-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, aBfSLjewBBwulEWnECBJkk0bgFudM6RsWsuknIomePwd1ytCFcXBp8u2GG92PQ/I KIjs86991YQRbPUkqQKxkg== 0000356446-95-000011.txt : 19950616 0000356446-95-000011.hdr.sgml : 19950616 ACCESSION NUMBER: 0000356446-95-000011 CONFORMED SUBMISSION TYPE: SC 13D/A CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950322 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ANGELES PARTICIPATING MORTGAGE TRUST CENTRAL INDEX KEY: 0000831972 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 956881527 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43859 FILM NUMBER: 00000000 BUSINESS ADDRESS: STREET 1: 2049 CENTURY PARK E STE 4080 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 3107720145 MAIL ADDRESS: STREET 1: 2049 CENTURY PARK EAST SUITE 4080 STREET 2: 2049 CENTURY PARK EAST SUITE 4080 CITY: LOS ANGELES STATE: CA ZIP: 90067 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN HOLDINGS INC /DE/ CENTRAL INDEX KEY: 0000356446 STANDARD INDUSTRIAL CLASSIFICATION: [9995] IRS NUMBER: 953419191 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: P O BOX 74 STREET 2: 376 MAIN STREET CITY: BEDMINSTER STATE: NJ ZIP: 07921 BUSINESS PHONE: 9082349220 MAIL ADDRESS: STREET 1: P O BOX 74 STREET 2: 376 MAIN STREET CITY: BEDMINSTER STATE: NJ ZIP: 07921 FORMER COMPANY: FORMER CONFORMED NAME: COMPUTER MEMORIES INC /DE/ DATE OF NAME CHANGE: 19940411 SC 13D/A 1 AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* NAME OF ISSUER: Angeles Participating Mortgage Trust TITLE OF CLASS OF SECURITIES: Class A Shares CUSIP NUMBER: 034642108000 NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS: Natalie I. Koether, Esq., Rosenman & Colin P. O. Box 97, Far Hills, New Jersey 07931 (908) 766-4101 DATE OF EVENT WHICH REQUIRES FILING: March 14, 1995 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: ________ Check the following if a fee is being paid with the statement:_________. (A fee is not required only if the reporting 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.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 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). (Continued on following pages) CUSIP NO.: 034642108000 1. NAME OF REPORTING PERSON: American Holdings, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (b) X 3. [SEC USE ONLY] 4. SOURCE OF FUNDS: WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): YES NO 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware 7. SOLE VOTING POWER: 165,900 8. SHARED VOTING POWER: 9. SOLE DISPOSITIVE POWER: 165,900 10. SHARED DISPOSITIVE POWER: 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 165,900 12. CHECK BOX IS THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: YES NO X 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.51% 14. TYPE OF REPORTING PERSON: CO This Amendment No. 1 to the Schedule 13D (the "Amendment") filed on December 13, 1994 by American Holdings, Inc. ("AmHold") with respect to the beneficial ownership of Class A Shares, par value $1.00 per share, of Angeles Participating Mortgage Trust ("Shares"), a California business trust which qualifies as a real estate investment trust (the "Trust"). The capitalized terms used herein, which are not otherwise defined herein, shall have the same meaning as in the original Schedule 13D. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Since the previous filing, AmHold has acquired 25,500 additional Shares at an aggregate purchase price of $14,663.75, including any brokerage commissions. The additional Shares were purchased with AmHold's working capital. Item 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of the close of business on March 14, 1995, AmHold beneficially owned 165,900 Shares, representing 6.51% of the Shares reported as outstanding for the quarter ended September 30, 1994. (b) The information presented in Items 7 through 10 of the cover sheet to this Amendment is incorporated herein by reference. (c) Exhibit C hereto sets forth all transactions in Shares effected by AmHold in the sixty days preceding the date of this Statement and not previously reported, the dates of such transactions, and the per share purchase price. The transactions reported herein, unless otherwise indicated, were open market transactions effected on the American Stock Exchange. Item 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit C - Transactions in Shares effected in the past 60 days and not previously reported. 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. Dated: March 15, 1995 AMERICAN HOLDINGS, INC. By: /S/ JOHN W. GALUCHIE, JR. ----------------------------- John W. Galuchie, Jr. Executive Vice President EXHIBIT C
NUMBER OF PRICE DATE SHARES PURCHASED PER SHARE* - -------- ---------------- ---------- 01/17/95 ............................... 900 .5625 01/18/95 ............................... 200 .5625 01/25/95 ............................... 1,000 .5625 01/27/95 ............................... 1,200 .5625 01/30/95 ............................... 2,000 .5625 01/31/95 ............................... 600 .5625 02/07/95 ............................... 300 .5625 02/24/95 ............................... 700 .50 02/27/95 ............................... 300 .50 03/01/95 ............................... 1,000 .50 03/07/95 ............................... 1,100 .50 03/13/95 ............................... 200 .50 03/14/95 ............................... 700 .50 *Exclusive of brokerage commissions, if any.
EX-99 2 COPY OF ORIGINAL 13D FILED 12/22/94 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Act of 1934 NAME OF ISSUER: Angeles Participating Mortgage Trust TITLE OF CLASS OF SECURITIES: Class A Shares CUSIP NUMBER: 034642108000 NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS: Natalie I. Koether, Esq., Rosenman & Colin P. O. Box 97, Far Hills, New Jersey 07931 (908) 234-4101 DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT: December 14, 1994 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: ___________. Check the following if a fee is being paid with the statement: __________. (A fee is not required only if the reporting 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.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 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). (Continued on following pages) CUSIP NO.: 034642108000 1. NAME OF REPORTING PERSON: American Holdings, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (b) X 3. [SEC USE ONLY] 4. SOURCE OF FUNDS: WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): YES NO X 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware 7. SOLE VOTING POWER: 140,400 8. SHARED VOTING POWER: 9. SOLE DISPOSITIVE POWER: 140,400 10. SHARED DISPOSITIVE POWER: 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 140,400 12. CHECK BOX IS THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: YES NO X 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.51% 14. TYPE OF REPORTING PERSON: CO Item 1. SECURITY AND ISSUER This Schedule 13D (this "Schedule") relates to the Class A Shares, par value $1.00 per share, of Angeles Participating Mortgage Trust ("Shares"), a California business trust which qualifies as a real estate investment trust (the "Trust"). The principal executive offices of the Trust are located at 2049 Century Park East, Suite 4080, Los Angeles, California 90067. Item 2. IDENTITY AND BACKGROUND (a), (b) and (c) This Schedule is being filed by American Holdings, Inc. ("AmHold"), a public company trading on NASDAQ. After January 3, 1995, AmHold will be engaged through an 80% owned subsidiary, in the production and sale of botanical flavors and medicinal extracts. AmHold's principal executive office is located at 376 Main Street, Bedminster, New Jersey 07921. Sun Equities Corporation ("Sun"), and parties affiliated with Sun, own approximately 39% of AmHold's outstanding Common Stock. Sun and its affiliates may be deemed in control of AmHold, as such term is defined in the regulations promulgated under the Securities Exchange Act of 1934. (See Exhibits A and B for information, including addresses and principal businesses or occupations, about the executive officers and directors of AmHold and Sun, respectively.) (d) During the past five years, neither AmHold, Sun, nor any of the persons listed on Exhibits A and B has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, neither AmHold, Sun, nor any of the persons listed on Exhibits A and B has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which was 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) AmHold and Sun are Delaware corporations. All individuals listed on Exhibits A and B are citizens of the United States except Alfredo Mena, who is a citizen of El Salvador. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. As of December 21, 1994, AmHold has acquired 140,400 Shares at an aggregate purchase price of $111,172 including brokerage commissions. AmHold utilized working capital for the purchase of the Shares. Item 4. PURPOSE OF TRANSACTION. AmHold has acquired the Shares for investment. Depending upon market conditions, AmHold may purchase additional Shares in the open market or privately negotiated transactions or it may sell Shares. AmHold has no plans which would result in any action reportable under Item 4 of Schedule 13D. Item 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of the close of business on December 21, 1994, AmHold beneficially owned 140,400 Shares representing 5.51% of Shares reported as outstanding for the quarter ended September 30, 1994. (b) The information presented in Items 7 through 10 of the cover sheet to this Schedule 13D is incorporated herein by reference. (c) Exhibit C annexed hereto sets forth all transactions in Shares effected by AmHold in the sixty days preceding the date of this Statement, the dates of such transactions, and the per Share purchase or sale price. The transactions reported herein, unless otherwise indicated, were open market transactions effected on the American Stock Exchange. Item 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit A - Executive Officers and Directors of AmHold Exhibit B - Executive Officers and Directors of Sun Exhibit C - Transactions in Shares for the past 60 days 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. Dated: December 22, 1994 AMERICAN HOLDINGS, INC. By: /S/ JOHN W. GALUCHIE, JR. ----------------------------- John W. Galuchie, Jr. Executive Vice President EXHIBIT A AMHOLD (See Item 2 of this Schedule) Executive Officers and Directors
NAME AND BUSINESS ADDRESS PRESENT POSITION(S) WITH ADDRESS* - ------------------------- --------------------------------- Paul O. Koether Chairman, President and Director of AmHold Chairman, President and Director of Kent Financial Services, Inc. ("Kent") (owner of all the outstanding common stock of T. R. Winston & Company, Inc., ("TRW") a securities broker- dealer, and Asset Value Management, Inc., the general partner of Asset Value Fund Limited Partnership, an investment partnership) Mr. Koether serves in various executive capacities with Kent's affiliated companies. He also is a registered representative with TRW. Chairman and Director of Sun. General Partner Shamrock Associates (investment limited partnership; owner of approximately 38 percent of Kent's outstanding common stock) Chairman and Director American Metals Service, Inc. ("AMTS") (a non-operating company seeking to redeploy its assets) *Unless otherwise designated, the address of the executive officers, directors, and companies referred to herein, is 376 Main Street, Bedminster, New Jersey 07921. Mark W. Jaindl Senior Vice President and Director AmHold Vice President, Secretary and Director AMTS Director Edudata Corporation (Majority owned subsidiary of Sun, engaged in redeploying its assets) John W. Galuchie, Jr. Executive Vice President and Secretary of AmHold Director NorthCorp Realty Advisors, Inc. ("NorthCorp") (Engaged in the management and disposition of assets, including performing and non-performing loans, commercial, consumer, and single-family residential properties; former subsidiary of AmHold.) Vice President, and Treasurer of Kent Mr. Galuchie also serves in other executive positions with Kent's affiliated companies. He is a registered representative and President of TRW. Vice President and Director of Sun Treasurer, Principal Executive Officer and Director of Edudata Vice President, Treasurer and Director AMTS Richard M. Bossert Director (See business address) AmHold President and Chief Operating Officer Sawyert Corporation P.O. Box 209 Bedminster, NJ 07921 (industrial and commercial site construction and development) Alfredo Mena Director (See business address) AmHold President CIA. Salvadorena de Inversiones, S.A. de C.V. El Salvador (coffee growing, processing and exporting) William Mahomes, Jr. Director (See business address) AmHold Partner Locke Purnell Rain Harrell 2200 Ross Avenue Suite 2200 Dallas, TX 75201 (Law Firm)
EXHIBIT B SUN Executive Officers and Directors
NAME AND BUSINESS ADDRESS PRESENT POSITION(S) WITH ADDRESS - ------------------------- -------------------------------- Paul O. Koether* See Exhibit A for information about Mr. Koether John W. Galuchie, Jr. See Exhibit A for information about Mr. Galuchie Lloyd H. Klatzkin Vice President and Director 1790 Yardley Langhorne Road of Sun Yardley, PA 19067 Lloyd H. Klatzkin, CPA, P.C. 1790 Yardley Langhorne Road Yardley, PA 19067 (Certified Public Accountant) *Mr. Koether and members of his family own 95% of Sun.
EXHIBIT C Transactions in Shares for the Past 60 Days
NUMBER OF PRICE DATE SHARES PURCHASED PER SHARE* - -------- ---------------- ---------- 10/20/94 ............................. 19,000 .75 10/27/94 ............................. 1,200 .5625 10/31/94 ............................. 200 .5625 11/09/94 ............................. 2,500 .5625 11/16/94 ............................. 400 .5625 11/17/94 ............................. 600 .5625 11/18/94 ............................. 900 .5625 12/12/94 ............................. 300 .5625 12/13/94 ............................. 1,600 .5625 12/15/94 ............................. 700 .5625 12/19/94 ............................. 5,200 .5625 12/20/94 ............................. 6,000 .5625 12/21/94 ............................. 800 .5625 + * Exclusive of brokerage commissions.
-----END PRIVACY-ENHANCED MESSAGE-----