-----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, SsQGMXKjuYYubSsO/WYuqKAj+MdSHgR8t15LUfBIQSHMSwrFPklFFKOiSI0zkJyX D+2Cz4Gbyitv16DbcM9i3A== 0000046618-95-000062.txt : 19951006 0000046618-95-000062.hdr.sgml : 19951006 ACCESSION NUMBER: 0000046618-95-000062 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951005 SROS: NYSE GROUP MEMBERS: HEINE SECURITIES CORP /ADV GROUP MEMBERS: MICHAEL F. PRICE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MORTGAGE & REALTY TRUST CENTRAL INDEX KEY: 0000079259 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 231862664 STATE OF INCORPORATION: MD FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-35039 FILM NUMBER: 95578761 BUSINESS ADDRESS: STREET 1: 8380 OLD YORK RD STE 300 CITY: ELKINS PARK STATE: PA ZIP: 19117 BUSINESS PHONE: 2158811525 FORMER COMPANY: FORMER CONFORMED NAME: PNB MORTGAGE & REALTY INVESTORS DATE OF NAME CHANGE: 19850102 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HEINE SECURITIES CORP /ADV CENTRAL INDEX KEY: 0000046618 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 132629452 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 51 JOHN F KENNEDY PKWY CITY: SHORT HILLS STATE: NJ ZIP: 07078 BUSINESS PHONE: 2019122088 FORMER COMPANY: FORMER CONFORMED NAME: HEINE SECURITIES CORP /ADV DATE OF NAME CHANGE: 19940202 SC 13D 1 MRT FORM 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* Mortgage and Realty Trust (Name of Issuer) Common Stock, $1.00 Par Value (Title of Class of Securities) 619088206 (CUSIP Number) Heine Securities Corporation, 51 John F. Kennedy Parkway Short Hills, NJ 07078 (201) 912-2152 ATTN: Bradley Takahashi (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 29, 1995 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box /__/. Check the following box if a fee is being paid with this statement [X]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.)(See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(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 the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on the following page(s)) Page 1 of 8 Pages CUSIP No. 619088206 13D Page 2 of 8 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Heine Securities Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* __ Not Applicable (a) /__/ (b) /__/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF, 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 NUMBER OF 7 SOLE VOTING POWER SHARES 5,611,049 (See Items 2 and 5) BENEFICIALLY 8 SHARED VOTING POWER OWNED BY None (See Items 2 and 5) EACH 9 SOLE DISPOSITIVE POWER REPORTING 5,611,049 (See Items 2 and 5) PERSON 10 SHARED DISPOSITIVE POWER WITH None (See Items 2 and 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,611,049 (See Items 2 and 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /__/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 49.98% 12 TYPE OF REPORTING PERSON* IA CUSIP No. 619088206 13D Page 3 of 8 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Michael F. Price 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* __ Not Applicable (a) /__/ (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 UNITED STATES NUMBER OF 7 SOLE VOTING POWER SHARES NONE (See Items 2 and 5) BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 5,611,049 (See Items 2 and 5) EACH 9 SOLE DISPOSITIVE POWER REPORTING NONE (See Items 2 and 5) PERSON 10 SHARED DISPOSITIVE POWER WITH 5,611,049 (See Items 2 and 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,611,049 (See Items 2 and 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /__/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 49.98% 12 TYPE OF REPORTING PERSON* IN Item 1. Security and Issuer The class of equity securities to which this Statement relates is the common stock, par value $1.00 per share (the "Common Stock") of Mortgage And Realty Trust, a Maryland real estate investment trust (the "Issuer") issued pursuant to the Prepackaged Plan of Reorganization of the Issuer (the "Plan") in the Issuer's proceedings under Chapter 11 of the Bankruptcy Code. The Issuer's principal executive offices are located at 8380 Old York Road, Suite 300, Elkins Park, PA 19027-1590. Item 2. Identity and Background (a-c) This Statement is being filed by Heine Securities Corporation ("HSC"), a Delaware corporation, whose principal and executive offices are located at 51 John F. Kennedy Parkway, Short Hills, New Jersey 07078. HSC is an investment adviser registered under the Investment Advisers Act of 1940. One or more of HSC's advisory clients is the legal owner of the securities covered by this statement. Pursuant to investment advisory agreements with its advisory clients, HSC has sole investment discretion and voting authority with respect to such securities. This Statement is also being filed by Michael F. Price. Michael F. Price is President of HSC, in which capacity he exercises voting control and dispositive power over the securities reported herein by HSC. Mr. Price, therefore, may be deemed to have indirect beneficial ownership over such securities. Neither Mr. Price nor HSC has any interest in dividends or proceeds from the sale of such securities, owns no shares for his or its own account and disclaims beneficial ownership of all securities reported herein. The name, residence or business address, and the principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each executive officer and director and each controlling person, if any, of HSC is set forth in Exhibit A hereto. (d-e) During the last five years, neither HSC nor, to the best of the knowledge of HSC, any person listed in Exhibit A attached hereto (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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) To the best of HSC's knowledge, each of the individuals listed on Exhibit A attached hereto is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration Certain of HSC's advisory clients were the beneficial owners of Senior Secured Uncertificated Notes due 1995 (the "Notes"), the face amount of which aggregated approximately $149,137,656. Upon consummation of the Plan on September 29, 1995, holders of the Notes received, in addition to certain other distributions, approximately 37.55 shares of Common Stock for each $1,000 principal amount of Notes. The Notes held by HSC's advisory clients were acquired with funds of approximately $119,242,000 (including brokerage commissions); all of such funds were provided from working capital of HSC's respective advisory clients. Item 4. Purpose of Transaction (a) The securities covered by this Statement were acquired by HSC's advisory clients for the purpose of investment. Neither HSC nor any executive officer or director of HSC, has any present plans or intentions to acquire or dispose of any securities of the Issuer other than on behalf of its clients for the purpose of investment. In the future, HSC may decide to purchase on behalf of its advisory clients additional shares of the Common Stock, or sell all or part of its advisory clients' current holdings of the Common Stock. HSC's advisory clients reserve the right to exercise any and all of their respective rights as a stockholder of the Issuer in a manner consistent with their equity interests. (b) The Plan became effective on September 29, 1995. On that date, holders of Notes became entitled to receive their pro-rata shares of Common Stock. (c) Not applicable. (d) Jeffrey A. Altman, an employee of HSC, became a member of the Issuer's Board of Directors on September 29, 1995. (e) Neither HSC nor any executive officer or director of HSC is aware of any material change in the present capitalization or dividend policy of the Issuer other than as described in the Plan. (f) Not applicable. (g) Neither HSC nor any executive officer or director of HSC is aware of any changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person other than as described in the Plan. (h) No change is anticipated with respect to the continued listing of the Common Stock on the principal exchanges. (i) and (j) Not applicable. Item 5. Interest in Securities of the Issuer (a-b) As the holder of sole voting and investment power over the securities owned by its advisory clients, HSC (and therefore Mr. Price) may be deemed to be, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, the beneficial owner of approximately 5,611,049 shares of the Common Stock representing approximately 49.98% of the outstanding shares of the Issuer (based on the 11,227,000 shares issued and outstanding in accordance with the Plan. HSC has the sole power to vote or direct to vote, and the sole power to dispose or to direct the disposition of the shares of the Common Stock covered by this Statement. HSC and Mr. Price disclaim any economic interest or any beneficial ownership in the shares of the Common Stock covered by this Statement. (c) There were no transactions in shares of Common Stock in the last 60 days. (d) HSC's advisory clients have the right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale of, 5,611,049 shares of the Common Stock. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer The Issuer has agreed to nominate and elect to its Board of Directors a representative of HSC (see Item 4(d). Except as set forth herein, HSC nor, to the best of the knowledge of HSC, any of the persons named in Exhibit A hereto, has any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any securities, finders' fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. Item 7. Material To Be Filed As Exhibits Exhibit A Executive Officers and Directors of HSC Exhibit B Joint Filing Agreement Signatures After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: October 6, 1995 Michael F. Price President Heine Securities Corporation By:___________________________ Michael F. Price ___________________________ Michael F. Price EXHIBIT A EXECUTIVE OFFICERS AND DIRECTORS OF HEINE SECURITIES CORPORATION Name/Title/ Principal Business Citizenship Occupation Address Michael F. Price President and 51 J.F.K. Pkwy President/Director Director, Short Hills, NJ (U.S.) Mutual Series 07078 Fund Inc. Edward J. Bradley CFO and Treasurer, 51 J.F.K. Pkwy Treasurer and CFO Mutual Series Short Hills, NJ (U.S.) Fund Inc. 07078 Elizabeth N. Cohernour Sec'y/Gen. Counsel, 51 J.F.K. Pkwy Secretary Mutual Series Short Hills, NJ (U.S.) Fund Inc. 07078 EXHIBIT B JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of the attached statement on Schedule 13D and to all amendments to such statement and that such statement and all amendments to such statement is made on behalf of each of them. IN WITNESS WHEREOF, the undersigned hereby execute this agreement this 6th day of October, 1994. HEINE SECURITIES CORPORATION By:___________________________ Michael F. Price, President ___________________________ MICHAEL F. PRICE -----END PRIVACY-ENHANCED MESSAGE-----