<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Ambassador Apartments, Inc.
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(Name of Issuer)
common stock
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(Title of Class of Securities)
02316A102
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(CUSIP Number)
Check the following box if a fee is being paid with this statement / /. (A fee
is not required only if the filing 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).
*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 13 pages
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CUSIP No. 02316A102 SCHEDULE 13G Page 2 of 13 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Iridian Asset Management LLC
06-1439577
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
553,800
NUMBER OF SHARES
6 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH
7 SOLE DISPOSITIVE POWER
REPORTING PERSON
553,800
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
553,800
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.18%
12 TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 13 pages
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CUSIP No. 02316A102 SCHEDULE 13G Page 3 of 13 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LC Capital Management, LLC
06-1439578
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
553,800
NUMBER OF SHARES
6 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH
7 SOLE DISPOSITIVE POWER
REPORTING PERSON
553,800
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
553,800
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.18%
12 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 3 of 13 pages
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CUSIP No. 02316A102 SCHEDULE 13G Page 4 of 13 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CL Investors, Inc.
65-0722216
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
5 SOLE VOTING POWER
553,800
NUMBER OF SHARES
6 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH
7 SOLE DISPOSITIVE POWER
REPORTING PERSON
553,800
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
553,800
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.18%
12 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 4 of 13 pages
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CUSIP No. 02316A102 SCHEDULE 13G Page 5 of 13 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David L. Cohen
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5 SOLE VOTING POWER
0
NUMBER OF SHARES
6 SHARED VOTING POWER
BENEFICIALLY
553,800
OWNED BY EACH
7 SOLE DISPOSITIVE POWER
REPORTING PERSON
0
WITH
8 SHARED DISPOSITIVE POWER
553,800
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
553,800
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.18%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 5 of 13 pages
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CUSIP No. 02316A102 SCHEDULE 13G Page 6 of 13 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harold J. Levy
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5 SOLE VOTING POWER
0
NUMBER OF SHARES
6 SHARED VOTING POWER
BENEFICIALLY
553,800
OWNED BY EACH
7 SOLE DISPOSITIVE POWER
REPORTING PERSON
0
WITH
8 SHARED DISPOSITIVE POWER
553,800
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
553,800
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.18%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 6 of 13 pages
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Item 1.
<TABLE>
<S> <C>
(a) Name of Issuer: Ambassador Apartments, Inc.
(b) Address of Issuer's Principal Executive Offices: 77 W. Wacker Drive, Suite 4040
Chicago, IL 60601
</TABLE>
Item 2.
This statement is being filed on behalf of Iridian Asset Management LLC, LC
Capital Management, LLC, CL Investors, Inc., David L. Cohen and Harold J. Levy.
<TABLE>
<S> <C>
(a) Name of Person Filing: Iridian Asset Management LLC
(b) Address of Principal Business Office: 276 Post Road West
Westport, CT 06880-4704
(c) Citizenship: Delaware
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 02316A102
(a) Name of Person Filing: LC Capital Management, LLC
(b) Address of Principal Business Office: c/o Iridian Asset Management LLC
276 Post Road West
Westport, CT 06880-4704
(c) Citizenship: Delaware
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 02316A102
(a) Name of Person Filing: CL Investors, Inc.
(b) Address of Principal Business Office: c/o FMC Group Incorporated
2255 Glades Road, Suite 124A
Boca Raton, FL 33431
(c) Citizenship: Florida
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 02316A102
(a) Name of Person Filing: David L. Cohen
(b) Address of Principal Business Office: c/o Iridian Asset Management LLC
276 Post Road West
Westport, CT 06880-4704
(c) Citizenship: USA
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 02316A102
</TABLE>
Page 7 of 13
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<TABLE>
<S> <C>
(a) Name of Person Filing: Harold J. Levy
(b) Address of Principal Business Office: c/o Iridian Asset Management LLC
276 Post Road West
Westport, CT 06880-4704
(c) Citizenship: USA
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 02316A102
</TABLE>
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check
whether the person filing is a:
(a) ___ Broker or Dealer registered under Section 15 of the Act
(b) ___ Bank as defined in Section 3(a)(6) of the Act
(c) ___ Insurance Company as defined in section 3(a)(19) of the Act
(d) ___ Insurance Company registered under section 8 of the Investment Company
Act
(e) X* Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940
(f) ___ Employee Benefit Plan, Pension Fund which is subject to the provisions
of the Employee Retirement Income Security Act of 1974 or Endowment Fund;
see (section)240.13d-1(b)(ii)(G)
(g) ___ Parent Holding Company, in accordance with (section)240.13d-1(b)(ii)(G)
(h) ___ Group, in accordance with (section)240.13d-1(b)(ii)(H)
* Includes owners of the Investment Adviser.
Item 4. Ownership.
The following information is provided as of December 31, 1996. The percent of
class is based upon 8,958,525 shares of common stock issued and outstanding of
the issuer, as reported on its Form 10-Q for the quarter ended September 30,
1996.
For Iridian Asset Management LLC:
<TABLE>
<S> <C>
(a) Amount Beneficially Owned: 553,800
(b) Percent of Class 6.18%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 553,800
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of: 553,800
(iv) shared power to dispose or to direct the disposition of: 0
</TABLE>
Page 8 of 13
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For LC Capital Management, LLC: The Amount Beneficially Owned being reported by
LC Capital Management, LLC includes all 553,800 shares owned by Iridian Asset
Management LLC which LC Capital Management, LLC, as a member owning 98% of the
limited liability company interest of Iridian Asset Management LLC, may be
deemed, indirectly, to have ownership, and the power to vote and to dispose of
such shares. See Item 8.
<TABLE>
<S> <C>
(a) Amount Beneficially Owned: 553,800
(b) Percent of Class 6.18%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 553,800
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of: 553,800
(iv) shared power to dispose or to direct the disposition of: 0
</TABLE>
For CL Investors, Inc.: The Amount Beneficially Owned being reported by CL
Investors, Inc. includes all 553,800 shares owned by Iridian Asset Management
LLC which CL Investors, Inc., as a member owning 96% of the limited liability
company interest of LC Capital Management, LLC, may be deemed, indirectly, to
have ownership, and the power to vote and to dispose of such shares. See Item 8.
<TABLE>
<S> <C>
(a) Amount Beneficially Owned: 553,800
(b) Percent of Class 6.18%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 553,800
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of: 553,800
(iv) shared power to dispose or to direct the disposition of: 0
</TABLE>
For David L. Cohen:
<TABLE>
<S> <C>
(a) Amount Beneficially Owned: 553,800
(b) Percent of Class 6.18%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: 553,800
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of: 553,800
</TABLE>
Page 9 of 13
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For Harold J. Levy:
<TABLE>
<S> <C>
(a) Amount Beneficially Owned: 553,800
(b) Percent of Class 6.18%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: 553,800
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of: 553,800
</TABLE>
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following: ________
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security being Reported By the Parent Holding Company.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
This filing is being made jointly by Iridian Asset Management LLC, LC Capital
Management, LLC, CL Investors, Inc., David L. Cohen and Harold J. Levy.
Iridian Asset Management LLC is an investment adviser registered under section
203 of the Investment Advisers Act of 1940.
LC Capital Management, LLC owns 98% of the outstanding limited liability company
interest of Iridian Asset Management LLC, and may be deemed to have the power to
vote and to dispose of the shares owned by Iridian Asset Management LLC.
CL Investors, Inc. owns 96% of the outstanding limited liability company
interest of LC Capital Management, LLC, and may be deemed to have the power to
vote and to dispose of the shares owned by Iridian Asset Management LLC.
David L. Cohen owns 50% of the outstanding common shares of CL Investors, Inc.
and 1% of the outstanding limited liability company interest of Iridian Asset
Management LLC.
Page 10 of 13
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Harold J. Levy owns 50% of the outstanding limited liability company interest of
LC Capital Management, LLC and 1% of the outstanding limited liability company
interest of Iridian Asset Management LLC.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
By signing below the undersigned certifies that, to the best of its or his
knowledge and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in any
transaction having such purposes or effect.
Page 11 of 13
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 3, 1997
IRIDIAN ASSET MANAGEMENT LLC
By: /s/ David L. Cohen
--------------------------------
David L. Cohen, Principal
LC CAPITAL MANAGEMENT, LLC
By: /s/ David L. Cohen
--------------------------------
David L. Cohen, Manager
CL INVESTORS, INC.
By: /s/ Jeffrey M. Elliott
--------------------------------
Jeffrey M. Elliott, President
/s/ David L. Cohen
--------------------------------
David L. Cohen, individually
/s/ Harold J. Levy
--------------------------------
Harold J. Levy, individually
Page 12 of 13
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EXHIBIT A
JOINT FILING AGREEMENT AMONG
IRIDIAN ASSET MANAGEMENT LLC, LC CAPITAL MANAGEMENT, LLC,
CL INVESTORS, INC., DAVID L. COHEN AND HAROLD J. LEVY
AGREEMENT, dated as of February 3, 1997, between Iridian Asset
Management LLC ("Iridian"), LC Capital Management, LLC ("LC"), CL Investors,
Inc. ("CLI"), David L. Cohen ("Cohen") and Harold J. Levy ("Levy").
WHEREAS, in accordance with Rule 13d-1(f) under the Securities Exchange
Act of 1934 (the "Act"), only one statement containing the information required
by Schedule 13G and any amendments thereto need be filed whenever two or more
persons are required to file such a statement or any amendments thereto with
respect to the same securities, provided that said persons agree in writing that
such statement or any amendment thereto is filed on behalf of them.
NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, the parties hereto agree as follows:
Iridian, LC, CLI, Cohen and Levy, do hereby agree, in accordance with
Rule 13d-1(f) under the Act, to file a Schedule 13G relating to their ownership
of the common stock of Ambassador Apartments, Inc., and do hereby further agree
that said Schedule 13G shall be filed on behalf of each of them.
IRIDIAN ASSET MANAGEMENT LLC
By: /s/ David L. Cohen
--------------------------------
David L. Cohen, Principal
LC CAPITAL MANAGEMENT, LLC
By: /s/ David L. Cohen
--------------------------------
David L. Cohen, Manager
CL INVESTORS, INC.
By: /s/ Jeffrey M. Elliott
--------------------------------
Jeffrey M. Elliott, President
/s/ David L. Cohen
--------------------------------
David L. Cohen, individually
/s/ Harold J. Levy
--------------------------------
Harold J. Levy, individually
Page 13 of 13
