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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
APPLICATION FOR
WITHDRAWAL OF REGISTRATION STATEMENT
UNDER RULE 477
The undersigned Registrant applies, pursuant to Rule 477 under the
Securities Act of 1933, for withdrawal of the Registration Statement on Form S-3
(File No. 333-25327) of American Real Estate Investment Corporation, the
predecessor of the Registrant.
American Real Estate Investment Trust Corporation, a Maryland
corporation, merged with and into the Registrant in October 1999 in order to
convert its corporate form from a Maryland corporation to a Maryland statutory
real estate investment trust. The Registrant was the surviving entity of the
merger. The Registrant does not adopt the above-referenced Registration
Statement as successor issuer under Rule 414 under the Securities Act of 1933
and desires to withdraw the above-referenced Registration Statement pursuant to
Rule 477 under the Securities Act of 1933. The Registrant has filed a new
Registration Statement on Form S-3 relating to the offer and sale from time to
time of the Registrant's common stock by the stockholders named in the
above-referenced Registration Statement. Failure to withdraw the Registration
Statement of the Registrant's predecessor will result in duplication and
substantial confusion, and would be inconsistent with the public interest and
the protection of investors.
Respectfully submitted this 17th day of February, 2000.
KEYSTONE PROPERTY TRUST
By /s/ Timothy E. McKenna
--------------------------------
Name: Timothy E. McKenna
Title:Treasurer, Senior Vice
President Finance and
Corporate Controller
(Principal Accounting
Officer)
Copy to:
Bonnie A. Barsamian, Esq.
Clifford Chance Rogers & Wells LLP
200 Park Avenue
New York, NY 10166
