SCHEDULE 13D
Under the Securities Exchange Act of l934
(Amendment No. 2 )*
BRT Realty Trust
________________________________________________________________
(Name of Issuer)
Shares of Beneficial Interest, $3.00 Par Value
________________________________________________________________
(Title of Class of Securities)
055645-10-5
_______________________________________________________________
Simeon Brinberg, Esq. (CUSIP Number)
60 Cutter Mill Road, Great Neck, New York 11021
________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
_______________________________________________________________
(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 / /.
Check the following box if a fee is being paid with the
statement /x/. (A fee is not required only if the reporting
person: (l) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item l; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule l3d-7).
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.
*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 l8
of the Securities Exchange Act of l934 ("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 pages)
(Page l of 13 Pages)
Page 2 of Pages 13
_________________________________________________________________
l. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fredric H. Gould
_________________________________________________________________2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x
(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
_________________________________________________________________
7. SOLE VOTING POWER - 119,185
NUMBER OF _____________________________________________
SHARES 8. SHARED VOTING POWER - 1,923,571
BENEFICIALLY ____________________________________________
OWNED BY 9. SOLE DISPOSITION POWER - 119,185
EACH _____________________________________________
REPORTING 10. SHARED DISPOSITION POWER - 1,923,571
PERSON WITH _____________________________________________
_________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 2,042,756
_________________________________________________________________12. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
_________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.17
_________________________________________________________________14. TYPE OF
REPORTING PERSON*
IN
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of Pages 13
_________________________________________________________________
l. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marshall Rose - ###-##-####
_________________________________________________________________2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x
(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
_________________________________________________________________
7. SOLE VOTING POWER - 99,715
NUMBER OF _____________________________________________
SHARES 8. SHARED VOTING POWER - 1,756,277
BENEFICIALLY ____________________________________________
OWNED BY 9. SOLE DISPOSITION POWER - 99,715
EACH _____________________________________________
REPORTING 10. SHARED DISPOSITION POWER - 1,756,277
PERSON WITH _____________________________________________
_________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 1,855,992
_________________________________________________________________12. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
_________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.03
_________________________________________________________________14. TYPE OF
REPORTING PERSON*
IN
_________________________________________________________________
Page 4 of 13 Pages
_________________________________________________________________
l. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gould Investors L.P.
_________________________________________________________________2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x
(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
Delaware
_________________________________________________________________
7. SOLE VOTING POWER - 1,444,066
NUMBER OF _____________________________________________
SHARES 8. SHARED VOTING POWER
BENEFICIALLY ____________________________________________
OWNED BY 9. SOLE DISPOSITION POWER - 1,444,066
EACH _____________________________________________
REPORTING 10. SHARED DISPOSITION POWER
PERSON WITH _____________________________________________
_________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 1,444,066
_________________________________________________________________12. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
_________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.37
_________________________________________________________________14. TYPE OF
REPORTING PERSON*
PN
_________________________________________________________________
<PAGE>
Page 5 of 13 Pages
_________________________________________________________________
l. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
One Liberty Properties, Inc. - 13-314-7497
_________________________________________________________________2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x
(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
Maryland
_________________________________________________________________
7. SOLE VOTING POWER
NUMBER OF _____________________________________________
SHARES 8. SHARED VOTING POWER - 30,048
BENEFICIALLY ____________________________________________
OWNED BY 9. SOLE DISPOSITION POWER
EACH _____________________________________________
REPORTING 10. SHARED DISPOSITION POWER - 30,048
PERSON WITH _____________________________________________
_________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 30,048
_________________________________________________________________12. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
_________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
_________________________________________________________________14. TYPE OF
REPORTING PERSON*
CO.
_________________________________________________________________
<PAGE>
Page 6 of 13 Pages
This statement amends and supplements the Schedule 13D dated
September 21, 1993 ("Original 13D") jointly filed by One Liberty
Properties, Inc. ("OLP") Fredric H. Gould ("Gould") and Marshall
Rose ("Rose"), as amended by Amendment No. 1 dated November 1,
1993 ("Amendment No. 1") and is joined in by Gould Investors L.P.
("GLP"), a limited partnership, in which Gould and Rose are
individual general partners and the principal executive officers
of the corporate managing general partner. Gould is the sole
shareholder of the corporate managing general partner of GLP.
GLP owns 39.3% of the voting stock of OLP and Gould and Rose are
Chairman and Vice Chairman, respectively, of OLP. GLP and OLP
are affiliated entities and BRT Realty Trust ("BRT" or "Issuer")
is also affiliated with GLP and OLP. Gould and Rose are Chairman
(and Chief Executive Officer) and Vice Chairman, respectively of
BRT.
In Amendment No. 1 OLP is reflected as holding sole voting and
dispositive power with respect to 1,233,767 shares including
1,030,000 shares of Preferred Stock and 203,787 shares of
Beneficial Interest. On January 19, 1995 OLP transferred all the
Preferred shares and 173,719 Beneficial shares to GLP in a
private transaction in exchange for real estate assets. Since
Gould and Rose are in a "control relationship" as to all
entities, there were no changes in control, but a transfer of
shares between entities controlled by Gould and Rose.
Since Amendment No. 1 there have been no changes in Gould's
ownership in BRT as reflected in Item 4 of Amendment No. 1 except
for (a) a reduction in the number of shares held by OLP and an
increase in the number of shares held by GLP as reported above,
(b) the dissolution of GP Partners Inc., formerly a partner of
GLP, and the transfer of 75,802 shares to each of Gould and Rose,
(c) the amalgamation of two pension trusts resulting in 9,214
shares being transferred from the Gould Capital Corp. Pension &
Profit Trusts to the REIT Management Corp. Pension & Profit
Sharing Trusts.
Since Amendment No. 1 there have been no changes in Rose's
ownership in BRT as reflected in Item 4 of Amendment No. 1 except
(a) 15,512 shares were rolled over by Rose into a Keogh Account
from a profit sharing trust, (b) 13,092 shares were transferred
to the settlor of a trust in which Rose is trustee; (c) the trust
referred to in (b) subsequently acquired 2,580 shares, (d) the
receipt by Rose of 75,802 shares in the dissolution of GP
Partners, Inc. and (e) Rose withdrew as a trustee of the REIT
Management Corp. Pension and Profit Sharing Trust and therefore
Rose no longer shares voting or dispositive power with respect to
shares owned by such Pension and Profit Sharing Trust.
Page 7 of 13 Pages
Item 2. Identity and Background
As to GLP, it is a Delaware limited partnership having its
principal place of business at 60 Cutter Mill Road, Great Neck,
New York 11021. It is engaged in the business of owning and
operating income producing real estate and in investing in
non-related real estate entities.
The general partners of GLP are Gould, Rose and Georgetown
Partners, Inc. Reference is made to Item 2 of Original 13D for
information with respect to Gould and Rose and with respect to
Matthew Gould, Israel Rosenzweig, Nathan Kupin, David W. Kalish,
Jeffrey A. Gould and Simeon Brinberg, who are executive officers
of Georgetown Partners, Inc. As to changes in the Item 2
information, Mr. Rosenzweig has not been Chief Executive Officer
of BRT since November 1994, although he is still President, Gould
became Chief Executive Officer of the Issuer in November 1994,
and since November 1994 Mr. Rosenzweig has been Executive Vice
President of Bankers Federal Savings & Loan Association FSB.
During the last five years neither GLP nor any of its partners
nor any of the officers nor directors of its corporate managing
general partner has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or have
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 a
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.
Each of the individuals listed in Item 2 is a citizen of the
United States.
Item 3. Source and Amount of Funds or
Other Consideration
On January 19, 1995 GLP acquired 1,444,066 shares of BRT
(1,030,000 of preferred stock and 173,719 shares of beneficial
interest) in exchange for real estate assets conveyed to OLP.
There was no "cash" involved in the transaction. After the
transaction GLP owned 240,347 shares of beneficial shares.
Item 4. Purpose of Transaction
By virtue of their positions with BRT and GLP, Gould and Rose and
entities affiliated with them, including GLP and OLP, may be
deemed to be in a control position vis-a-vis BRT.
Page 8 of 13 Pages
(a) GLP, Gould and/or Rose and entities affiliated with them may
from time to time acquire additional shares of the Issuer in
ordinary brokerage transactions or in private transactions.
(b) There are no extra-ordinary corporate transactions such as a
merger, reorganization or liquidation, involving BRT or any of
its subsidiaries which is either planned or proposed. There are
no plans or proposals to sell or transfer a material amount of
the assets of BRT or any of its subsidiaries. Real estate assets
of BRT are disposed of in the ordinary course of business.
(c) There are no plans or proposals to change the present Board
of Trustees or management of BRT or to change the number or term
of trustees or to fill any vacancies on the Board.
(d) There are no plans or proposals to make any material changes
in the present capitalization or dividend policy of BRT.
(e) There are no plans or proposals to make any other material
change in BRT's business or structure.
(f) There are no plans or proposals to change BRT's declaration
of trust or by-laws or any other action which may impede the
acquisition or control the BRT by any person.
(g) There are no plans or proposals to cause the beneficial
shares of BRT to be delisted from the New York Stock Exchange or
to cease to be authorized to be quoted in an inter dealer
quotation system of a registered national securities association.
(h) There are no plans or proposals which relate to or would
result in any class of equities, securities of BRT being eligible
for termination pursuant to Section 12(g) (4) of the Securities
Exchange Act of 1934.
Item 5. Interest in Securities
of the Issuer
As of December 31, 1995 BRT had 7,346,624 Beneficial Shares and
1,030,000 shares of Preferred Stock outstanding. The Preferred
Stock is convertible into Beneficial Shares on a share-for-share
basis. In addition, 447,000 Beneficial Shares are reserved for
issuance pursuant to outstanding stock options and all of such
options are presently exercisable. Gould Investors L.P. owns as
of December 31, 1995 414,066 Beneficial Shares and 1,030,000
shares of Preferred Stock or a total of 17.23% of both the voting
power of BRT and the outstanding Beneficial Shares of BRT (after
giving effect to the conversion of Preferred Stock to Beneficial
Shares).
Page 9 of 13 Pages
With respect to Fredric H. Gould, the total number of Beneficial
Shares owned by Mr. Gould is 2,042,756 shares representing 23.17%
of the outstanding Beneficial Shares. Mr. Gould owns directly
119,185 shares as to which he has sole voting and dispositive
power and options to purchase 70,000 Beneficial Shares at an
exercise price of $3.50 per share, all of which shares are
exercisable. The following sets forth the number of Beneficial
Shares which Mr. Gould may be deemed to beneficially own and the
nature of the voting and dispositive power:
REGISTERED NUMBER OF SHARES/ TYPE OF VOTING AND
OWNER PERCENTAGE OF SHARES DISPOSITIVE POWER
One Liberty
Properties, Inc. 30,048/less than 1% Shared (1)
The Georgetown
Group, Inc. 4,790/less than 1% Shared (2)
Gould Investors
L.P. 1,444,066/16.37% Shared (3)
130 Store Company 18,988/less than 1% Shared (4)
Georgetown Investment
Company 41,456/less than 1% Shared (5)
REIT Management Corp.
Pension & Profit
Sharing Trusts 263,546/2.99% Shared (6)
BRT Realty Trust
Pension Trust 15,915/less than 1% Shared (7)
Trust for the
Benefit of
Relatives 34,762/less than 1% Shared (8)
The above does not include 24,815 owned by Gould's wife, as to
which shares Gould disclaims beneficial ownership and Mrs. Gould
has sole voting and investment power.
As to Marshall Rose the total number of Beneficial Shares owned
by him is 1,855,992 Beneficial Shares, or 21.03% of the
outstanding Beneficial Shares. Rose owns 99,715 Beneficial
Shares as to which he has sole voting and dispositive power and
options to purchase 70,000 Beneficial Shares at an exercise price
of $3.50 per share, all of which are currently exercisable. The
following sets forth the number of Beneficial Shares which Rose
Page 10 of 13 Pages
may be deemed to beneficially own and the nature of the voting
and dispositive power:
REGISTERED NUMBER OF SHARES/ TYPE OF VOTING AND
OWNER PERCENTAGE OF SHARES DISPOSITIVE POWER
One Liberty
Properties, Inc. 30,048/less than 1% Shared (1)
The Georgetown
Group, Inc. 4,790/less than 1% Shared (2)
Marshall & Jill Rose
Foundation, Inc. 8,644/less than 1% Shared (9)
Gould Investors
L.P. 1,444,066/16.37% Shared (3)
130 Store Company 18,988/less than 1% Shared (4)
Georgetown Investment
Company 41,456/less than 1% Shared (5)
Trustee for the
benefit of various
persons 61,302/less than 1% Sole (10)
Georgetown Group
Profit Sharing Plan 76,983/less than 1% Shared (11)
Does not include 1600 Beneficial Shares owned by Rose's wife and
41,662 shares owned by Rose's wife as trustee for her children,
as to which shares Rose disclaims beneficial ownership and Mrs.
Rose has sole voting and investment power.
(1) Mr. Gould is Chairman of the Board of One Liberty Properties,
Inc. ("OLP"). Mr. Rose is Vice Chairman of the Board. Gould
Investors L.P. owns 39.3% of the voting power of OLP. Messrs.
Gould and Rose are General Partners of Gould Investors L.P. and
President and Chairman, respectively, of Georgetown Partners,
Inc., managing general partner of Gould Investors L.P. Mr. Gould
is the sole shareholder of Georgetown Partners, Inc.
(2) Messrs. Gould and Rose are executive officers of the
Georgetown Group, Inc. and Mr. Rose is a director and
shareholder.
(3) Messrs. Gould and Rose are the General Partners of Gould
Page 11 of 13 Pages
Investors L.P. and executive officers of the managing general
partner. See note (1) above.
(4) Messrs. Gould and Rose are partners of the 130 Store Company.
(5) Messrs. Gould and Rose are partners in Georgetown Investment
Company
(6) Mr. Gould is a trustee of the REIT Management Corp. Pension
and Profit Sharing Trusts. Mr. Rose previously was a trustee of
the REIT Management Corp. Pension and Profit Sharing Trust having
resigned in August, 1994.
(7) Mr. Gould is one of the trustees of the BRT Realty Trust
Pension Trust.
(8) Mr. Gould is co-trustee of trusts established for the benefit
of his brother's children.
(9) Mr. Rose is a trustee of the Foundation.
(10) Mr. Rose is sole trustee of this Trust.
(11) Mr. Rose is a trustee of the Georgetown Group Profit Sharing
Plan.
Item 7. Materials to be filed as Exhibits
Agreement to file single statement.
<PAGE>
Page 12 of 13 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: January 31, 1996
GOULD INVESTORS L.P.
By s/
Fredric H. Gould, Partner
ONE LIBERTY PROPERTIES, INC.
By s/
Matthew Gould, President
s/
Marshall Rose
s/
Fredric H. Gould
Page 13 of 13 Pages
EXHIBIT
The undersigned agree to file a single statement on Schedule 13D
pursuant to Rule 13D-1(f)(1) of the Securities Exchange Act of
1934.
Dated: January 31, 1996
GOULD INVESTORS L.P.
By Georgetown Partners, Inc. G.P.
By s/ Simeon Brinberg, Vice President
ONE LIBERTY PROPERTIES, INC.
By s/ Matthew Gould, President
s/
Fredric H. Gould
s/
Marshall Rose
