-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HU8dmGYQe2AzK2e9T4RblIwiSxMozx7gLKGG5iG+6wo5aZyM+vJB8H7ZEKysAsGO VB+ZT5KQWdNCLGEcAOKkrw== 0000903112-99-000123.txt : 19990217 0000903112-99-000123.hdr.sgml : 19990217 ACCESSION NUMBER: 0000903112-99-000123 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990216 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMBASE CORP CENTRAL INDEX KEY: 0000020639 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 952962743 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-36772 FILM NUMBER: 99540301 BUSINESS ADDRESS: STREET 1: GREENWICH OFFICE PARK BLDG 2 STREET 2: 51 WEAVER STREET CITY: GREENWICH STATE: CT ZIP: 06831-5155 BUSINESS PHONE: 2035322000 MAIL ADDRESS: STREET 1: GREENWICH OFFICE PARK, BLDG 2 STREET 2: 51 WEAVER STREET CITY: GREENWICH STATE: CT ZIP: 06831-5155 FORMER COMPANY: FORMER CONFORMED NAME: HOME GROUP INC DATE OF NAME CHANGE: 19890608 FORMER COMPANY: FORMER CONFORMED NAME: CITYHOME CORP DATE OF NAME CHANGE: 19780917 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEWITTES MICHAEL L CENTRAL INDEX KEY: 0001060384 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 655 MADISON AVENUE 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2125932729 SC 13G/A 1 SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* AmBase Corporation (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 023164106 (CUSIP Number) February 12, 1999 (Date of Event Which Requires Filing of this Statement) Michael L. Lewittes -- (212) 593-2729 (Name and Tel. No. of person authorized by Reporting Persons to receive inquiries regarding this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *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 disclosures provided in a prior cover page. The information required on 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 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. 808166.1 Page 1 of 7 CUSIP No. 023164106 SCHEDULE 13G Page 2 of 7 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Michael L. Lewittes 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States 5 SOLE VOTING POWER 0 NUMBER OF 6 SHARED VOTING POWER SHARES 4,016,100 BENEFICIALLY 7 SOLE DISPOSITIVE POWER OWNED BY 0 EACH 8 SHARED DISPOSITIVE POWER REPORTING 4,016,100 PERSON WITH 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,016,100 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.0% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - --------- ------------- 808166.1 CUSIP No. 023164106 SCHEDULE 13G Page 3 of 7 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Robert S. Jaffe 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States 5 SOLE VOTING POWER 0 NUMBER OF 6 SHARED VOTING POWER SHARES 4,016,100 BENEFICIALLY 7 SOLE DISPOSITIVE POWER OWNED BY 0 EACH 8 SHARED DISPOSITIVE POWER REPORTING 4,016,100 PERSON WITH 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,016,100 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.0% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - --------- ------------- 808166.1 Item 1(a) Name of Issuer: AmBase Corporation, a Delaware corporation. ............................................................................. Item 1(b) Address of Issuer's Principal Executive Offices: 51 Weaver Street, Building 2, Greenwich, Connecticut 06831 ............................................................................. Item 2(a) Name of Person Filing: Mr. Michael L. Lewittes and Mr. Robert S. Jaffe. .............................................................................. Item 2(b) Address of Principal Business Office or, if none, Residence: 655 Madison Avenue -- 21st Floor New York, New York 10021 Tel. No. 212-593-2729 .............................................................................. Item 2(c) Citizenship: United States. .............................................................................. Item 2(d) Title of Class of Securities: Common stock, $0.01 par value (the "Common Stock"). .............................................................................. Item 2(e) CUSIP Number 023164106. .............................................................................. Item 3. If this statement is filed pursuant to sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is: (a) [ ] A broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [ ] A bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] An insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). 808166.1 Page 4 of 7 (d) [ ] An investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [ ] An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E). (f) [ ] An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F). (g) [ ] A parent holding company or control person in accordance with section 240.13d-1(b)(1)(ii)(G). (h) [ ] A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). (j) [ ] A group, in accordance with section 240.13d-1(b)(1)(ii)(J). If this statement is filed pursuant to section 240.13d-1(c), check this box [X]. Item 4. Ownership. Messrs. Jaffe and Lewittes, jointly: (a) Amount beneficially owned:.............................................................4,016,100 shares (b) Percent of class:.................................................................................9.0% (c) Number of shares as to which has: (i) Sole power to vote or to direct the vote........................................................0 (ii) Shared power to vote or to direct the vote..............................................4,016,100 (iii) Sole power to dispose or to direct the disposition of ..........................................0 (iv) Shared power to dispose or to direct the disposition of ................................4,016,100
Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Messrs. Lewittes and Jaffe beneficially own the Common Stock referred to in paragraph (I) of Item 4 above through a number of entities and managed accounts through which they share control over the voting and disposition of such Common Stock. Such entities and managed accounts have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such Common Stock. No such entity or managed account owns more than 5% of the outstanding Common Stock. 808166.1 Page 5 of 7 Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certifications. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 808166.1 Page 6 of 7 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, correct and complete. Each of the undersigned agrees, pursuant to Rule 13d-1(k), that the statement on Schedule 13G set forth above is made on behalf of each of them. /s/ Robert S. Jaffe /s/ Michael L. Lewittes Robert S. Jaffe Michael L. Lewittes Dated: February 12, 1999 Attention: Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). 808166.1 -----END PRIVACY-ENHANCED MESSAGE-----