-----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, S8U3gIZeF8zyQBqgwkfWAs09Z6wubB3SsYz58pJvv07clolhmmOn+17orp06PUnf COTR5XFo6YSHOXsTkmdb+g== 0000902664-97-000036.txt : 19970129 0000902664-97-000036.hdr.sgml : 19970129 ACCESSION NUMBER: 0000902664-97-000036 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970128 SROS: NONE GROUP MEMBERS: GOTHAM PARTNERS II, L.P. GROUP MEMBERS: GOTHAM PARTNERS LP /NY/ GROUP MEMBERS: GOTHAM PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ANGELES MORTGAGE INVESTMENT TRUST CENTRAL INDEX KEY: 0000840997 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 956890805 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42295 FILM NUMBER: 97512475 BUSINESS ADDRESS: STREET 1: 340 N WESTLAKE BLVE STREET 2: STE 230 CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91362-3761 BUSINESS PHONE: 3107720147 MAIL ADDRESS: STREET 1: 340 N WESTLAKE BLVD STREET 2: STE 230 CITY: WESTLAKE STATE: CA ZIP: 91362-3761 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOTHAM PARTNERS LP /NY/ CENTRAL INDEX KEY: 0000899983 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 237 PARK AVENUE 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.1) Angeles Mortgage Investment Trust (Name of Issuer) Class A shares, $1.00 par value (Title of class of securities) 034638 (CUSIP Number) Peter A. Nussbaum, Esq. Schulte Roth & Zabel LLP 900 Third Avenue New York, New York 10022 (212) 756-2000 (Name, address and telephone number of person authorized to receive notices and communications) January 27, 1997 (Date of event which requires filing of this statement) 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 box [ ]. Check the following box 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 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). SCHEDULE 13D CUSIP No. 034638 Page 2 of 6 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gotham Partners, L.P. 13-3700768 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x] GROUP* (b) [ ] 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) 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 7 SOLE VOTING POWER SHARES 193,673 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 9 SOLE DISPOSITIVE POWER REPORTING 193,673 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 193,673 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.4% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 034638 Page 3 of 6 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gotham Partners II, L.P. 13-3863925 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x] GROUP* (b) [ ] 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) 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 7 SOLE VOTING POWER SHARES 2,727 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 9 SOLE DISPOSITIVE POWER REPORTING 2,727 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,727 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .1% 14 TYPE OF REPORTING PERSON* PN Page 4 of 6 Pages This Amendment No. 1 amends and supplements the Statement on Schedule 13D (the "Statement") relating to the Class A Shares, $1.00 par value ("Class A Shares"), of Angeles Mortgage Investment Trust, a business trust organized under the laws of California (the "Company") previously filed by Gotham Partners, L.P., a New York limited partnership ("Gotham"), and Gotham Partners II, L.P., a New York limited partnership ("Gotham II"). Capitalized terms used and not defined in this Amendment have the meanings set forth in the Statement. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Statement. Item 3 is hereby amended to add the following information. Item 3. Source and Amount of Funds or Other Consideration The aggregate purchase price of the Class A Shares purchased by Gotham and Gotham II and reported in this Amendment No. 1 was $500,473 and $6,996, respectively. All of the funds required for these purchases were obtained from the general funds of Gotham and Gotham II, respectively. Item 5 is hereby amended to add the following information. Item 5. Interest in Securities of the Issuer (a) Gotham owns 193,673 Class A Shares as of the date of this Amendment, representing an aggregate of approximately 7.4% of the outstanding Class A Shares of the Company. Gotham II owns 2,727 Class A Shares as of the date of this Amendment, representing an aggregate of approximately .1% of the outstanding Class A Shares of the Company. The percentages used in this paragraph are calculated based upon 2,617,000 outstanding Class A Shares of the Company, as reported in the Company's Form 10-Q for the quarter ended September 30, 1996. None of Section H, Karenina, DPB, Mr. Ackman or Mr. Berkowitz beneficially own any Class A Shares (other than the Class A Shares beneficially owned by Gotham and Gotham II). (c) The tables below set forth information with respect to all new purchases and sales of Class A Shares by Gotham and Gotham II. In each case, the transactions were effected in open-market transactions on the American Stock Exchange. Page 5 of 6 Pages Gotham Date Number of Class A Price per Share Shares Purchased/(Sold) 1/23/97 6,900 14.1135 1/27/97 29,590 13.6225 Gotham II Date Number of Class A Price per Share Shares Purchased/(Sold) 1/23/97 100 14.1135 1/27/97 410 13.6225 Except as described above, none of Gotham, Gotham II, Section H, Karenina, DPB, Mr. Ackman or Mr. Berkowitz has effected any transactions in the securities of the Company during the past sixty days. Page 6 of 6 Pages * * * After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. January 28, 1997 GOTHAM PARTNERS, L.P. By: Section H Partners, L.P. its general partner By: KARENINA CORP., a general partner By: /s/ William A. Ackman William A. Ackman President By: DPB CORPORATION, a general partner of Section H Partners, L.P. By: /s/ David P. Berkowitz David P. Berkowitz President GOTHAM PARTNERS II, L.P. By: Section H Partners, L.P. its general partner By: KARENINA CORPORATION, a general partner of Section H Partners, L.P. By: /s/ William A. Ackman William A. Ackman President By: DPB CORPORATION, a general partner of Section H Partners, L.P. By: /s/ David P. Berkowitz David P. Berkowitz President -----END PRIVACY-ENHANCED MESSAGE-----