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)
____________________August 15, 1996______________________________
(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).
Cusip No. 876067109
_________________________________________________________________
l. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BRT Realty Trust - 13-275-5856
_________________________________________________________________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
Delaware
_________________________________________________________________
7. SOLE VOTING POWER - 145,600
NUMBER OF _____________________________________________
SHARES 8. SHARED VOTING POWER -
BENEFICIALLY ____________________________________________
OWNED BY 9. SOLE DISPOSITIVE POWER - 145,600
EACH _____________________________________________
REPORTING 10. SHARED DISPOSITIVE POWER -
PERSON WITH _____________________________________________
_________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 145,600
_________________________________________________________________12. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
_________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.21%
_________________________________________________________________14. TYPE OF
REPORTING PERSON*
OO
_________________________________________________________________
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
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 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 145,600
shares of Common Stock of the Company at an aggregate
cost of $1,793,599.69. BRT acquired the shares of Common Stock
of the Company from Gould Investors L.P. (the "Partnership"), an
affiliated entity. The Partnership owns approximately 17% of
BRT's outstanding voting stock and Fredric H. Gould and Marshall
Rose, general partners of the Partnership, are Chairmen of the
Board and a Trustee, respectively, of BRT. BRT acquired these
shares from the Partnership at the Partnership's cost and paid
for the shares by giving BRT a one year promissory note dated
August 15, 1996 in the principal amount of $1,793,599.69 bearing
interest at the prime rate. Interest changes when the prime
rate, as established by Bankers Trust Company, changes. The note
is prepayable at any time, in whole or in part, without penalty
or premium.
Item 4. Purpose of the Transaction
BRT has acquired the shares of the Company as an investment.
BRT, subject to availability at prices deemed favorable by the
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 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 termination of registration
pursuant to Section 12(g)4 of the Securities Exchange Act; or (j)
any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) BRT owns, as of this date, 145,600 shares of Common Stock of
the Company, constituting approximately 9.21% of the 1,580,062
shares of Common Stock outstanding (as set forth in the Company's
proxy statement for the 1996 Annual Meeting of Shareholders).
(b) BRT has sole voting and dispositive power with respect to the
145,600 shares of Common Stock it beneficially owns.
(c) BRT acquired all of the shares of Common Stock of the Company
from the Partnership on August 15, 1996 for an aggregate
consideration of $1,793,599.69, an average of $12.32 per
share. The following table sets forth transactions in Common
Stock of the Company effected by the Partnership sixty (60) days
prior to the date of its transaction with BRT. The shares
purchased were open market purchases in the over-the-counter
market.
Date of Purchase Number of Shares Price per Share
6/18/96 1,000 12.0625
6/25/96 3,000 11.875
6/26/96 1,100 11.875
7/08/96 1,200 11.750
7/12/96 6,000 11.750
7/18/96 5,000 12.00
7/18/96 11,000 11.95
7/18/96 5,000 12.125
7/23/96 7,500 12.50
7/24/96 42,500 13.00
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
relationships (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>
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: August 15, 1996
BRT REALTY TRUST
By s/
Jeffrey A. Gould
President and Chief Operating Officer
<PAGE>
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.
Israel Rosenzweig Vice Chairman Executive Vice
of Board of President of Bankers
Trustees Federal Savings,
FSB, 110 William
Street, New York, NY
10038; Senior Vice
President of
Georgetown; Vice
Chairman of the
Board of Trustees of
BRT; Senior Vice
President of One
Liberty Properties,
Inc., located at 60
Cutter Mill Road,
Great Neck, NY
11021.
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.
Matthew J. Gould Vice President President and Chief
Executive Officer of
One Liberty
Properties, Inc.;
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.
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 Properties,
Inc.; 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;
General Partner of
Motor Inn Limited
Partnership,
located at G-4300
W. Pierson Road,
Flint, Michigan
48504.
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
