-----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, PYa5godspmOa3at4im2JyzdP3UxtI/cCGdz2ZmGnCoOeRC11B9FfjF65ZWlcVTOn yYgRGNJLJqOQhiV59bSDLg== 0000712770-96-000005.txt : 19960729 0000712770-96-000005.hdr.sgml : 19960729 ACCESSION NUMBER: 0000712770-96-000005 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960726 SROS: NYSE GROUP MEMBERS: FREDRIC H. GOULD GROUP MEMBERS: GOULD INVESTORS L.P. GROUP MEMBERS: MARSHALL ROSE GROUP MEMBERS: ONE LIBERTY PROPERTIES INC GROUP MEMBERS: ONE LIBERTY PROPERTIES, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BRT REALTY TRUST CENTRAL INDEX KEY: 0000014846 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 132755856 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-09293 FILM NUMBER: 96599116 BUSINESS ADDRESS: STREET 1: 60 CUTTER MILL RD STREET 2: SUITE 303 CITY: GREAT NECK STATE: NY ZIP: 11021-3190 BUSINESS PHONE: 5164663100 FORMER COMPANY: FORMER CONFORMED NAME: BERG ENTERPRISES REALTY GROUP DATE OF NAME CHANGE: 19750724 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ONE LIBERTY PROPERTIES INC CENTRAL INDEX KEY: 0000712770 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 133147497 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 60 CUTTER MILL RD STREET 2: SUITE 303 CITY: GREAT NECK STATE: NY ZIP: 11021-3190 BUSINESS PHONE: 5164663100 MAIL ADDRESS: STREET 1: 60 CUTTER MILL ROAD STREET 2: SUITE 303 CITY: GREAT NECK STATE: NY ZIP: 11021-3190 FORMER COMPANY: FORMER CONFORMED NAME: ONE LIBERTY FIRESTONE PROPERTIES INC DATE OF NAME CHANGE: 19851112 SC 13D 1 SCHEDULE 13D Under the Securities Exchange Act of l934 (Amendment No. 3 )* BRT Realty Trust ________________________________________________________________ (Name of Issuer) Shares of Beneficial Interest, $3.00 Par Value ________________________________________________________________ (Title of Class of Securities) 055645-10-5 _______________________________________________________________ (CUSIP Number) Simeon Brinberg, Esq. 60 Cutter Mill Road, Great Neck, New York 11021 ________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) _______________________________________________________________ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule l3G to report the acquisition which is the subject of this Schedule l3D, and is filing this schedule because of Rule l3d-l(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: (l) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item l; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule l3d-7). NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule l3d-l(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. (Page l of 12 Pages) The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section l8 of the Securities Exchange Act of l934 ("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) (Page 2 of 12 Pages) Page 3 of Pages 12 _________________________________________________________________ l. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Fredric H. Gould - ###-##-#### _________________________________________________________________2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) _________________________________________________________________ 3. SEC USE ONLY _________________________________________________________________ 4. SOURCE OF FUNDS* 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 _________________________________________________________________ 7. SOLE VOTING POWER - 189,185 NUMBER OF _____________________________________________ SHARES 8. SHARED VOTING POWER - 1,921,748 BENEFICIALLY ____________________________________________ OWNED BY 9. SOLE DISPOSITIVE POWER - 189,185 EACH _____________________________________________ REPORTING 10. SHARED DISPOSITIVE POWER - 1,921,748 PERSON WITH _____________________________________________ _________________________________________________________________ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 2,110,933 _________________________________________________________________12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* _________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.05 _________________________________________________________________14. TYPE OF REPORTING PERSON* IN _________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of Pages 12 _________________________________________________________________ l. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Marshall Rose - ###-##-#### _________________________________________________________________2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) _________________________________________________________________ 3. SEC USE ONLY _________________________________________________________________ 4. SOURCE OF FUNDS* 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 _________________________________________________________________ 7. SOLE VOTING POWER - 274,279 NUMBER OF _____________________________________________ SHARES 8. SHARED VOTING POWER - 1,693,150 BENEFICIALLY ____________________________________________ OWNED BY 9. SOLE DISPOSITIVE POWER - 274,279 EACH _____________________________________________ REPORTING 10. SHARED DISPOSITIVE POWER - 1,693,150 PERSON WITH _____________________________________________ _________________________________________________________________ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 1,967,429 _________________________________________________________________12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* _________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.42 _________________________________________________________________14. TYPE OF REPORTING PERSON* IN Page 5 of 12 Pages _________________________________________________________________ l. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gould Investors L.P. - 11-276-3164 _________________________________________________________________2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (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 Delaware ________________________________________________________________ 7. SOLE VOTING POWER - 1,512,241 NUMBER OF _____________________________________________ SHARES 8. SHARED VOTING POWER BENEFICIALLY ____________________________________________ OWNED BY 9. SOLE DISPOSITIVE POWER - 1,512,241 EACH _____________________________________________ REPORTING 10. SHARED DISPOSITIVE POWER PERSON WITH _____________________________________________ _________________________________________________________________ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 1,512,241 _________________________________________________________________12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* _________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.23 _________________________________________________________________14. TYPE OF REPORTING PERSON* PN Page 6 of 12 Pages _________________________________________________________________ l. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON One Liberty Properties, Inc. - 13-314-7497 _________________________________________________________________2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) _________________________________________________________________ 3. SEC USE ONLY _________________________________________________________________ 4. SOURCE OF FUNDS* 00 _________________________________________________________________ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) _________________________________________________________________ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Maryland _________________________________________________________________ 7. SOLE VOTING POWER - 30,048 NUMBER OF _____________________________________________ SHARES 8. SHARED VOTING POWER - BENEFICIALLY ____________________________________________ OWNED BY 9. SOLE DISPOSITION POWER - 30,048 EACH _____________________________________________ REPORTING 10. SHARED DISPOSITION POWER - PERSON WITH _____________________________________________ _________________________________________________________________ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 30,048 _________________________________________________________________12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* _________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% _________________________________________________________________14. TYPE OF REPORTING PERSON* CO. _________________________________________________________________ Page 7 of 12 Pages This Amendment No. 3 amends and supplements the Schedule 13D dated September 21, 1993 ("Original 13D") jointly filed by One Liberty Properties, Inc. ("OLP"), Fredric H. Gould ("Gould") and Marshall Rose ("Rose"), as amended by Amendment No. 1 dated November 1, 1993 ("Amendment No. 1") and was joined in by Gould Investors L.P. ("GLP") by Amendment No. 2 dated January 31, 1996 (Amendment No. 2). GLP is a limited partnership, in which Gould and Rose are individual general partners and the principal executive officers of the corporate managing general partner. Gould is the sole shareholder of the corporate managing general partner of GLP. GLP owns 35.7% of the voting stock of OLP and Gould and Rose are Chairman and Vice Chairman, respectively, of OLP. GLP and OLP are affiliated entities and BRT Realty Trust ("BRT" or "Issuer") is also affiliated with GLP and OLP. Gould and Rose are Chairman (and Chief Executive Officer) and a Trustee (formerly Vice Chairman), respectively, of BRT. Except as reported herein, there has been no change in the information contained in the Original 13D, as amended to date. Item 2. Identity and Background As to GLP, it is a Delaware limited partnership having its principal place of business at 60 Cutter Mill Road, Great Neck, New York 11021. It is engaged in the business of owning and operating income producing real estate and in investing in non-related real estate entities. The general partners of GLP are Gould, Rose and Georgetown Partners, Inc. Reference is made to Item 2 of the Original 13D for information with respect to Gould and Rose and with respect to Matthew Gould, Israel Rosenzweig, Nathan Kupin, David W. Kalish, Jeffrey A. Gould and Simeon Brinberg, who are executive officers of Georgetown Partners, Inc. As to changes in the Item 2 information, Mr. Rosenzweig has not been Chief Executive Officer of BRT since November 1994, although he remained President until March 1996. Gould, who had been Chairman of the Board of Trustees, became Chairman of the Board and Chief Executive Officer of the Issuer in November 1994. Since November 1994 Mr. Rosenzweig has been Executive Vice President of Bankers Federal Savings & Loan Association FSB. In March 1996 Mr. Rosenzweig became Vice Chairman of the Board of BRT and Jeffrey Gould was elected President and Chief Operating Officer of BRT. Page 8 of 12 Pages Item 3. Source and Amount of Funds or Other Consideration Since Amendment No. 2 GLP has acquired 68,175 Beneficial Shares of BRT from unrelated parties and converted 1,030,000 shares of preferred stock into 1,030,000 Beneficial Shares. The funds for the purchase of the 68,175 shares was derived from GLP's working capital, which includes a margin credit facility of $5,000,000 from Smith Barney Shearson secured by shares of North Fork Bank beneficially owned by GLP. Item 5. Interest in Securities of the Issuer (a) As of July 15, 1996 BRT had 8,774,324 Beneficial Shares outstanding. In addition, 53,000 Beneficial Shares are reserved for issuance pursuant to outstanding stock options, of which 14,000 are presently exercisable. GLP owns as of July 15, 1996 1,512,241 Beneficial Shares, or 17.23% of the outstanding Beneficial Shares of BRT. (b) With respect to Fredric H. Gould, the total number of Beneficial Shares owned by Mr. Gould is 2,110,933 shares, representing 24.05% of the outstanding Beneficial Shares. Mr. Gould owns directly 189,185 shares as to which he has sole voting and dispositive power. The following sets forth the number of Beneficial Shares which Mr. Gould may be deemed to beneficially own and the nature of the voting and dispositive power: REGISTERED NUMBER OF SHARES/ TYPE OF VOTING AND OWNER PERCENTAGE OF SHARES DISPOSITIVE POWER One Liberty Properties, Inc. 30,048/less than 1% Shared (1) The Georgetown Group, Inc. 4,790/less than 1% Shared (2) Gould Investors L.P. 1,512,241/17.23% Shared (3) 130 Store Company 18,988/less than 1% Shared (4) Georgetown Investment Company 41,456/less than 1% Shared (5) REIT Management Corp. Page 9 of 12 Pages Pension & Profit Sharing Trusts 263,546/3.00% Shared (6) BRT Realty Trust Pension Trust 15,915/less than 1% Shared (7) Trust for the Benefit of Relatives 34,762/less than 1% Shared (8) The above does not include 25,565 Beneficial Shares owned by Gould's wife, as to which shares Gould disclaims beneficial ownership and Mrs. Gould has sole voting and dispositive power. As to Marshall Rose the total number of Beneficial Shares owned by him is 1,967,429 Beneficial Shares, or 22.42% of the outstanding Beneficial Shares. Rose owns 169,715 Beneficial Shares as to which he has sole voting and dispositive power. The following sets forth the number of Beneficial Shares which Rose may be deemed to beneficially own and the nature of the voting and dispositive power: REGISTERED NUMBER OF SHARES/ TYPE OF VOTING AND OWNER PERCENTAGE OF SHARES DISPOSITIVE POWER One Liberty Properties, Inc. 30,048/less than 1% Shared (1) The Georgetown Group, Inc. 4,790/less than 1% Shared (2) Marshall & Jill Rose Foundation, Inc. 8,644/less than 1% Shared (9) Gould Investors L.P. 1,512,241/17.23% Shared (3) 130 Store Company 18,988/less than 1% Shared (4) Georgetown Investment Company 41,456/less than 1% Shared (5) Trustee for the benefit of various persons 61,302/less than 1% Sole (10) Georgetown Group Profit Sharing Plan 76,983/less than 1% Shared (11) Jill Rose and Jill Rose, as trustee 43,262/less than 1% Sole (12) Page 10 of 12 Pages (1) Gould is Chairman of the Board of OLP. Rose is Vice Chairman of the Board. GLP owns 35.7% of the voting power of OLP. Gould and Rose are General Partners of GLP and President and Chairman, respectively, of Georgetown Partners, Inc., managing general partner of GLP. Gould is the sole shareholder of Georgetown Partners, Inc. (2) Gould and Rose are executive officers of The Georgetown Group, Inc. and Rose is a director and shareholder. (3) Gould and Rose are the General Partners of GLP and executive officers of the managing general partner. See note (1) above. (4) Gould and Rose are partners of the 130 Store Company. (5) Gould and Rose are partners in Georgetown Investment Company. (6) Gould is a trustee of the REIT Management Corp. Pension and Profit Sharing Trusts. (7) Gould is one of the trustees of the BRT Realty Trust Pension Trust. (8) Gould is co-trustee of trusts established for the benefit of his brother's children. (9) Rose is a trustee of the Foundation. (10) Rose is sole trustee of this Trust. (11) Rose is a trustee of the Georgetown Group Profit Sharing Plan. (12) 1600 Beneficial Shares are owned of record by Rose's wife and 41,662 shares by Rose's wife as trustee for her children. Mrs. Rose is deceased and probate of her last will and testament is pending. Rose is designated executor and accordingly he, at present time, has sole voting and dispositive power over these shares. (c) The transactions effected in Beneficial Shares of BRT during the past 60 days is as follows: 1. On July 2, 1996 GLP converted 1,030,000 shares convertible preferred stock into 1,030,000 Beneficial Shares. The conversion was made in accordance with BRT's governing instruments. 2. GLP purchased Beneficial Shares of BRT within the past 60 days as follows: Page 11 of 12 Pages Amount of Beneficial Price Date Shares Purchased Per Share 4/18/96 223* 4.375 5/15/96 1,400 4.50 5/16/96 8,600 4.50 5/20/96 12,400 4.50 5/21/96 1,600 4.50 5/22/96 400 4.50 6/6/96 3,500 4.625 6/6/96 52* 4.50 All transactions were effected in regular way transactions over the facilities of the New York Stock Exchange except for those marked with an asterisk(*). The transactions marked with an asterisk were purchased in private transactions. Item 7. Materials to be filed as Exhibits Agreement to file single statement. (Filed with Amendment No.2). Page 12 of 12 Pages 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: July 25, 1996 GOULD INVESTORS L.P. By s/ Fredric H. Gould, Partner ONE LIBERTY PROPERTIES, INC. By s/ Matthew Gould, President s/ Marshall Rose s/ Fredric H. Gould -----END PRIVACY-ENHANCED MESSAGE-----