-----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, RSCBc49CyfZ47uVOlB1D4sqiEeUMLVdciOCLVGcYlHukv/bohRd1cv6psS145jF9 /4u5xVRf6yvS0X2cpoYCbw== 0001193805-07-001829.txt : 20070706 0001193805-07-001829.hdr.sgml : 20070706 20070706151717 ACCESSION NUMBER: 0001193805-07-001829 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070706 DATE AS OF CHANGE: 20070706 GROUP MEMBERS: CHARLES FRISCHER GROUP MEMBERS: JON GOODMAN GROUP MEMBERS: STEVEN A. BERGER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000746514 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF APARTMENT BUILDINGS [6513] IRS NUMBER: 042619298 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53851 FILM NUMBER: 07967353 BUSINESS ADDRESS: STREET 1: 39 BRIGHTON AVE CITY: ALLSTON STATE: MA ZIP: 02134 BUSINESS PHONE: 6177830039 MAIL ADDRESS: STREET 1: 39 BRIGHTON AVE CITY: ALLSTON STATE: MA ZIP: 02134 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Frischer Charles CENTRAL INDEX KEY: 0001402258 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 212-508-9470 MAIL ADDRESS: STREET 1: C/O ZEPHYR MANAGEMENT STREET 2: 320 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 e602353_sc13da-nerealty.txt SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- SCHEDULE 13D under the Securities Exchange Act of 1934 (Amendment No. 1) ----------------------- NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP ------------------------------------------------- (Name of Issuer) Depositary Receipts ------------------- (Title of Class of Securities) 644206104 ---------------------- (CUSIP Number of Class of Securities) ----------------------- Charles L. Frischer 30 West 63rd Street Apt 12 New York, NY 10023 ---------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 5, 2007 ------------ (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 |_|. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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 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 next page(s)) Page 1 of 8 CUSIP NO. 644206104 13D Page 2 of 8 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Steven A. Berger I.R.S. I.D. No. - -------------------------------------------------------------------------------- 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(e) OF 2(f) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 28,147 ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY - 0 - OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 28,147 WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - 0 - - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,147 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 644206104 13D Page 3 of 8 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Charles Frischer I.R.S. I.D. No. - -------------------------------------------------------------------------------- 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(e) OF 2(f) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 52,096 ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY - 0 - OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 52,096 WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - 0 - - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 52,096 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 644206104 13D Page 4 of 8 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Jon Goodman I.R.S. I.D. No. - -------------------------------------------------------------------------------- 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(e) OF 2(f) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 1,000 ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY - 0 - OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 1,000 WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - 0 - - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 644206104 13D Page 5 of 8 Item 1. Security and Issuer This Amendment No. 1 amends certain information contained in the Schedule 13D filed jointly by Steven Berger, Charles Frischer and Jon Goodman with respect to its ownership interest New England Realty Associates Limited Partnership, a Massachusetts limited partnership (the "Issuer"), on June 14, 2007 (the "13D"). Capitalized terms used but not defined herein have the meanings ascribed to them in the 13D. Item 3. Source and Amount of Funds of Other Consideration. Item 3 is amended by adding the following: Steven Berger purchased 12,302 Depositary Receipts from June 21, 2007 through July 5, 2007 for an aggregate purchase price of $1,032,402. Mr. Berger used his personal funds to acquire these Depositary Receipts. Item 4. Purpose of Transaction. Item 4 is amended by adding the following: On July 5, 2007, Charles Frischer, on behalf of himself and the other Reporting Persons, sent a letter to the Issuer advising the Issuer that the consent being sought pursuant to the Issuer's Proxy Statement filed with the Securities and Exchange Commission on June 28, 2007 (the "Proxy Statement") pursuant to which the Issuer is seeking the consent of limited partners and depositary receipt holders of the Partnership (collectively, "Limited Partners") to the appointment of three individuals to the Advisory Committee of the Issuer does not comply with the terms of the Second Amended and Restated Contract of Limited Partnership of the Issuer (the "Partnership Agreement"). In addition, the letter stated that Proxy Statement is significantly deficient in its disclosure regarding the consent being sought and that in light of the foregoing, the Reporting Persons demanded that, at a minimum, the Proxy Statement be modified to comply with the Partnership Agreement and applicable law. A copy of the letter is attached hereto as Exhibit 3 and incorporated by this reference. Item 5. Interest of Securities of the Issuer. Item 5 is amended as follows: (a) and (b) Beneficial ownership As of the date of this Amendment No. 1 to Schedule 13D, the Reporting Persons beneficially owned the respective numbers of Depositary Receipts set forth below. The percentages set forth below and on the cover pages hereto represent percentages of the outstanding Depositary Receipts based on a total of 1,323,766 Depositary Receipts outstanding at March 31, 2007 as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended March 31, 2007. CUSIP NO. 644206104 13D Page 6 of 8 Reporting Person Number of Depositary Receipts Percentage - ---------------- ----------------------------- ---------- Steven A. Berger 28,147 2.1% Charles Frischer 52,096 3.9% Jon Goodman 1,000 0.1% All Members of the Group 81,243 6.1% By virtue of their status as a "group" for purposes of Rule 13d-5, each of the Reporting Persons may be deemed to have shared voting and dispositive power over the Depositary Receipts owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of the Depositary Receipts owned by the other Reporting Persons. Steven A. Berger has sole voting power and sole investment power with respect to all of the 28,147 Depositary Receipts he beneficially owns. Charles Frischer has sole voting power and sole investment power with respect to all of the 52,096 Depositary Receipts he beneficially owns. Jon Goodman has sole voting power and sole investment power with respect to all of the 1,000 Depositary Receipts he beneficially owns. (c) Transactions during the past sixty days Information with respect to each of the Reporting Persons transactions effected during the past 60 days are set forth on Annex A hereto. (d) Right to receive dividends or proceeds Not applicable. (e) Beneficial ownership of less than five percent Not applicable. CUSIP NO. 644206104 13D Page 7 of 8 Item 7. Materials to be Filed as Exhibits. Item 7 is amended by adding the following: 3. Letter from Charles Frischer to the Issuer dated July 5, 2007 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. Pursuant to Rule 13d-1(k), this Schedule 13D is filed jointly on behalf of each of the Reporting Persons. Dated as of: July 6, 2007 /s/ Steven A. Berger --------------------------- Steven A. Berger /s/ Charles Frischer --------------------------- Charles Frischer /s/ Jon Goodman --------------------------- Jon Goodman Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). CUSIP NO. 644206104 13D Page 8 of 8 ANNEX A Schedule of Transactions in Depositary Receipts of the Issuer During the Past 60 Days Steven A. Berger ---------------- Date of Transaction Quantity Purchased(1) Price per Depositary Receipt(2) - ------------------- --------------------- ------------------------------- 5/07/2007 1000 $85.01 5/09/2007 400 $83.01 5/09/2007 200 $83.51 5/09/2007 300 $83.01 5/09/2007 500 $82.71 5/10/2007 300 $82.51 5/10/2007 600 $82,51 5/11/2007 200 $82.54 5/14/2007 500 $83.27 5/15/2007 400 $84.02 5/16/2007 500 $83.87 5/22/2007 500 $82.76 5/22/2007 500 $83.01 5/24/2007 300 $82.78 5/25/2007 500 $83.52 6/21/07 500 $81.77 6/28/07 100 $83.18 6/29/07 1,000 $84.01 7/02/07 6,100 $84.03 7/03/07 100 $84.38 7/05/07 4,502 $84.00 Charles Frischer ---------------- Date of Transaction Quantity Purchased(1) Price per Depositary Receipt(2) - ------------------- --------------------- ------------------------------- 6/13/2007 1,000 $77.00 6/13/2007 950 $76.50 Jon Goodman ----------- Date of Transaction Quantity Purchased(1) Price per Depositary Receipt(2) - ------------------- --------------------- ------------------------------- 5/09/2007 700 $83.00 (1) All purchases were effected through open market or privately negotiated transactions. (2) Inclusive of brokerage commissions EX-99.3 2 e602353_ex99-3.txt LETTER FROM CHARLES FRISCHER CHARLES FRISCHER 30 West 63rd Street Apt 12 New York, NY 10023 July 5, 2007 VIA FACSIMILE AND FEDERAL EXPRESS New England Realty Associates Limited Partnership 39 Brighton Avenue Allston, Massachusetts 02134 Attn: Ronald Brown President Dear Mr. Brown: Together with Mr. Steven Berger and Mr. Jon Goodman we collectively own 82,243 depositary receipts of New England Realty Associates Limited Partnership, a Massachusetts limited partnership (the "Partnership"). On behalf of myself and Messrs. Berger and Goodman, this letter is to advise you that the consent being sought pursuant to the Partnership's Proxy Statement filed with the Securities and Exchange Commission on June 28, 2007 (the "Proxy Statement") pursuant to which the Partnership is seeking the consent of limited partners and depositary receipt holders of the Partnership (collectively, "Limited Partners") to the appointment of three individuals to the Advisory Committee of the Partnership does not comply with the terms of the Second Amended and Restated Contract of Limited Partnership of the Partnership (the "Partnership Agreement"). In addition, the Proxy Statement is significantly deficient in its disclosure regarding the consent being sought. In light of the foregoing, we demand that, at a minimum, the Proxy Statement be modified to comply with the Partnership Agreement and applicable law. Let us explain: First , Section 14.11 of the Partnership Agreement provides "in the event of a vacancy in the membership of the Advisory Committee the remaining members thereof may elect a successor thereto, subject to the approval, within a period of sixty days after the date of the notices referred to hereinafter, of the holders of a majority of the Limited Partnership Units, voting thereon as a single class." The Proxy Statement does not provide for an appointee to fill a vacancy, which we note has existed for over three years with no effort on behalf of the Partnership to seek Limited Partner consent for a replacement as required by the terms of the Partnership Agreement, it seeks consent of Limited Partners to three persons for appointment to the Advisory Committee. To our knowledge, the two current Advisory Committee members have not resigned. One can only surmise, as the Proxy Statement is anything but clear on this point, that if all three nominees were to receive majority approval, then the nominee who receives the greatest votes would fill the vacancy and the other two would be in "reserve" to fill future vacancies. The Partnership Agreement does not provide New England Realty Associates Limited Partnership July 5, 2007 Page 2 for this "reserve" mechanism. Apparently, the inclusion of three persons as appointees in the Proxy Statement is an effort to confuse limited partners into thinking they are electing an entirely new Advisory Committee when, in fact, it is being done to line-up future appointees who can be appointed to the Advisory Committee at some time in the future when such person may or may not be suitable for replacement and without the consent of the then Limited Partners. Second, the members of the Advisory Committee are required to be limited partners who are not also general Partners or Affiliates. The Proxy Statement fails to disclose the ownership of each of Messrs. Nahigian and Nolan or their relationship, or lack thereof, with the General Partner. This is particularly important in light of the current Advisory Committee members' obvious failure to look out for the best interests of the Limited Partners. After all, the current Advisory Committee members, Messrs. Raffoul and DiGregorio, are also directors of the General Partner, they inexcusably allowed the vacancy on the Advisory Committee to exist for over three years, and their ownership in the Partnership is nominal. Which leads us to a corollary issue: how can the current members of the Advisory Committee qualify as Advisory Committee members? It seems logical to us that their position as directors of the General Partner, whose directors are not elected by the limited partners on an annual basis, creates an affiliation with the General Partner which is clearly not in the spirit of the intent of the Advisory Committee. Third, the Proxy Statement fails to provide a substantial amount of information required by Regulation 14A as well as information which is necessary for Limited Partners to make an informed decision. It is quite troubling that the General Partner continues to fail to take into consideration the rights and interests of Limited Partners. The Proxy Statement makes clear to us that the General Partner is seeking to stock the Advisory Committee with its cronies for years to come and continues to view the Limited Partners, the true owners of the Partnership, as a nuisance only to be dealt with when they must and then in a way contrary to the Partnership Agreement and applicable law and in a manner to further seek to disenfranchise both current and future Limited Partners. We trust that you will revise the Proxy Statement to conform with the terms of the Partnership Agreement and Regulation 14A and in accordance with the items highlighted above. We further demand that Limited Partners be provided with not less than 30 days from the date of the filing of the amendment to the Proxy Statement to elect to vote in favor of or against a single nominee for appointment to the Advisory Committee. Finally, demand is hereby made pursuant to Section 21 of the Massachusetts Uniform Limited Partnership Act for a list of all partners of the Partnership and true and full information regarding the state of business and financial condition of the Partnership. Please advise Charles Frischer at 212-508-9470 as to the date and time that inspection and copying of these materials can be made. New England Realty Associates Limited Partnership July 5, 2007 Page 3 If the Partnership fails to comply with the foregoing requests by July 12, 2007, we will be forced to take such actions as we deem appropriate to protect our rights as a Limited Partner and the rights of all other Limited Partners. Sincerely, Charles Frischer -----END PRIVACY-ENHANCED MESSAGE-----