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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
ARBOR REALTY TRUST, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
038923108
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(CUSIP Number)
DECEMBER 31, 2004
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(Date of Event which Requires Filing of 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)
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*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).
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CUSIP No. 038923108 13G Page 2 of 8 Pages
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1 NAMES OF REPORTING PERSONS
AW Asset Management, L.L.C.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
52-2280947
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 5 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY ---------------------------------------
6 SHARED VOTING POWER
OWNED BY 1,555,200 (See Item 4)
---------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING -0-
---------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER
WITH 1,555,200 (See Item 4)
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,555,200 (See Item 4)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.49%
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12 TYPE OF REPORTING PERSON*
OO
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* SEE INSTRUCTIONS BEFORE FILLING OUT.
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CUSIP No. 038923108 13G Page 3 of 8 Pages
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1 NAMES OF REPORTING PERSONS
Arthur Wrubel
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
040-44-2202
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY ---------------------------------------
6 SHARED VOTING POWER
OWNED BY 1,555,200 (See Item 4)
---------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING -0-
---------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER
WITH 1,555,200 (See Item 4)
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,555,200 (See Item 4)
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.49%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT.
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CUSIP No. 038923108 13G Page 4 of 8 Pages
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ITEM 1(A) NAME OF ISSUER:
The name of the issuer is Arbor Realty Trust, Inc.
(the "Company").
ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
The Company's principal executive office is located at 333
Earle Ovington Blvd., Suite 900, Uniondale, NY 11553.
ITEM 2(A) NAME OF PERSON FILING:
This Amendment No. 1 to Schedule 13G is being jointly filed by
each of the following persons pursuant to Rule 13-d(1)(k) promulgated by the
Securities and Exchange Commission pursuant to Section 13 of the Securities and
Exchange Act of 1934, as amended (the "Act"): (1) AW Asset Management, L.L.C., a
Delaware limited liability company (the "Management Company"), which serves as
investment manager or advisor to a number of hedge funds and managed accounts
(such funds and accounts, collectively, the "Funds") with respect to shares of
Common Stock (as defined in Item 2(d)) directly owned by the Funds and (2) Mr.
Arthur Wrubel, who is the Chief Executive Officer and President of the
Management Company and controls its business activities, with respect to shares
of Common Stock indirectly beneficially owned by Mr. Wrubel by virtue of such
position. Mr. Wrubel, together with the Management Company, are referred to in
this Schedule G as the "Reporting Persons."
The Reporting Persons have entered into a Joint Filing
Agreement, dated February 9, 2005, a copy of which is filed with this Schedule
13G as Exhibit A, pursuant to which the Reporting Persons have agreed to file
this statement jointly in accordance with the provisions of Rule 13d-1(k)(1)
under the Act.
ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The address of the principal business office of each of the
Reporting Persons is 535 Madison Avenue, 26th Floor, New York, New York 10022.
ITEM 2(C) CITIZENSHIP:
The Management Company is organized as a limited liability
company under the laws of the State of Delaware. Mr. Wrubel is a United States
citizen.
ITEM 2(D) TITLE OF CLASS OF SECURITIES:
Common Stock, par value $0.01 per share.
ITEM 2(E) CUSIP NO.:
038923108
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CUSIP No. 038923108 13G Page 5 of 8 Pages
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ITEM 3 IF THIS STATEMENT IS FILE PURSUANT TO RULES 13D-1(B), OR
13D-2(B),CHECK WHETHER THE PERSON FILING IS A:
Not Applicable.
ITEM 4 OWNERSHIP:
A. AW Asset Management, L.L.C.
(a) Amount beneficially owned: 1,555,200
(b) Percent of class: The percentages used herein and
in the rest of this Schedule 13G are calculated
based upon 16,389,657 shares of Common Stock
outstanding, as reflected in the Quarterly Report
on Form 10-Q for the quarter ended September 30,
2004.
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the
vote: -0-
(ii) Shared power to vote or direct the
vote: 1,555,200
(iii) Sole power to dispose or direct the
disposition: -0-
(iv) Shared power to dispose or direct
the disposition: 1,555,200
B. Arthur Wrubel
(a) Amount beneficially owned: 1,555,200
(b) Percent of class: 9.49%.
(c) Number of shares as to which such person has:
(j) Sole power to vote or direct the
vote: 0
(ii) Shared power to vote or direct the
vote: 1,555,200
(iii) Sole power to dispose or direct the
disposition: 0
(iv) Shared power to dispose or direct
the disposition: 1,555,200
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 each of the Reporting Persons has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following
[ ].
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CUSIP No. 038923108 13G Page 6 of 8 Pages
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ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
See response to Item 4.
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 CERTIFICATION:
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 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.
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CUSIP No. 038923108 13G Page 7 of 8 Pages
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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 9, 2005
AW Asset Management, L.L.C.
By: /s/ Arthur Wrubel
---------------------------------
Name: Arthur Wrubel
---------------------------------
Its: President and Chief Executive Officer
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Arthur Wrubel
/s/ Arthur Wrubel
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Exhibit A
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the Schedule 13G to
which this Exhibit is attached, and such Schedule 13G is filed on behalf of each
of them; and
(ii) Each of them is responsible for the timely filing of such Schedule
13G and any amendments thereto, and for the completeness and accuracy of the
information concerning such person contained therein; but none of them is
responsible for the completeness or accuracy of the information concerning the
other persons making the filing, unless such person knows or has reason to
believe that such information is inaccurate.
Date: February 9, 2005
AW Asset Management, L.L.C.
By: /s/ Arthur Wrubel
---------------------------------
Name: Arthur Wrubel
---------------------------------
Its: President and Chief Executive Officer
-------------------------------------
Arthur Wrubel
/s/ Arthur Wrubel
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