% of the liquidation  preference,  or (y) after the
fifth  anniversary  of the date of the  issuance  of the  Series  D  Convertible
Preferred Units, an amount equal to the redemption premium which will be payable
on the  Series

                                      S-11

<PAGE>

D Convertible  Preferred  Units if such units were called for  redemption by us,
as general partner of the Operating partnership.

     REDEMPTION.  At any time  following  the fifth  anniversary  of the date of
issuance of the Series D Convertible  Preferred Units, the operating partnership
may  redeem for cash all,  but not less than all,  of the  outstanding  Series D
Convertible  Preferred  Units  at a price  per  unit  equal  to the  liquidation
preference (which is $25.00 per unit) plus a redemption  premium as set forth in
the following table:

<TABLE>
<CAPTION>
                                                                                   Redemption Premium as
                                                                                      a Percentage of
         Redemption Date                                                           Liquidation Preference
         --------------------------------------------------------------------      ----------------------
         <S>                                                                       <C>

         From the fifth anniversary of the date of issuance
         to and including the sixth anniversary of the date of issuance......              4.5%

         From the sixth anniversary of the date of issuance
         to and including the seventh anniversary of the date of issuance....              3.375%

         From the seventh anniversary of the date of issuance
         to and including the eighth anniversary of the date of issuance.....              2.25%

         Thereafter..........................................................              0%

</TABLE>

     CONVERSION.  Each Series D Convertible Preferred Unit is convertible at any
time  at  the  election  of the  holder  into  (i)  cash,  or if  the  operating
partnership does not elect to give cash, (ii) the number of shares of our common
stock or the operating partnership's common OP Units (at such holder's election)
obtained by  multiplying  the current market price per share of our common stock
by a fraction,  the numerator of which is the aggregate  liquidation  preference
(which is $25.00 per unit) and the denominator of which is the conversion  price
(which is $16.50 per unit).  The conversion  price is subject to adjustment upon
certain events such as the combination or subdivision of our Common stock or the
issuance  by us of certain  rights,  options or  warrants  to all holders of our
common stock under certain circumstances.

     SERIES E CONVERTIBLE PREFERRED UNITS

     Upon  completion of the first closing of the Reckson  Transaction,  we will
hold all of the outstanding Series E Convertible  Preferred Units. Each of these
OP Units  will have a  liquidation  and  dividend  preference  identical  to the
preference  of one  share of  Series C  Convertible  Preferred  Stock.  Upon the
conversion or redemption of shares of Series C Convertible  Preferred  Stock for
shares of our common  stock,  we will be required to convert an equal  number of
Series E Convertible Preferred Units for common OP Units.

     SERIES F CONVERTIBLE PREFERRED UNITS

     Upon  completion  of  the  Private  Placement,  we  will  hold  all  of the
outstanding  Series F Convertible  Preferred Units.  Each of these OP Units will
have a liquidation  and dividend  preference  identical to the preference of one
share of Series C Convertible Preferred Stock. Upon the conversion or redemption
of shares of  Series C  Convertible  Preferred  Stock for  shares of our  common
stock,  we will be required to convert and equal number of Series F  Convertible
Preferred Units for common OP Units.

                                      S-12

<PAGE>

                    CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

     The following  discussion of certain federal income tax considerations that
may be relevant to a U.S.  person who holds  common  stock,  is based on current
law,  and is not  intended  and  should  not be  construed  as tax  advice.  The
following   discussion,   which  is  not   exhaustive   of  all   possible   tax
considerations,  does not include a detailed  discussion of any state,  local or
foreign tax considerations.  In addition, this discussion is intended to address
only those federal income tax  considerations  that are generally  applicable to
all  prospective  U.S.  stockholders  and does not discuss all of the aspects of
federal income taxation that may be relevant to a prospective  U.S.  stockholder
in  light  of  his  or her  particular  circumstances  or to  certain  types  of
stockholders  (including  insurance companies,  tax-exempt  entities,  financial
institutions or  broker-dealers,  foreign  corporations  and persons who are not
citizens or residents of the United States) who are subject to special treatment
under the federal income tax laws.  This  discussion  supplements and supersedes
(to  the  extent  inconsistent  therewith)  the  discussion  set  forth  in  the
accompanying prospectus under the heading "Federal Income Tax Considerations."

     EACH  PROSPECTIVE  PURCHASER OF COMMON STOCK IS ADVISED TO CONSULT WITH HIS
OR HER OWN TAX ADVISOR  REGARDING THE SPECIFIC TAX CONSEQUENCES TO HIM OR HER OF
THE  PURCHASE,  OWNERSHIP  AND SALE OF COMMON STOCK IN AN ENTITY  ELECTING TO BE
TAXED AS A REIT,  INCLUDING  THE FEDERAL,  STATE,  LOCAL,  FOREIGN AND OTHER TAX
CONSEQUENCES OF SUCH PURCHASE,  OWNERSHIP,  SALE AND ELECTION,  AND OF POTENTIAL
CHANGES IN APPLICABLE TAX LAWS.

TAXATION OF SHAREHOLDERS; CAPITAL GAINS AND LOSSES.

     The maximum marginal individual federal income tax rate is currently 39.6%.
The maximum tax rate on net capital gains applicable to individuals,  trusts and
estates from the sale or exchange of capital  assets held for more than one year
is 20%,  and the  maximum  rate is  reduced  to 18% for  assets  acquired  after
December 31, 2000 and held for more than five years. For individuals, trusts and
estates  who  would be  subject  to a maximum  tax rate of 15%,  the rate on net
capital  gains is reduced to 10%, and,  effective  for taxable years  commencing
after December 31, 2000, the rate is reduced to 8% for assets held for more than
five years.  The maximum rate for net capital gains  attributable to the sale of
depreciable  real  property  held for more than one year is 25% to the extent of
prior deductions for  depreciation  (other than certain  depreciation  recapture
taxable as ordinary income) with respect to such property.  Accordingly, the tax
rate  differential  between  capital gain and ordinary  income for  noncorporate
taxpayers may be significant.  In addition,  the  characterization  of income as
capital or ordinary may affect the deductibility of capital losses.

POTENTIAL LEGISLATIVE ACTION REGARDING REITS.

     On February 2, 1999, the Clinton  Administration  released a summary of its
proposed budget plan and on August 5, 1999 the Taxpayer Refund and Relief Act of
1999 was  approved  by  Congress,  both of which  contained  several  provisions
affecting  REITs.  One such  provision of the Taxpayer  Refund and Relief Act of
1999,  if enacted in its present  form,  would  (subject to certain  grandfather
rules) prohibit a REIT from holding securities representing more than 10% of the
value of all  classes of stock of a  corporation,  other than a  qualified  REIT
subsidiary  or  another  REIT.   However,   REITs  would,   subject  to  certain
limitations,  be allowed to hold  "taxable  REIT  subsidiaries"  which  would be
subject to full corporate  level  taxation.  Under such  provision,  we would be
allowed to combine or convert our  existing  stock  interest  in the  Management
Company  into a "taxable  REIT  subsidiary"  or continue  to hold such  interest
subject  to  certain  transition  rules.  If we did not  elect  to  convert  the
Management Company to a taxable REIT subsidiary,  such provision,  if enacted in
its present form,  may limit the future  activities and growth of the Management
Company.  No prediction can be made as to whether such  legislation or any other
legislation  affecting  REITs  will  be  enacted  and  the  impact  of any  such
legislation on our operations.

                                      S-13

<PAGE>

================================================================================

                                1,379,310 SHARES

                   AMERICAN REAL ESTATE INVESTMENT CORPORATION

                                  COMMON STOCK

                               -------------------

                              PROSPECTUS SUPPLEMENT

                               -------------------

                               SEPTEMBER 23, 1999

================================================================================



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