-----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, T+uj0Ov6awd6+6LO7145u8OcdNQUJoIgvzQR9qdNOvtTLNuu6OPox6ig00E9mx9t dSIOrOAYTzgwcKr0gVgDAA== 0000950123-96-000585.txt : 19960216 0000950123-96-000585.hdr.sgml : 19960216 ACCESSION NUMBER: 0000950123-96-000585 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960214 SROS: AMEX GROUP MEMBERS: ANGELO GORDON & GO LP GROUP MEMBERS: JOHN M. ANGELO GROUP MEMBERS: MICHAEL L. GORDON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VALUE PROPERTY 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-35039 FILM NUMBER: 96517883 BUSINESS ADDRESS: STREET 1: 120 ALBANY STREET STREET 2: 8TH FLOOR CITY: NEW BRUNSWICK STATE: NJ ZIP: 08901- BUSINESS PHONE: 9082963080 FORMER COMPANY: FORMER CONFORMED NAME: MORTGAGE & REALTY TRUST DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: PNB MORTGAGE & REALTY INVESTORS DATE OF NAME CHANGE: 19850102 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ANGELO GORDON & GO LP CENTRAL INDEX KEY: 0000937789 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133478879 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 212-692-2040 MAIL ADDRESS: STREET 1: 245 PARK AVENUE 26TH FL CITY: NEW YORK STATE: NY ZIP: 10167 SC 13G 1 SCHEDULE 13G 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ___)* VALUE PROPERTY TRUST --------------------------------- (Name of Issuer) Common Stock, $1.00 Par Value --------------------------------- (Title of Class of Securities) 919904102 --------------------- (CUSIP Number) Check the following box if a fee is being paid with the statement /x/ . (A fee is not required only if the reporting 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) 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 ("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 page(s) Page 1 of 11 Pages Exhibit Index: 9 2 SCHEDULE 13G CUSIP NO. 919904102 PAGE 2 OF 11 PAGES 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person ANGELO, GORDON & CO., L.P. 2 Check the Appropriate Box If a Member of a Group* a. / / b. / / 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 1,167,631 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 1,167,631 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,167,631 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* / / 11 Percent of Class Represented By Amount in Row (9) 10.4% 12 Type of Reporting Person* BD, IA, PN 3 SCHEDULE 13G CUSIP NO. 919904102 PAGE 3 OF 11 PAGES 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person JOHN M. ANGELO 2 Check the Appropriate Box If a Member of a Group* a. / / b. / / 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 1,167,631 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 1,167,631 9 Aggregate Amount Beneficially Owned by Each Reporting Person 0 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* / / 11 Percent of Class Represented By Amount in Row (9) 0.0% 12 Type of Reporting Person* IN, HC 4 SCHEDULE 13G CUSIP NO. 919904102 PAGE 4 OF 11 PAGES 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person MICHAEL L. GORDON 2 Check the Appropriate Box If a Member of a Group* a. / / b. / / 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 1,167,631 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 1,167,631 9 Aggregate Amount Beneficially Owned by Each Reporting Person 0 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* / / 11 Percent of Class Represented By Amount in Row (9) 0.0% 12 Type of Reporting Person* IN, HC 5 Page 5 Item 1(a) NAME OF ISSUER: Value Property Trust (the "Issuer"). Item 1(b) ADDRESS OF THE ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 120 Albany Street, 8th Floor, New Brunswick, New Jersey 08901. Item 2(a) NAME OF PERSON FILING: This statement is filed on behalf of the following reporting persons (the "Reporting Persons"): (i) Angelo, Gordon & Co., L.P. ("Angelo, Gordon"), (ii) John M. Angelo, in his capacities as a general partner of AG Partners, L.P., the sole general partner of Angelo, Gordon, and the chief executive officer of Angelo, Gordon and (iii) Michael L. Gordon, in his capacities as the other general partner of AG Partners, L.P., the sole general partner of Angelo, Gordon, and the chief operating officer of Angelo, Gordon. Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: (i) The principal business office of Angelo, Gordon is located at 245 Park Avenue, New York, New York 10167. (ii) The address of the principal business office of Mr. Angelo is 245 Park Avenue, New York, New York 10167. (iii) The address of the principal business office of Mr. Gordon is 245 Park Avenue, New York, New York 10167. Item 2(c) CITIZENSHIP: (i) Angelo, Gordon is a Delaware limited partnership. (ii) Mr. Angelo is a citizen of the United States. (iii) Mr. Gordon is a citizen of the United States. Item 2(d) TITLE OF CLASS OF SECURITIES: Common Stock, $1.00 par value (the "Shares"). Item 2(e) CUSIP NUMBER: 919904102 6 Page 6 Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(b), OR 13D-2(b), CHECK WHETHER THE PERSON FILING IS A: (i) Angelo, Gordon is a broker-dealer registered under Section 15 of the Act and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. (ii) Mr. Angelo is a "parent holding company". (iii) Mr. Gordon is a "parent holding company". Item 4. OWNERSHIP: (a) AMOUNT BENEFICIALLY OWNED: (i) As of November 30, 1995, Angelo, Gordon may be deemed to be the beneficial owner of 1,167,631 Shares as a result of voting and dispositive powers that it held with respect to the 209,273 Shares it held for its own account and 958,358 Shares held for the account of fourteen private investment funds for which it acts as general partner and/or investment adviser. (ii) Mr. Angelo may be considered a beneficial owner of the 1,167,631 Shares held by Angelo, Gordon referred to in paragraph (a)(i) above. Mr. Angelo is the chief executive officer of Angelo, Gordon and is a general partner of AG Partners, L.P., the sole general partner of Angelo, Gordon. (iii) Mr. Gordon may be considered a beneficial owner of the 1,167,631 Shares held by Angelo, Gordon referred to in paragraph (a)(i) above. Mr. Gordon is the chief operating officer of Angelo, Gordon and is the other general partner of AG Partners, L.P., the sole general partner of Angelo, Gordon. (b) PERCENT OF CLASS: The number of Shares beneficially owned by Angelo, Gordon constitute 10.4% of the total number of Shares outstanding. (c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
Angelo, Gordon Mr. Angelo Mr. Gordon -------------- ---------- ---------- (i) sole power to vote or to direct the vote: 1,167,631 0 0 (ii) shared power to vote or to direct the vote: 0 1,167,631 1,167,631 (iii) sole power to dispose or to direct the disposition of: 1,167,631 0 0 (iv) shared power to dispose or to direct the disposition of: 0 1,167,631 1,167,631
7 Page 7 Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: This Item 5 is not applicable. Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: The limited partners of (or investors in) each of fourteen funds for which Angelo, Gordon acts as general partner and/or investment adviser have the right to participate in the receipt of dividends from, or proceeds from the sale of, securities held by their respective funds (including the Shares) in accordance with their respective limited partnership interests (or investment percentages) in their respective funds. Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: See Exhibit B. Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: This Item 8 is not applicable. Item 9. NOTICE OF DISSOLUTION OF GROUP: This Item 9 is not applicable. Item 10. CERTIFICATION: By signing below each of the Reporting Persons certifies that, to the best of such person's knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. 8 Page 8 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: February 7, 1996 ANGELO, GORDON & CO., L.P. By: AG Partners, L.P. General Partner By: /s/ Michael L. Gordon ---------------------------------- Name: Michael L. Gordon Title: General Partner /s/ John M. Angelo --------------------------------------------- JOHN M. ANGELO /s/ Michael L. Gordon --------------------------------------------- MICHAEL L. GORDON 9 Page 9 EXHIBITS
PAGE ---- A. Joint Filing Agreement, dated February 7, 1996 by and among Angelo, Gordon & Co., L.P., Mr. John M. Angelo and Mr. Michael L. Gordon. . . . . . . . . . . . 10 B. Item 7 disclosure . . . . . . . . . . . . . . . . . . . . . . . . . 11
EX-99.A 2 JOINT FILING AGREEMENT DATED FEBRUARY 7, 1996 1 Page 10 EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Value Property Trust dated February 7, 1996 is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934. Dated: February 7, 1996 ANGELO, GORDON & CO., L.P. By: AG Partners, L.P. General Partner By: /s/ Michael L. Gordon ---------------------------------------- Name: Michael L. Gordon Title: General Partner /s/ John M. Angelo --------------------------------------------------- JOHN M. ANGELO /s/ Michael L. Gordon --------------------------------------------------- MICHAEL L. GORDON EX-99.B 3 ITEM 7 DISCLOSURE 1 Page 11 EXHIBIT B ITEM 7 Angelo, Gordon is the relevant subsidiary for which Mr. Angelo and Mr. Gordon may each be considered a "parent holding company." Angelo, Gordon is a broker-dealer registered under Section 15 of the Act and an investment adviser registered under the Investment Advisers Act of 1940. -----END PRIVACY-ENHANCED MESSAGE-----