SCHEDULE 13D Amendment No. 2

-----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, NysawtlpTtIeHnn4wmuGX64sj24XjcpUF9KJhFxeJav67uYPzb/l01j9TXYN1u7p lyj11rkVo3waKOlvl8QCxg== 0001193125-08-130341.txt : 20080609 0001193125-08-130341.hdr.sgml : 20080609 20080609154140 ACCESSION NUMBER: 0001193125-08-130341 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080609 DATE AS OF CHANGE: 20080609 GROUP MEMBERS: ROCA ADVISORS, L.P. GROUP MEMBERS: ROCA ADVISORS-GP, LLC SUBJECT COMPANY: 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39144 FILM NUMBER: 08888087 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROCA REAL ESTATE SECURITIES FUND L P CENTRAL INDEX KEY: 0001373881 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3501 JAMBOREE RD SUITE 500 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 9495092141 MAIL ADDRESS: STREET 1: 3501 JAMBOREE RD SUITE 500 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO. 2 SCHEDULE 13D Amendment No. 2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

One Liberty Properties, Inc.

(Name of Issuer)

Common Stock, $1.00 Par Value Per Share

(Title of Class of Securities)

682406103

(CUSIP Number)

Ray Wirta

ROCA Real Estate Securities Fund, L.P.

3501 Jamboree Road, Suite 500

Newport Beach, CA 92660

(949) 509-2141

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

with a copy to:

Gary J. Singer, Esq.

O’Melveny & Myers LLP

610 Newport Center Drive

Suite 1700

Newport Beach, California 92660-6429

(949) 760-9600

June 6, 2008

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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. See §240.13d-7 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 (the “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. 682406103		13D		Page 2 of 10 Pages


1	NAME OF REPORTING PERSON ROCA Real Estate Securities Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 587,235
		8 SHARED VOTING POWER None
		9 SOLE DISPOSITIVE POWER 587,235
		10 SHARED DISPOSITIVE POWER None


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 587,235
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 5.74% (1)
14	TYPE OF REPORTING PERSON PN

(1)

All percentage ownerships reported in this Schedule 13D are based on 10,225,479 shares of common stock issued and outstanding as of May 2, 2008, as reported by the Issuer (as defined below) in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008 filed with the Securities and Exchange Commission on May 9, 2008.


CUSIP No. 682406103		13D		Page 3 of 10 Pages


1	NAME OF REPORTING PERSON ROCA Advisors, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 587,235
		8 SHARED VOTING POWER None
		9 SOLE DISPOSITIVE POWER 587,235
		10 SHARED DISPOSITIVE POWER None


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 587,235
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 5.74% (1)
14	TYPE OF REPORTING PERSON PN

(1)


CUSIP No. 682406103		13D		Page 4 of 10 Pages


1	NAME OF REPORTING PERSON ROCA Advisors-GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 587,235
		8 SHARED VOTING POWER None
		9 SOLE DISPOSITIVE POWER 587,235
		10 SHARED DISPOSITIVE POWER None


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 587,235
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 5.74% (1)
14	TYPE OF REPORTING PERSON OO

(1)

Page 5 of 10 Pages

This Amendment No. 2 (the “Amendment”) amends and supplements the Statement on Schedule 13D filed on August 15, 2007, as amended by Amendment No. 1 to Schedule 13D filed on January 22, 2008, with the Securities and Exchange Commission (“SEC”) by and on behalf of (i) ROCA Real Estate Securities Fund, L.P., a Delaware limited partnership (“ROCA Real Estate Fund”), (ii) ROCA Advisors, L.P., a Delaware limited partnership and the sole general partner of ROCA Real Estate Fund (“ROCA Advisors-LP”), and (iii) ROCA Advisors-GP, LLC, a Delaware limited liability company and the sole general partner of ROCA Advisors-LP (“ROCA Advisors-GP”). ROCA Real Estate Fund, ROCA Advisors-LP and ROCA Advisors-GP are sometimes collectively referred to herein as the “Reporting Persons” and each of the Reporting Persons is sometimes referred to herein individually as a “Reporting Person.”

Item 1.

Security and Issuer.

This Amendment relates to the shares of common stock, par value $1.00 per share (the “Shares”), of One Liberty Properties, Inc., a Maryland corporation (the “Issuer”), and is filed to reflect information required by Rule 13d-2 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). The principal executive offices of the Issuer are located at 60 Cutter Mill Road, Great Neck, New York 11021.

Item 4.

Purpose of Transaction.

ROCA Real Estate Fund acquired the Shares reported herein with a view towards making a profit on its investment. In light of this investment objective, the Reporting Persons intend to consider appropriate methods of maximizing the value of the Shares.

Consistent with the investment intent, the Reporting Persons have (as described below) and may continue to (a) engage in communications with one or more shareholders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer regarding the Issuer, including but not limited to its operations, its capital structure, a potential sale or merger of the Issuer and/or other strategic alternatives; and (b) advocate one or more courses of action. Additionally, the Reporting Persons may acquire additional Shares or dispose of any or all of their Shares depending upon an ongoing evaluation of the investment in the Shares, prevailing market conditions, other investment opportunities, liquidity requirements and/or other investment considerations.

On June 6, 2008, ROCA Real Estate Fund submitted to the Issuer’s Chairman a letter, filed as Exhibit 3 hereto, discussing a meeting Ray Wirta, a limited partner of ROCA Real Estate Fund and managing member of ROCA Advisors-GP, LLC, had with the Issuer’s Chairman on April 1, 2008. The letter included a discussion of a number of what ROCA Real Estate Fund perceives to be significant issues concerning the Issuer’s business strategy and management.

In connection with the foregoing, and as may be appropriate from time to time depending on the course of discussions with the Issuer or other actions taken by the Issuer, the Reporting Persons will consider the feasibility and advisability of various alternative courses of action with respect to the investment, provided, however, that the Reporting Persons do not currently intend to engage in a control transaction or any contested solicitation for the election of directors of the Issuer.

Except to the extent the foregoing may be deemed a plan or proposal, neither of the Reporting Persons nor, to each Reporting Person’s knowledge, any person named on Schedule I, has any plans or proposals which relate to, or could result in, any of the matters specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

Page 6 of 10 Pages

Item 5.

Interest in Securities of the Issuer.

(a)-(b) ROCA Real Estate Fund beneficially owns 587,235 Shares, constituting approximately 5.74% of the Shares outstanding. The aggregate percentage of shares beneficially owned by ROCA Real Estate Fund is based on 10,225,479 shares of common stock issued and outstanding as of May 2, 2008, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008 filed with the SEC on May 9, 2008.

ROCA Real Estate Fund has the sole power to vote or direct the vote, or to dispose or direct the disposition of, the Shares. However, by virtue of being the general partner of ROCA Real Estate Fund, ROCA Advisors-LP may be deemed to be the beneficial owner of the Shares owned by ROCA Real Estate Fund and to have sole power over the voting and disposition of such Shares as a result of its having the sole power to make voting and disposition decisions on behalf of ROCA Real Estate Fund. In addition, by virtue of being the general partner of ROCA Advisors-LP, ROCA Advisors-GP may be deemed to be the beneficial owner of the Shares owned by ROCA Real Estate Fund and to have sole power over the voting and disposition of such Shares as a result of its having the sole power to make voting and disposition decisions on behalf of ROCA Advisors-LP.

Except as set forth in this Item 5, neither of the Reporting Persons nor, to each of the Reporting Person’s best knowledge, any person named on Schedule I beneficially owns any Shares.

(c) Except for the open market purchases of Shares by ROCA Real Estate Fund set forth on Schedule II attached hereto and incorporated herein by reference, there have been no transactions with respect to the Shares during the past sixty (60) days by the Reporting Persons or, to either Reporting Person’s knowledge, any of the persons named on Schedule I.

(d) Except as set forth in this Item 5, neither the Reporting Persons nor, to the best of each Reporting Person’s knowledge, any person named on Schedule I has the right to receive or power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.

(e) Not applicable.

Page 7 of 10 Pages

Item 7.

Materials to be Filed as Exhibits.


Exhibit Number		Exhibit Name

1.		Joint Filing Agreement, dated August 15, 2007, by and between ROCA Real Estate Securities Fund, L.P., ROCA Advisors, L.P. and ROCA Advisors-GP, LLC (incorporated herein by reference from Exhibit 1 to Schedule 13D relating to the common stock of the Issuer filed August 15, 2007 by the Reporting Persons with the SEC).

2.		Letter, dated January 18, 2008, from ROCA Real Estate Securities Fund, L.P. to Patrick J. Callan, Jr., President and Chief Executive Officer of One Liberty Properties, Inc. (incorporated herein by reference from Exhibit 2 to Schedule 13D/A (Amendment No. 1) relating to the common stock of the Issuer filed January 22, 2008 by the Reporting Persons with the SEC).

3.		Letter, dated June 6, 2008, from ROCA Real Estate Securities Fund L.P. to Frederic H. Gould, Chairman of One Liberty Properties, Inc.

Page 8 of 10 Pages

SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: June 9, 2008


ROCA Real Estate Securities Fund, L.P.

	By:	ROCA Advisors, L.P., its general partner

		By:	ROCA Advisors-GP, LLC, its general partner

			By:	/s/ Harold Hofer
				Name:	Harold Hofer
				Title:	Managing Member

ROCA Advisors, L.P.

	By:	ROCA Advisors-GP, LLC, its general partner

		By:	/s/ Harold Hofer
			Name:	Harold Hofer
			Title:	Managing Member

ROCA Advisors-GP, LLC

	By:	/s/ Harold Hofer
		Name:	Harold Hofer
		Title:	Managing Member

Page 9 of 10 Pages

SCHEDULE I

Set forth below is a list of the managers of the ROCA Advisors-GP, LLC setting forth the business address and present principal occupation or employment, and the name and address of any corporation or organization in which such employment is conducted, of each person.


Name	Business Address	Present Principal Occupation or Employment	Name & Address of Corporation or other Organization In Which Employed

Ricardo Koenigsberger	332 Westport Road Wilton, CT 06897	Managing Member and Investor of ROCA Advisors-GP, LLC	ROCA Management, LLC 332 Westport Road Wilton, CT 06897

Harold Hofer	3501 Jamboree Road Suite 500 Newport Beach, CA 92660	Managing Member and Investor of ROCA Advisors-GP, LLC	ROCA Management, LLC 3501 Jamboree Road Suite 500 Newport Beach, CA 92660

Ray Wirta	3501 Jamboree Road Suite 500 Newport Beach, CA 92660	Managing Member and Investor of ROCA Advisors-GP, LLC	ROCA Management, LLC 3501 Jamboree Road Suite 500 Newport Beach, CA 92660

ARCROCA, LLC	1650 Tysons Blvd. Suite 950 McLean, VA 22102	Investor of ARC Global Partners	ARC Global Partners 1650 Tysons Blvd. Suite 950 McLean, VA 22102

Page 10 of 10 Pages

SCHEDULE II

OPEN MARKET PURCHASES OF SHARES BY ROCA REAL ESTATE

SECURITIES FUND, L.P. DURING THE PAST 60 DAYS


Date	Number of Shares Purchased	Price Per Share ($)
April 24, 2008	600	$	16.18
April 25, 2008	500	$	16.20
May 8, 2008	21,800	$	16.16
May 9, 2008	1,100	$	16.18

EX-99.3 2 dex993.htm LETTER, DATED JUNE 6, 2008 Letter, dated June 6, 2008

EXHIBIT 3

June 6, 2008

Fredric H. Gould

Chairman

ONE LIBERTY PROPERTIES, INC.

60 Cutter Mill Road, Suite 303

Great Neck, NY 11021

Dear Fred:

As you know, the fund I represent, ROCA Real Estate Securities Fund, L.P., is one of your largest shareholders, owning over 5.7% of OLP’s common stock. ROCA has patiently accumulated its position over the last two years based on our belief that OLP’s business strategy was sound and its leadership team competent. However, my meeting with you on April 1 was extraordinarily disappointing, causing us to question both of those assumptions.

As to OLP’s business strategy, our attached letter sent on January 18, 2008, to which your CEO never responded, raised a number of legitimate questions and concerns regarding OLP’s business strategy given the precipitous drop in OLP’s stock price and the radically altered commercial real estate landscape in the U.S. Simply put, we think OLP is much too small to bear the overhead associated with being a public company. In addition, we believe that OLP’s overhead, even excluding public company costs, is much higher than it should be for a company that did not acquire any properties in 2007 and that, in our opinion, continues to maintain a passive portfolio of properties that should not require a large amount of management or administrative resources. For example, pursuant to OLP’s Form 10-K filed on March 13, 2008, in exchange for your service as a part-time officer of OLP, you received $250,000 in salary for 2007. Majestic Property Management Corp., a company wholly-owned by you, received approximately $2.3 million in fees in 2007. Payments to you and Majestic alone equaled 13.6% of OLP’s Funds From Operations, which totaled $18.65 million in 2007. We believe the overhead that OLP is forced to share with your other personal businesses and your excessive salary, further exacerbate OLP’s cost issues. Our view is that the best business strategy for OLP is to liquidate OLP’s portfolio of properties, distribute the cash and cease existing.

As to the competence of you and your management team, both are, in our minds, clearly in question. You opened our April 1st meeting, which I flew 2,500 miles to attend, by placing a tape recorder on the table and declaring, among other things:

Based on ROCA’s thoughtful letter suggesting changes in the company’s strategy that ROCA was now viewed as a “hostile” investor; and

That ROCA had traded on insider information; a comment which has no basis.

Let me first make clear that ROCA does not desire to be a “hostile” investor but it is certainly a concerned investor. When I asked you a simple question about business operations, I was told that any information requested could be found in OLP’s public filings. That was it; our meeting was over in five minutes. Fred, outside investors own close to 78% of OLP and OLP insiders own 22%. We believe that you run the company like a private fiefdom with rampant and readily apparent conflicts of interest. With my 40 plus years in commercial real estate and experience as the CEO of four public companies, I can assure you that public company governance standards are appreciably higher today than in the past. In our view, the times when company founders could treat stockholders with your imperious style are-thankfully-long gone. We believe it is time for you to deal with today’s reality and pursue the liquidation of the company.

/s/ Ray Wirta

Ray Wirta

ROCA Real Estate Securities Fund, L.P.

Attachment

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