<Page>


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                           --------------------------

                                   FORM 10-K/A
                                 AMENDMENT NO. 1

(MARK ONE)

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the fiscal year ended .........................December 31, 2001

                                       OR

[_]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the transition period from _______________ to _________________ .

                         Commission File Number 0-16520

                             ARISTA INVESTORS CORP.
                             ----------------------
             (Exact name of registrant as specified in its charter)

            Delaware                                     13-2957684
--------------------------------            ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


    116 John Street, New York, New York                                 10038
-----------------------------------------------------             --------------
(Address of principal executive offices)                             (Zip Code)

Registrant's telephone number, including area code:   (212) 964-2150
                                                     ------------------

Securities registered pursuant to Section 12(b) of the Act:       None

Securities registered pursuant to Section 12(g) of the Act:

                 Class A Common Stock, par value $0.01 per share

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                            Yes: X      No:
                                ---        ---

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (ss.229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]

         The aggregate market value of the voting stock (Class A Common Stock,
par value $ .01 per share) held by non-affiliates of the registrant, based upon
the closing sale price of the stock as reported on the Over-the-Counter Bulletin
Board service on April 10, 2002 was $2,411,500.

         The aggregate number of registrant's outstanding shares on April 10,
2002 was 2,570,100 shares of Class A Common Stock, $0.01 par value (excluding
10,000 shares of treasury stock).

                      DOCUMENTS INCORPORATED BY REFERENCE:

None.


                                        1
<Page>


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The names of the directors, executive officers, their ages, positions with the
Registrant and Arista, and tenure as directors of the Registrant, are set forth
below:

<Table>
<Caption>

                                                                                      DIRECTOR OF THE
NAME                  AGE      POSITION                                              REGISTRANT SINCE
--------------        ---      -------------------------------------------------     ----------------
<S>                    <C>     <C>                                                         <C>
Bernard Kooper         76      Chairman of the Boards of Directors of the                  1978
                               Registrant and Arista

Stanley S. Mandel      67      President and Director of the Registrant and                1983
                               Arista

Susan J. Hall          58      Senior Vice President, Treasurer and Secretary               --
                               of the Registrant and Arista, and Controller
                               and Director of Arista

Peter J. Norton        57      Vice President of the Registrant and a Director              --
                               of Arista

Louis H. Saltzman      50      Director of the Registrant and Arista                       1981

Daniel Glassman        73      Director of the Registrant and Arista                       1994

Michael B. Krasner     61      Director of the Registrant and Arista                       1999

                         ------------------------------
</Table>

         BERNARD KOOPER has served as Chairman of the Board of Directors of the
Registrant since its inception and Chairman of the Board of Directors of Arista
since June 1986. Mr. Kooper served as President of the Registrant from its
inception to November 12, 1998, the closing date of the transactions (the
"Transaction") emanating from the Assumption Reinsurance Agreement, dated
September 23, 1998 (the "Treaty"), between the Registrant, Arista and The
Guardian Life Insurance Company of America ("The Guardian") and the
Administrative Services Agreement, dated September 23, 1998 (the "TPA
Agreement"), between the Registrant and The Guardian. Since 1971, he has served
as President and has been the sole stockholder of Bernard Kooper Life Agency,
Inc. and Bernard Kooper Associates, Inc., life and accident and health general
agents in New York, New York. From 1968 through December 2000, Mr. Kooper also
served as Vice President and was a principal stockholder of Fischman-Kooper,
Inc., a multi-line insurance agency located in Roslyn Heights, New York. Mr.
Kooper is the former father-in-law of Louis H. Saltzman.

         STANLEY S. MANDEL has served as President of the Registrant since the
closing date of the Transaction and also as a Director of the Registrant, and
President and a director of Arista since August 1983. From August 1993 until the
closing date of the Transaction, Mr. Mandel served as Executive Vice President
of the Registrant. Mr. Mandel is also Chairman of the Board of Directors of
Kingsbrook Jewish Medical Center.

         SUSAN J. HALL has served as Senior Vice President and Treasurer of the
Registrant and Arista since March 1988, as Secretary of the Registrant and
Arista since the closing date of the Transaction and as a Director of Arista
since June 1987. Since October 1986, she has served as Controller of Arista.

         PETER J. NORTON has served as Vice President of the Registrant since
February 1, 1999, and Vice President of Arista since July 1, 1994. Mr. Norton
has served as a Director of Arista since May 4, 1999. Mr. Norton is also a
director of Kingsbrook Jewish Medical Center.

         LOUIS H. SALTZMAN has served as a Director of the Registrant and Arista
since May 1981. From May 1981 until the closing date of the Transaction, Mr.
Saltzman served as Secretary of the Registrant and Arista. Since March 31,


                                        2
<Page>


1997, Mr. Saltzman has served as Secretary, a director and a principal
stockholder of the Saltzman-American Business Agency, Inc., a life and health
general agency in Manhasset, New York. Since January 1989, he has served as
President and sole stockholder of The Saltzman/Kooper Agency, Inc., a life,
accident and health general agency in New York, New York.

         DANIEL GLASSMAN has served as a Director of the Registrant since
October 1994 and has served as a Director of Arista since June 1982. From 1971
to 1991, he served as Vice President-Finance and director of Lea Ronal, Inc, a
chemical specialties manufacturer. Mr. Glassman is the President and sole
stockholder of CSA, Inc., a clothing manufacturer, and a principal stockholder
of JLT Corp., a clothing manufacturer.

         MICHAEL B. KRASNER has served as a Director of the Registrant since
April 13, 1999. Mr. Krasner has also served as a Director of Arista since its
inception. Since 1988, he has also served as President of Louis D. Krasner,
Inc., a multi-line insurance agency located in Rockville Centre, New York.

         The terms of office of all officers and directors expire at the time of
the annual meeting of stockholders of the Registrant.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

         Section 16(a) of the Exchange Act requires the Registrant's directors
and executive officers, and persons who beneficially own more than ten percent
of the Registrant's common stock (the "Ten Percent Stockholders") to file with
the Securities and Exchange Commission initial reports of beneficial ownership
on Form 3 and reports of changes in beneficial ownership on Form 4 or Form 5.
Executive officers, directors, and Ten Percent Stockholders are required to
furnish the Registrant with copies of such Forms. Based solely on a review of
such Forms furnished to the Registrant, the Registrant believes that during the
year ended December 31, 2001, the Registrant's executive officers, directors,
and Ten Percent Stockholders complied with all applicable Section 16(a) filing
requirements.


ITEM 11.  EXECUTIVE COMPENSATION

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

         The following table shows, for the three most recently ended fiscal
years ended December 31, the cash compensation paid or accrued for those years
to the President of the Registrant and to each of the four most highly
compensated executive officers of the Registrant other than the President whose
aggregate annual salary and bonus paid in compensation for services rendered in
all the capacities in which they served exceeded $100,000 for the Registrant's
last fiscal year (each, a "Named Executive"):


                                        3
<Page>


SUMMARY COMPENSATION TABLE

<Table>
<Caption>

                                                                               Long-Term Compensation
                                                                         ----------------------------------
                                          Annual Compensation                     Awards            Payouts
                                  -------------------------------------  -----------------------    -------
                                                                         Restricted   Securities
                                                                            Stock     Underlying     LTIP         All Other
  Name and Principal                           Bonus     Other Annual      Awards      Options/     Payouts     Compensation
       Position           Year    Salary($)     ($)     Compensation($)      ($)       SARs (#)       ($)          ($) (4)
----------------------    ----    ---------    -----    ---------------   --------    ---------     -------     ------------
<S>                         <C>      <C>        <C>       <C>                <C>         <C>          <C>          <C>
Bernard Kooper -            1999      15,625    35,000     21,125            -0-         -0-          -0-          897,706
Chairman of the Boards
of Directors of the         2000         -0-       -0-     55,875            -0-         -0-          -0-              -0-
Registrant and Arista
(1)(4)(5)                   2001         -0-       -0-     51,000(6)         -0-         -0-          -0-              -0-

Stanley S. Mandel -         1999     201,010    70,000     52,846(7)(8)      -0-         -0-          -0-          303,107
President and a Director
of the Registrant and       2000     150,000    35,000     50,000(8)         -0-         -0-          -0-          619,200
Arista (2)(3)(4)(5)
                            2001     144,808    35,000    118,000(7)(8)      -0-         -0-          -0-          217,632(5)(9)(10)

Susan J. Hall - Senior      1999      90,316    24,500      4,160(7)         -0-         -0-          -0-           14,928
Vice President,
Treasurer and Secretary
of the Registrant and       2000      99,150       -0-        -0-            -0-         -0-          -0-            2,725
Arista and a Director of
Arista
                            2001      96,862       -0-      7,631(7)         -0-         -0-          -0-            2,917(9)

Peter J. Norton- Vice       1999     125,000    18,500      4,808(7)         -0-         -0-          -0-           11,198
President of the
Registrant                  2000     125,000       -0-     12,019(7)         -0-         -0-          -0-           13,350
and Arista and a
Director of Arista(11)      2001     120,673       -0-      9,615(7)         -0-         -0-          -0-           13,220(9)
</Table>


-----------
(1) Effective February 1993, the Registrant entered into an employment agreement
with Mr. Kooper which provided Mr. Kooper with a base salary of $150,000 per
annum (the "Kooper Employment Agreement"). The Kooper Employment Agreement
obliged Mr. Kooper to devote such time as he deemed necessary to perform his
duties on behalf of the Registrant (but in no event less than 120 days per
year). Mr. Kooper devoted and continues to devote a substantial amount of his
time to the activities of Bernard Kooper Life Agency Inc., Bernard Kooper
Associates, Inc., Fischman- Kooper, Inc. (through December 2000) and other
business activities during the year. In July 1994, the Kooper Employment
Agreement was amended to, among other things, extend Mr. Kooper's term of
employment for an additional three year period, expiring in February 2001.
Effective December 10, 1998, the Kooper Employment Agreement was terminated. See
Footnote (5) below.

(2) Effective February 1993, Arista entered into an employment agreement with
Mr. Mandel which provided Mr. Mandel with a base salary of $208,750 per annum
(the "Mandel Employment Agreement"). In July 1994, the Mandel Employment
Agreement was amended to, among other things, extend Mr. Mandel's term of
employment for an additional three year period, expiring in February 2001. Under
the Mandel Employment Agreement, Mr. Mandel was also entitled to annual
reimbursements for automobile expenses of up to $9,000 and a non-accountable
expense allowance of up to $5,000 per annum and required Arista to obtain a
long-term disability benefits policy with benefits of $5,000 per month


                                        4
<Page>


for Mr. Mandel. Effective December 10, 1998, the Mandel Employment Agreement was
terminated. See Footnote (5) below.

(3) Effective on the closing date of the Transaction, the Registrant entered
into a new employment agreement with Mr. Mandel (the "Mandel Investors
Employment Agreement") pursuant to which Mr. Mandel is employed as President of
the Registrant for a period ending on the termination date of the TPA Agreement
(the "Employment Period"), renewable for an additional period of not more than
three years. Pursuant to the Mandel Investors Employment Agreement, Mr. Mandel
received through September 30, 1999 a salary of $185,000 per annum, an annual
bonus equal to 8% of the Registrant's annual earnings before income taxes and
extraordinary or non-recurring items from third party administration operations
for such bonus period and a nonaccountable expense allowance equal to $5,000 per
annum. The Mandel Investors Employment Agreement may be terminated upon Mr.
Mandel's death or disability, with or without "Cause," the occurrence of a
"Change of Control" (as those terms are defined in the Mandel Investors
Employment Agreement) and the termination of the TPA Agreement. Pursuant to the
Mandel Investors Employment Agreement, in the event of a "Change of Control,"
the Registrant or the successor or surviving corporation, as the case may be,
may terminate, assign or assume the Mandel Investors Employment Agreement,
provided, however, that any such entity pays Mr. Mandel a sum equal to $370,000.
Pursuant to the Mandel Investors Employment Agreement, Mr. Mandel has agreed not
to engage in any "Competitive Activity" (as defined in the Mandel Investors
Employment Agreement) during the Employment Period and up to a period of one
year thereafter, provided, Mr. Mandel is paid a sum equal to $185,000 in twelve
equal monthly installments, commencing with the month subsequent to such
termination.

     Effective October 1, 1999, the Mandel Investors Employment Agreement was
amended to provide an annual base salary of $150,000, a $9,000 per annum expense
allowance for business related automobile costs and expenses, and a $5,000
nonaccountable expense allowance. In addition, the amendment obliges Mr. Mandel
to devote such time as he deems necessary to perform his duties on behalf of the
Registrant (but in no event less than 120 days per year). The amendment also
provides for an annual bonus equal to 8% of the Registrant's annual earnings
before income taxes and extraordinary and non-recurring items from third party
administration operations for such bonus period, but in no event shall the
annual bonus be less than $35,000. Effective October 2001, management reduced
base compensation by fifteen percent (15%) in order to reduce the total general
and administrative expenses of the Company.

(4) Each of the Kooper Employment Agreement and Mandel Employment Agreement
were amended in July 1994 to provide for a split-dollar insurance policy in
the amount of $1,000,000 and $205,000, respectively. Under these agreements,
the Registrant and Arista paid the premiums on these policies on behalf of
Mr. Kooper and Mr. Mandel for a period of time specified in each agreement.
The premium payments are treated as loans to both Mr. Kooper and Mr. Mandel
and are collateralized by the underlying policy cash values. For the year
ended December 31, 2001, loans aggregating $292,947 and $151,983 were made to
Mr. Kooper and Mr. Mandel, respectively. The policies also provide that in
the event that Mr. Kooper or Mr. Mandel shall be living on February 16, 2001,
each of them will be entitled to a lump sum retirement benefit equal to the
amount of premiums paid by the Registrant or Arista, attributable to the
cumulative increase in the cash surrender value of the policies during the
period ended February 2001. As of December 31, 2001, the lump sum retirement
benefit was not paid to either Mr. Kooper or Mr. Mandel.

     Pursuant to the Kooper Employment Agreement and the Mandel Employment
Agreement, the Registrant and Arista were obligated to make lump sum payments on
behalf of Mr. Kooper and Mr. Mandel sufficient to render their respective
policies "paid up" upon (i) their death (if they predecease their spouse), (ii)
one year from a physical or mental disability or (iii) a merger, consolidation,
or sale of all or substantially all of the assets of the Registrant or Arista,
unless their employment has been terminated for "Cause" (as defined in the
employment agreements). Effective upon the termination of the Kooper Employment
Agreement and Mandel Employment Agreement on December 10, 1998, each of Mr.
Kooper and Mr. Mandel agreed to defer having the Company pay such premiums to
render the foregoing policies "paid up" and also to receive the lump sum payouts
as discussed in Footnote (5) below, provided, however, that such lump sum
payouts bore interest monthly at the applicable federal short term rate as
provided in Section 1274(d) of the Internal Revenue Code of 1986, as amended,
and the Company agreed to make such payments within ten days after the payment
by Arista


                                        5
<Page>


of a special dividend or special dividends to the Registrant, approved by the
Department, in an aggregate amount equal to or greater than $8.4 million (the
"Investors Dividend"). On April 17, 2000, the Registrant paid $70,518 in
premiums to cause the policy owned by Mr. Kooper to be "paid-up", and on
November 19, 1999, Arista paid $78,133, in premiums, to cause the policy owned
by Mr. Mandel to be "paid up."

(5) The Kooper Employment Agreement and the Mandel Employment Agreement provided
that in the event of a consolidation, merger, or sale of all or substantially
all of the assets of the Registrant or Arista, such employment agreements may be
terminated, and upon such termination, Mr. Kooper and/or Mr. Mandel,
respectively, would be entitled to receive a lump sum payout. The payout was to
be the maximum amount that would not trigger the excise tax payable in the event
of an "excess parachute payment" as such term is defined in the Internal Revenue
Code of 1986, as amended. Effective December 10, 1998, the Kooper Employment
Agreement and the Mandel Employment Agreement were terminated, and Mr. Kooper
and Mr. Mandel became entitled to receive payments of $861,658 and $994,619,
respectively. The Registrant was required to pay such amounts to Messrs. Kooper
and Mandel within ten days after the payment of the Investors Dividend. On May
13, 1999, the Company made the lump sum payout to Mr. Kooper in the amount of
$861,658, and on November 22, 1999, the Registrant made a partial lump sum
payout to Mr. Mandel in the amount of $194,619. During fiscal 2000, the
Registrant made a total of seven partial lump sum payouts to Mr. Mandel in the
amount of $600,000 in the aggregate, and during fiscal 2001, the Registrant made
a total of three partial lump sum payouts to Mr. Mandel in the amount of
$200,000 in the aggregate. For the year ended December 31, 1999, Mr. Kooper
received $16,723 of interest on the outstanding balance of the lump sum payout.
Mr. Mandel received $41,657, $21,183 and $1,301of interest on the outstanding
balance of the lump sum payout for the years ended December 31, 1999, 2000 and
2001, respectively.

(6) Includes directors fees of $15,000 and consulting fees of $36,000.

(7) Amount realized upon sale of unused vacation time.

(8) During 1999, the Board of Directors authorized the forgiveness of
indebtedness of Mr. Mandel's existing $200,000 salary advance, at the rate of
$50,000 in each calendar year for the calendar years ending December 31, 1999,
2000, 2001, and 2002.

(9) Other compensation included in fiscal 2001: (a) Stanley S. Mandel also
received automobile expenses of $9,000 and a nonaccountable expense allowance of
$5,000; (b) Peter Norton received a car allowance of $6,000 and a nonaccountable
expense allowance of $3,600; (c) includes 401(k) matching contributions by
Registrant as follows: (i) Stanley Mandel, $3,632, (ii) Susan Hall, $2,917, and
(iii) Peter Norton, $3,620.

(10) Includes a partial lump sum payout of $200,000 as discussed in Footnotes
(4) and (5).

(11) Mr. Norton's employment agreement, dated July 1, 1994, with Arista was
assigned to the Registrant effective February 1, 1999, pursuant to which Mr.
Norton served as Vice President of the Registrant (the "Norton Employment
Agreement"). Pursuant to the Norton Employment Agreement, Mr. Norton (a)
received an annual base salary equal to $125,000 per year, (b) received an
annual bonus as was determined by the Board of Directors, (c) reimbursed for
automobile expenses in the sum of $6,000 per year and (d) received a
nonaccountable expense allowance equal to $3,600 for each twelve month period
falling within the employment period. The Norton Employment Agreement was
terminable in the case of the death or disability of Mr. Norton or with or
without "Cause" (as defined in the Norton Employment Agreement). Pursuant to the
Norton Employment Agreement, Mr. Norton had agreed not to engage in any
"Competitive Activity" (as defined in the Norton Employment Agreement) during
the Employment Period and up to a period of one year thereafter, provided, Mr.
Norton was paid a sum equal to $75,000 in twelve equal monthly installments,
commencing the month subsequent to such termination. Effective July 1, 1999, the
Norton Employment Agreement was amended to extend the term of the agreement to
December 31, 2000, under the same terms and conditions. Although the Norton
Employment Agreement expired on December 31 2000, Mr. Norton continues to serve
as Vice President of the Registrant. Effective October 2001, management reduced
base compensation by fifteen percent (15%) in order to reduce the total general
and administrative expenses of the Company.


                                        6
<Page>


STOCK OPTIONS

         There were no options granted or awards of restricted stock during the
year ended December 31, 2001 and there were no warrants or options exercised by
any of the Named Executive Officers during the year ended December 31, 2001.


                            COMPENSATION OF DIRECTORS

         Directors of the Registrant are generally to be elected annually. Prior
to October 1, 1999, Directors of the Registrant and Arista who were not
full-time employees of the Registrant or Arista were paid $1,125 per quarter for
each Board on which the member served. Since October 1, 1999, Directors of the
Registrant and Arista who are not full-time employees of the Registrant or
Arista, are paid in the aggregate $3,750 per quarter to serve on the Boards of
the Registrant and Arista, and were paid $1,125 per quarter if such member
served only on the Board of Arista. Directors of Arista who are not full-time
employees of the Registrant or Arista received $250 for each Directors' meeting
actually attended and $250 for each committee meeting actually attended.
Effective July 1, 2000, Directors of Arista who are not full-time employees of
the Registrant or Arista, and serve only on the Board of Arista receive $125 per
quarter, and $100 for each Director's meeting and/or committee meeting actually
attended. No attendance fee for a committee meeting is paid if a Directors'
meeting is held on the same day.

         In August, 1999, the Board of Directors of the Registrant engaged Mr.
Kooper, the Chairman of the Boards of Directors of the Registrant and Arista, to
perform consulting services for the Registrant. In consideration for such
consulting services, Mr. Kooper is paid $3,000 per month. Mr. Kooper received
$36,000 in 2001.

         In July 1993, Arista entered into an agreement with Richard Greenwald
for specified services to be performed for a fee of $500 per week. Mr. Greenwald
became a Director of Arista in October 1994. Arista paid $2,500 in 1999 under
this Agreement. As a result of the Transaction, such agreement between Arista
and Mr. Greenwald was terminated, effective as of January 31, 1999. See "Item 13
- Certain Transactions."


                    EMPLOYMENT CONTRACTS AND TERMINATIONS OF
                  EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS

         The Registrant's employment agreements with Mr. Bernard Kooper, Mr.
Stanley S. Mandel and Mr. Peter J. Norton are described in the footnotes to the
Summary Compensation Table on pages 4, 5, 6 and 7 of this Part III.


                                        7
<Page>


           COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         For the year ended December 31, 2001, the Audit Committee and
Compensation Committee consisted of the entire Board of Directors.

         Mr. Fischman, a former Vice President and Director of the Registrant,
and a former Director of Arista, is a principal shareholder of Fischman-Kooper,
Inc., an insurance broker. Mr. Kooper, a former President of the Registrant and
the current Chairman of the Boards of Directors of the Registrant and Arista,
owns Bernard Kooper Life Agency, Inc., a general agent of Arista and/or the
Registrant. Mr. Kooper was a principal shareholder of Fischman-Kooper, Inc.
through December 2000. During the calendar years 1999, 2000 and 2001, Arista
and/or the Registrant paid approximately $177,200, $153,800 and $155,700,
respectively, in gross commissions to Bernard Kooper Life Agency, Inc. Of these
amounts, Bernard Kooper Life Agency, Inc. paid approximately $133,000 in 1999,
$114,000 in 2000 and $110,600 in 2001 to brokers, including approximately,
$19,000 in 1999, $13,000 in 2000 and $10,600 in 2001 to members of the Board of
Directors of Arista who are licensed insurance brokers. Furthermore, the
commissions paid to director/brokers include payments to Fischman-Kooper, Inc.
of approximately $16,020 in 1999 and $10,000 in 2000, and payments to Louis D.
Krasner, Inc. of approximately $3,000 in 1999 and 2000 and $3,400 in 2001.
Michael B. Krasner, a Director of the Registrant and Arista, is the President of
Louis D. Krasner, Inc. Bernard Kooper Life Agency, Inc., Fischman-Kooper, Inc.
and Louis D. Krasner, Inc. were compensated on the same basis as Arista's other
general agents and brokers.

         In addition to the commissions described in the preceding paragraph,
members of the Board of Directors of the Registrant and Arista received
commissions paid by third parties of approximately $9,000 in 1999, $10,000 in
2000 and $10,700 in 2001 for the placement of the Registrant's or Arista's
life and health insurance coverage, directors' and officers' liability
insurance and fidelity bond and casualty insurance coverage with other
insurers. Furthermore, such commissions paid to director/brokers include
$8,000 in 1999, $9,000 in 2000 and $10,200 in 2001 paid to Louis D. Krasner,
Inc. for directors' and officers' liability insurance, fidelity bond and
casualty insurance coverages, and approximately $1,000 in each of 1999 and
2000 and $500 in 2001 paid to Louis H. Saltzman for life insurance coverages.

         In June 1996, the Registrant issued 365,000 shares of Class A Common
Stock ("Kooper Warrant Shares"), to Bernard Kooper upon his exercise of a
warrant granted to him by the Registrant in June 1986 to purchase shares of
Class A Common Stock at an exercise price of $1.40 per share. As consideration
for the Kooper Warrant Shares, Mr. Kooper delivered $11,000 in cash and a
$500,000 principal amount interest-bearing promissory note (the "Kooper Note")
to the Registrant and granted the Registrant an option (the "Class B Repurchase
Option") to acquire the 47,400 shares of Class B Common Stock then owned by Mr.
Kooper. The Kooper Note required interest at the LIBOR rate plus 1 1/4% per
annum and would have matured on June 14, 2001. Interest payments were payable
quarterly on the last day of September, December, March and June. Additionally,
to secure the performance of his obligations under the Kooper Note, Mr. Kooper
pledged 365,000 shares of the Company's Class A Common Stock to the Registrant.
The Class B Repurchase Option, which was to expire on June 14, 2001, had an
exercise price equal to the cancellation of the $500,000 outstanding under the
Kooper Note plus delivery by the Registrant, at its option, of either 47,400
shares of Class A Common Stock or the Fair Market Value (as defined in the Class
B Repurchase Option) of such shares to Mr. Kooper. On May 4, 1999, the Class A
Directors of the Board of Directors of the Registrant exercised the Class B
Repurchase Option. The Class B Stock Transaction closed on May 18, 1999. The
Registrant acquired the 47,400 shares of Class B Common Stock beneficially owned
by Mr. Kooper in consideration for (i) an amount equal $146,347.50, the Fair
Market Value (as defined in the Letter Agreement) of the Registrant's Class A
Common Stock and (ii) the cancellation of the $500,000 outstanding principal
amount under the Kooper Note. As a result of the Class B Stock Transaction there
are no longer any shares of the Class B Common Stock outstanding.


                                        8
<Page>


ITEM 12.  PRINCIPAL STOCKHOLDERS; SHARES HELD BY MANAGEMENT

         On April 19, 2002, the Registrant had 2,570,100 Class A Common Shares
(excluding 10,000 shares of treasury stock) issued and outstanding. The
following table sets forth the number of shares of the Registrant's common stock
owned as of April 19, 2002 by (i) owners of more than 5% of the Registrant's
outstanding common stock, (ii) each director of the Registrant, (iii) each of
the Named Executives, and (iv) all executive officers and directors of the
Registrant as a group. Except as otherwise indicated, each person or entity
named in the table has sole investment power and sole voting power with respect
to the shares of the Registrant's common stock set forth opposite his or her
name.

<Table>
<Caption>

                                                    Number of Shares of Class A       Percentage of Ownership
                                                     Common Stock Beneficially           of Class A Common
Name and Address of Beneficial Owner                           Owned                     Stock Outstanding
------------------------------------                ---------------------------       -----------------------
<S>                                                           <C>                              <C>
Bernard Kooper, Chairman of                                   525,200                          20.4%
the Boards of Directors of
the Registrant and Arista (2)(4)
116 John Street
New York, New York  10038

Stanley S. Mandel, President and                              105,400                           4.1%
Director of the Registrant
and Arista (3)(5)
116 John Street
New York, New York  10038

Susan J. Hall -                                                 1,100                            *
Senior Vice President,
Treasurer and Secretary of
the Registrant and Arista,
and Controller and Director
of Arista
116 John Street
New York, New York 10038

Peter J. Norton, Vice President                                  -                               -
of the Registrant and Arista and
Director of Arista
116 John Street
New York, New York 10038

Louis H. Saltzman                                              15,000                            *
Director of the Registrant
and Arista (4)
1205 Northern Boulevard
Manhasset, New York 11030

Daniel Glassman, Director of the                               38,600                           1.5%
Registrant and Arista
17160 Cassava Way
Boca Raton, Florida 33487


                                        9


<Page>

<Caption>

                                                    Number of Shares of Class A       Percentage of Ownership
                                                     Common Stock Beneficially           of Class A Common
Name and Address of Beneficial Owner                           Owned                     Stock Outstanding
------------------------------------                ---------------------------       -----------------------
<S>                                                           <C>                              <C>
Michael B. Krasner, Director of the                            29,800                           1.2%
  Registrant and Arista
371 Merrick Road
Rockville Centre, New York 11570

Keith E. Mandel, M.D.(5)                                      178,400                           6.9%
51 Towne Commons Way, #31
Cincinnati, Ohio 45215

Old Lyme Holding Corporation(6)                               205,000                           8.0%
122 East 42nd Street
New York, New York 10168

A.F. Hovey (7)                                                201,700                           7.9%
1724 Plaza 600 Building
600 Stewart Street
Seattle, Washington 98101-1219

Helmut N. Friedlander (8)                                     190,000                           7.4%
60 East 42nd Street
Suite 3820
New York, New York 10165

All officers and directors                                    715,100                          27.8%
as a group (7 persons)
(2)(3)(4)(5)(6)
</Table>

------------------------------------
* Less than 1%.

(1)      Based upon 2,570,100 shares of Class A Common Stock outstanding.

(2)      Includes 30,400 shares of Class A Common Stock owned by Arlyne Kooper,
         wife of Bernard Kooper.

(3)      Includes shares of Class A Common Stock held individually by Stanley S.
         Mandel and in the various retirement accounts of Stanley S. Mandel and
         Joy Mandel, wife of Stanley S. Mandel.

(4)      Includes 15,000 shares of Class A Common Stock. Does not include 55,000
         shares of Class A Common Stock owned by his former wife, Wendy
         Saltzman. Bernard Kooper is the former father-in-law of Louis Saltzman
         and the father of Wendy Saltzman. Each disclaims beneficial ownership
         of the securities of the Registrant owned by the other.

(5)      Dr. Keith E. Mandel is the son of Stanley S. Mandel. Each disclaims
         beneficial ownership of the securities of the Registrant owned by the
         other.

(6)      According to the Schedule 13D, Amendment No. 1, dated April 4, 1995,
         filed by Old Lyme Holding Corporation on behalf of itself and certain
         reporting persons.

(7)      According to the Schedule 13D, Amendment No. 1, dated December 31,
         1999, filed by Anthony F. Hovey.


                                       10


<Page>


(8)      According to the Schedule 13G, Amendment No. 3, dated December 31,
         2000, filed by Helmut N. Friedlander on behalf of himself and certain
         reporting persons.


ITEM 13.  CERTAIN TRANSACTIONS

         In August, 1999, the Board of Directors of the Registrant engaged Mr.
Kooper, the Chairman of the Boards of Directors of the Registrant and Arista, to
perform consulting services for the Registrant. In consideration for such
consulting services, Mr. Kooper is paid $3,000 per month. Mr. Kooper received
$6,000 in 1999, $42,000 in 2000 and $36,000 in 2001.

         In July 1993, the Company entered into an agreement with Richard
Greenwald for specified services to be performed for a fee of $500 per week.
Pursuant to such agreement, Mr. Greenwald provided consulting services with
respect to proposed transactions and related activities of Arista, including,
but not limited to, identifying available books of business and negotiating the
terms of such acquisitions. Mr. Greenwald became a Director of Arista in October
1994. Arista paid under this agreement $2,500 in 1999. Subsequent to the
Transaction, such agreement between Arista and Mr. Greenwald was terminated,
effective as of January 31, 1999.

         See "Compensation Committee Interlocks and Insider Participation" for
related transactions involving Bernard Kooper, Noah Fischman, Louis Saltzman and
Michael Krasner.


                                       11
<Page>


                                   SIGNATURES
                                   ----------

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                             ARISTA INVESTORS CORP.


Dated:   April 30, 2002                      By: /s/ Stanley S. Mandel
                                                --------------------------------
                                                Stanley S. Mandel, President

























                                       12