SC 13D 1 cronin13d_ambs-040322.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __)* AMBASE CORPORATION (NAME OF ISSUER) Common Stock, par value $.01 per share (TITLE OF CLASS OF SECURITIES) 023164106 (CUSIP NUMBER) - copy to - Denis F. Cronin Gary T. Moomjian, Esq. Cronin & Vris, LLP Moomjian & Waite, LLP 380 Madison Avenue 500 North Broadway, Suite 142 24th Floor Jericho, New York 11753 New York, New York 10017 (516) 937-5900 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) March 22, 2004 (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(e), 13d-1(f), or 13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. Rule 13d-7(b) 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 disclosure 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). CUSIP No. 023164106 Page 2 of 6 Pages -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Denis F. Cronin -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X] (1) -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) PF -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 536,000 SHARES ----------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH ----------------------------------------------------------- REPORTING PERSON WITH 9 SOLE DIPOSITIVE POWER 536,000 ----------------------------------------------------------- 10 SHARED DIPOSITIVE POWER 0 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 536,000 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.2% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN (1) A Schedule 13D is also being filed by George W. Haywood. While Messrs. Cronin and Haywood are filing based upon the possibility that they may be viewed as a group in view of the response to Item 4, Mr. Cronin disclaims that there is such a group. Mr. Haywood is separately filing a Schedule 13D and his shares are not included in this Schedule 13D. 2 ITEM 1. SECURITY AND ISSUER. The class of securities to which this statement relates is the common stock, par value $.01 per share (the "Common Stock"), of Ambase Corporation (the "Company"). The Company's principal executive offices are located at 100 Putnam Green, Greenwich, CT 06830-6027. ITEM 2. IDENTITY AND BACKGROUND. (a) This statement is being filed by Denis F. Cronin. (b) The business address for Mr. Cronin is Cronin & Vris, LLP, 380 Madison Avenue, 24th Floor, New York, New York 10017. (c) Mr. Cronin is an attorney at law. (d) Mr. Cronin has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Mr. Cronin has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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) Mr. Cronin is a United States citizen. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Mr. Cronin used his personal funds to purchase the securities shown on this Schedule 13D. No purchase has been made since May 2000. ITEM 4. PURPOSE OF TRANSACTION Mr. Cronin acquired shares of Common Stock for investment purposes. Mr. Cronin may purchase additional shares of Common Stock or, alternatively, sell shares of Common Stock, from time to time. Mr. Cronin understands that Richard A. Bianco, the President and Chief Executive Officer of the Company, anticipates that he and other executive officers of the Company would ultimately be awarded the maximum bonus permitted under the Company's 1994 Senior Management Incentive Compensation Plan (the "Plan") in the event of any recovery made in the Company's lawsuit against the United States Government. Such bonus could equal (i) 10% of the amount by which the Company's total stockholders equity increased on a year to year basis plus (ii) 5% of the amount by which the Company's market value increased on a year to year basis. Mr. Cronin understands that a recovery by the Company in its lawsuit in excess of $400 million is possible, which could result in a bonus to Mr. Bianco and others of $40 million plus 5% of the market value increase. Mr. Cronin 4 believes that any such bonus is patently excessive and its discretionary grant by the Board of Directors (or Personnel Committee thereof) may constitute a breach of fiduciary duty. Given what Mr. Cronin believes to be Mr. Bianco's expectation that the Company would grant him and other executive officers such bonuses, Mr. Cronin authorized his legal counsel to serve a Demand for Inspection of Books and Records, dated January 15, 2004 (the "Cronin Written Demand"), upon the Company seeking information about Mr. Bianco's compensation from the Company, Personal Committee materials related to executive compensation, documents related to the Plan and expert's or consultant's reports or opinions regarding the Plan or executive compensation. A copy of the Cronin Written Demand is attached as Exhibit (a) hereto and incorporated herein by reference. The Company to date has not made any response to the Cronin Written Demand. Pursuant to Section 220 of the Delaware General Corporation Law, the Company's failure to accede to the Cronin Written Demand within 5 business days constituted its refusal, empowering Mr. Cronin to seek relief from the Chancery Court for the State of Delaware. Mr. Cronin has authorized his legal counsel to file suit in that Court, seeking the information about executive compensation the Company has refused to provide. Mr. Cronin understands that George W. Haywood, the beneficial owner of 5,523,475 shares of Common Stock, has also served a Demand for Inspection of Books and Records, dated January 23, 2004, on the Company. Such Demand seeks the same information as sought by the Cronin Written Demand. Mr. Cronin has been advised that the Company has also failed to make the documents available to Mr. Haywood within the statutory 5 business day period. It is anticipated that Mr. Haywood will join Mr. Cronin as a plaintiff in his suit to obtain such information in the Delaware Chancery Court. In addition, Mr. Cronin, potentially together with Mr. Haywood, based upon an oral understanding, may bring suit against the Company, Mr. Bianco and the members of the Board of Directors of the Company in the event excessive bonuses are awarded to Mr. Bianco and other executive officers. Other than as set forth above, Mr. Cronin has no plans or proposals which relate to or would result in the matters described in Item 5 (a) through (j) of this Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Aggregate number of shares of Common Stock beneficially owned: 536,000 Percentage: 1.2% 4 (b) 1. Sole power to vote or to direct vote: 536,000 (1) 2. Shared power to vote or to direct vote: 0 3. Sole power to dispose or to direct the disposition: 536,000 (1) 4. Shared power to dispose or to direct the disposition: 0 (c) During the 60 days prior to the filing hereof, Mr. Cronin has not engaged in any transactions concerning the Common Stock. (d) No person may be deemed to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock beneficially owned by Mr. Cronin. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Mr. Cronin has no contracts, arrangements, understandings or relationships with any other person with respect to the securities of the Company. Reference is made to Item 4, which is incorporated herein by reference, for information with respect to an understanding with another shareholder with respect to bringing suit against the Company. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. (a) The Cronin Written Demand. ----------- (1) Does not include shares owned by Mr. Haywood. 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 22, 2004 /s/ Denis F. Cronin ------------------- Denis F. Cronin 6 Exhibit A DENIS CRONIN January 15, 2004 REGISTERED MAIL RETURN RECEIPT REQUESTED Ambase Corporation 100 Putnam Green, 3rd Floor Greenwich, CT 06831 Attention: Richard A. Bianco Dear Mr. Bianco: The undersigned is the beneficial owner of 536,000 shares of the common stock of Ambase Corporation, a Delaware corporation (the "Company"). Enclosed please find a true and correct copy of my brokerage statements from Charles Schwab and Lehman Brothers evidencing my beneficial ownership of said shares. Pursuant to Section 220 of the Delaware General Corporation Law, the undersigned hereby demands the right (by his attorneys or other agents), during the usual hours for business (1) to inspect the records and documents of the Company (the "Books and Records") set forth in subparagraphs 1-4 below and (2) to the extent that any part of the Books and Records are available on computer disk, tape or other media suitable for use by a computer, (i) to inspect and copy such disk, tape or other media as well as any instructions necessary for the practical use of same and (ii) pursuant to Section 224 of the Delaware General Corporation Law, the Company is hereby requested to convert to clearly legible paper form such Books and Records and to make them available for inspection and copying: 1. All Books and Records relating to Richard A. Bianco's direct and indirect compensation (including, but not limited to, salary, bonus, stock options, SARS, split dollar life insurance, any other insurance, tax reimbursements or gross-ups, perquisites such as personal use of Company assets, etc.) from the Company for years 2000, 2001, 2002 and 2003, whether or not reflected in the Company's Proxy statements, including, without limitation, all committee minutes, all board minutes, and all employment contracts, relating to Mr. Bianco's compensation. 2. All Personnel Committee minutes and related materials relating to executive compensation for the years 2000, 2001, 2002 and 2003. 3. All Books and Records relating to the Company's 1994 Senior Management Incentive Plan (the "Plan"), including, without limitation, all documents, reports, resolutions and minutes relating to the rationale for said Plan, its drafting, its adoption and any awards made, or contemplated to be made in the future, pursuant to said Plan. 4. Any expert's or consultant's reports or opinions concerning the Plan or compensation paid to executive officers between 2000 and the present. The purpose of this demand is to investigate possible mismanagement, breaches of fiduciary duty, waste of corporate assets and fraud at the Company and to communicate with other stockholders about the results of such investigation. The undersigned hereby authorizes Stuart L. Shapiro, Robert W. Forman and Yoram Miller of Shapiro Mitchell Forman Allen & Miller LLP, David Margules, Andre Bouchard and Joel Friedlander of Bouchard Margules & Friedlander and their respective partners, associates and paralegals and any other persons to be designated by them as his attorneys in fact to conduct the inspection and copying herein demanded. Very truly yours, /s/ Denis Cronin Denis Cronin Sworn to this 15th day of January, 2004 Notary Public