-----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, ONlbZXU0hxuATcX0ndENvv0H16p8OCxg+ayVhvE5pxO4kro/uaMupgBEqvgGn/eq tMZoKBKTAI3yViWh4HJz+w== 0000014846-97-000011.txt : 19970604 0000014846-97-000011.hdr.sgml : 19970604 ACCESSION NUMBER: 0000014846-97-000011 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970603 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TAPPAN ZEE FINANCIAL INC CENTRAL INDEX KEY: 0000947460 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 133840352 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-46497 FILM NUMBER: 97618682 BUSINESS ADDRESS: STREET 1: 75 NORTH BROADWAY STREET 2: C/O TARRYTOWNS BANK CITY: TARRYTOWN STATE: NY ZIP: 10591 BUSINESS PHONE: 9146310344 MAIL ADDRESS: STREET 1: 75 NORTH BROADWAY STREET 2: C/O TARRYTOWNS BANK CITY: TARRYTOWN STATE: NY ZIP: 10591 FILED BY: 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 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 SC 13D 1 Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of l934 Tappan Zee Financial, Inc. ________________________________________________________________ (Name of Issuer) Common Stock, $.01 par value ________________________________________________________________ (Title of Class of Securities) 876067109 _______________________________________________________________ Simeon Brinberg (CUSIP Number) 60 Cutter Mill Road, Great Neck, New York 11021 516-466-3100 ________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) ____________________May 28, 1997_________________________________ (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 / /. 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. Page 1 of 11 Pages Cusip No. 876067109 _________________________________________________________________ l. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BRT Realty Trust - 13-2755856 _________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (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 Massachusetts _________________________________________________________________ 7. SOLE VOTING POWER - 106,950 NUMBER OF _____________________________________________ SHARES 8. SHARED VOTING POWER - 106,950 BENEFICIALLY ____________________________________________ OWNED BY 9. SOLE DISPOSITIVE POWER - EACH _____________________________________________ REPORTING 10. SHARED DISPOSITIVE POWER - PERSON WITH _____________________________________________ _________________________________________________________________ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 106,950 _________________________________________________________________ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* _________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.95 _________________________________________________________________ 14. TYPE OF REPORTING PERSON* OO _________________________________________________________________ Page 2 of 11 Pages Item. 1 Security and Issuer. This statement relates to Common Stock, $.01 par value (the "Common Stock") of Tappan Zee Financial, Inc., a Delaware Corporation (the "Company"). The address of the principal executive offices of the Company is 75 North Broadway, Tarrytown, New York, 10591-0187. Item 2. Identity and Background (a) This statement is filed by BRT Realty Trust, a business trust organized under Massachusetts law (the "Trust" or "BRT"). (b) The address of BRT's principal business and principal office is 60 Cutter Mill Road, Suite 303, Great Neck, New York 11021. (c) BRT is a real estate investment trust; its primary business is short term senior and junior lending secured by income producing real property; it also owns real property taken back in foreclosure or acquired by deed in lieu of foreclosure. Item 2 information with respect to the officers and Trustees of BRT is set forth on Attachment A, which is incorporated herein by reference. (d)-(e) During the last five years neither BRT nor any of its officers or Trustees has (i) been convicted in a criminal proceed ing (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administra tive body of competent jurisdiction and as a result of such proceedings 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) all of BRT's officers and trustees are citizens of the United States of America. BRT is organized under Massachusetts Law. Item 3. Source and Amount of Funds or Other Consideration As of the date hereof, BRT has acquired a total of 106,950 shares of Common Stock of the Company at a net aggregate cost of $1,459,843.69 or $13.65 per share. BRT initially acquired 145,600 shares of Common Stock of the Company from Gould Investors L.P. (the "Partnership"), an affiliated entity, on August 15, 1996. BRT sold 68,650 shares in August and September, 1996, and after such sales it remained with 76,950 shares of the Company's Common Stock. On May 28, 1997 BRT acquired 30,000 shares bringing its total holdings to 106,950 shares. Initially, BRT acquired the shares of Common Stock from the Partnership at the Partnership's cost and paid for the shares by delivering a promissory note to the Partnership for $1,793,599.69. Page 3 of 11 Pages The note was paid down by $826,504 to $967,096 in August and September 1996. The balance of $967,096 was paid in full from BRT's working capital on November 14, 1996. The $492,750 to acquire the 30,000 shares was derived from BRT's working capital. It should be noted that on October 17, 1996 BRT entered into a $25 million revolving credit agreement ("Credit Agreement") with CS First Boston Mortgage Capital Corp. ("First Boston"). The Credit Agreement will mature on October 17, 1998 with the right for the Trust to extend the Credit Agreement for two additional six month periods. Interest is charged on the outstanding principal balance at the lower of LIBOR plus 3% or the prime lending rate plus 1%, adjusted monthly. As collateral for advances made by First Boston under the Credit Agreement, the Trust has pledged certain mortgages receivable and real estate owned, and the stock of all but two of its subsidiaries. At the date hereof $ zero is outstanding under the Credit Agreement. Funds may be taken down under the Credit Agreement to purchase shares of the Company's Common Stock. Item 4. Purpose of the Transaction BRT has acquired the shares of the Company as an investment. BRT, subject to availability of stock of the Company at prices deemed favorable by BRT and BRT's continuing evaluation of the Company, may purchase additional shares of the Company's Common Stock in the open market or in privately negotiated transactions. BRT may also in the future determine to sell all or a portion of the shares of Common Stock of the Company owned by it. Except as described in this Statement, BRT does not have any present plans or proposals that relate to or would result in: (a) the acquisition by any person of additional shares of Common Stock of the Company or the disposition of any shares of Common Stock of the Company, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of the assets of the Company or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Company, including any plans or proposals to change the number or term of Directors or to fill any vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition or control of the Company by any person; (h) causing a class of securities of the Company to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termina tion of registration pursuant to Section 12(g)4 of the Securities Exchange Act; or (j) any action similar to any of those enumerated Pages above. Page 4 of 11 Pages BRT will continue to evaluate its investment in the Company and may in the future, if it deems it to be in its best interest, revise its plans with respect to the Company. Item 5. Interest in Securities of the Issuer (a) BRT owns, as of this date, 106,950 shares of Common Stock of the Company, constituting approximately 6.95% of the 1,539,062 shares of Common Stock outstanding at December 31, 1996 (as set forth in the Company's Form 10-Q for the quarter ended December 31, 1996). (b) BRT has sole voting and dispositive power with respect to the 106,950 shares of Common Stock it beneficially owns. (c) BRT acquired 145,600 shares of Common Stock of the Company from the Partnership on August 15, 1996 for an aggregate consider ation of $1,793,599.69. In August and September, 1996 it sold 68,650 shares for an aggregate consideration of $826,504 leaving it with 76,950 shares at an investment of $967,096. On May 28, 1997 BRT purchased in an open market purchase 30,000 shares of the Company's Common Stock for a consideration of $492,750 or $16.375 per share. Accordingly, BRT now holds 106,950 shares of Common Stock of the Company for a total net consideration of $1,459,844 or $13.65 per share. Except as set forth herein, neither BRT nor any of its officers or trustees (i) owns or has any right to acquire, directly or indirectly, any shares of Common Stock of the Company; or (ii) has in the past sixty days effected any transactions in shares of Common Stock of the Company. (d) Not applicable (e) Not applicable Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer There are no contracts, arrangements, understandings or relation ships (legal or otherwise) among any of the persons listed in Item 2 and between such persons and any other person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies. Item 7. Material to be filed as Exhibits. None. Page 5 of 11 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: June 2, 1997 BRT REALTY TRUST By:/s Jeffrey A. Gould ------------------- Jeffrey A. Gould President and Chief Operating Officer Page 6 of 11 Pages ATTACHMENT A Item 2. Identity and Background Officers and Trustees of BRT Realty Trust Name Position Principal Occupation and Address Fredric H. Gould Chairman of the Chairman of the Board and Chief Board and Chief Executive Officer Executive Officer of BRT Realty Trust ("BRT"); General Partner of Gould Investors L.P. ("Partnership") and Vice Chairman of Georgetown Partners, Inc. ("Georgetown"); managing general partner of the Partnership; Chairman of the Board of One Liberty Properties, Inc.("One Liberty"); President of REIT Management Corp. advisor to BRT ("REIT"); Real Estate Investor- all located at 60 Cutter Mill Road, Great Neck, NY 11021. Jeffrey A. Gould President and President and Chief Chief Operating Operating Officer of Officer BRT; Vice President of One Liberty; located at 60 Cutter Mill Road, Great Neck, NY 11021. Page 7 of 11 Pages Officers and Trustees of BRT Realty Trust Name Position Principal Occupation and Address Simeon Brinberg Senior Vice Senior Vice President and President and Secretary Secretary of BRT; Vice President of One Liberty; Senior Vice President of Georgetown; all located at 60 Cutter Mill Road, Great Neck, NY 11021. David W. Kalish Vice President and Vice President and Chief Financial Chief Financial Officer Officer of BRT, One Liberty, Georgetown and REIT; all located at 60 Cutter Mill Road, Great Neck, NY 11021. Page 8 of 11 Pages Officers and Trustees of BRT Realty Trust Name Position Principal Occupation and Address Matthew J. Gould Vice President President and Chief Executive Officer of One Liberty; Vice President of BRT and REIT; President of Georgetown; all located at 60 Cutter Mill Road, Great Neck, NY 11021. Mark H. Lundy Vice President Vice President of BRT and Georgetown; Secretary of One Liberty; all located at 60 Cutter Mill Road, Great Neck, NY 11021. Seth D. Kobay Vice President Vice President and Treasurer of BRT and One Liberty; Vice President of Georgetown; all located at 60 Cutter Mill Road, Great Neck, NY 11021. Karen Till Vice President, Vice President, Financial Financial, BRT; located at 60 Cutter Mill Road, Great Neck, NY 11021. Page 9 of 11 Pages Officers and Trustees of BRT Realty Trust Name Position Principal Occupation and Address Marshall Rose Trustee General Partner of the Partnership; Chairman of the Board of Georgetown; Vice Chairman of the Board of One Liberty; all located at 60 Cutter Mill Road, Great Neck, NY 11021; President of Georgetown Equities, Inc. located at 667 Madison Avenue, New York, NY; Real Estate Investor and Consultant. Nathan Kupin Senior Vice Senior Vice President and President and Trustee Trustee of BRT; Senior Vice President of One Liberty; Vice Chairman of the Board of Georgetown; all located at 60 Cutter Mill Road, Great Neck, NY 11021. Patrick J. Callan Trustee Principal of The RREEF Funds, pension fund real estate investments, located at 55 East 52nd Street, New York, NY 10055. Arthur Hurand Trustee Private investor; located at G-4300 W. Pierson Road, Flint, Michigan 48504. Page 10 of 11 Pages Officers and Trustees of BRT Realty Trust Name Position Principal Occupation and Address Gary Hurand Trustee President of Down Donut Systems, Inc., located at G-4300 W. Pierson Road, Flint, Michigan 48504. Herbert C. Lust, II Trustee Private investor; located at 54 Porchuck Road, Greenwich, CT 06830 Page 11 of 11 Pages -----END PRIVACY-ENHANCED MESSAGE-----