Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of l934
Financial Bancorp, Inc.
________________________________________________________________
(Name of Issuer)
Common Stock, $.01 par value
________________________________________________________________
(Title of Class of Securities)
31738T100
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 27, 1997
(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 / /.
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.
Page 1 of 13 Pages
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Page 2 of 13 Pages
Cusip No. 31738T100
_________________________________________________________________
l. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BRT Realty Trust - 13-2755856
_________________________________________________________________
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
Massachusetts
_________________________________________________________________
7. SOLE VOTING POWER - 127,500
NUMBER OF _____________________________________________
SHARES 8. SHARED VOTING POWER -
BENEFICIALLY ____________________________________________
OWNED BY 9. SOLE DISPOSITIVE POWER - 127,500
EACH _____________________________________________
REPORTING 10. SHARED DISPOSITIVE POWER -
PERSON WITH _____________________________________________
_________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 127,500
___________________________________________________________
12. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
_________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.40
_________________________________________________________
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Page 3 of 13 Pages
14. TYPE OF
REPORTING PERSON*
OO
_________________________________________________________________
<PAGE>
Page 4 of 13 Pages
Item. 1 Security and Issuer.
This statement relates to Common Stock, $.01 par value (the "Common Stock")
of Financial Bancorp, Inc., a Delaware Corporation (the "Company"). The address
of the principal executive offices of the Company is 42-25 Queens Boulevard,
Long Island City, New York, 11104.
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 127,500 shares of Common
Stock of the Company at a net aggregate cost of $2,697,250 or $21.15 per share.
The $2,697,250 used to acquire the 127,500 shares was derived from BRT's working
capital.
It should be noted that on October 17, 1996 BRT entered into a $25 million
revolving credit agreement ("Credit Agreement") with CS First Boston Mortgage
Capital Corp. ("First Boston").
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Page 5 of 13 Pages
The Credit Agreement will mature on October 17, 1998 with the Trust having
the right to extend the Credit Agreement for two additional six month periods.
Interest is charged on the outstanding principal balance at the lower of LIBOR
plus 3% or the prime lending rate plus 1%, adjusted monthly. As collateral for
advances made by First Boston under the Credit Agreement, the Trust has pledged
certain mortgages receivable and real estate owned, and the stock of all but two
of its subsidiaries. At the date hereof $zero is outstanding under the Credit
Agreement. Funds may be taken down under the Credit Agreement to purchase
additional shares of the Company's Common Stock.
Item 4. Purpose of the Transaction
BRT has acquired the shares of the Company as an investment. BRT, subject
to availability of stock of the Company at prices deemed favorable by 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 of the Company 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.
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Page 6 of 13 Pages
BRT will continue to evaluate its investment in the Company and may in the
future, if it deems it to be in its best interest, revise its plans with respect
to the Company.
Item 5. Interest in Securities of the Issuer
(a) BRT owns, as of this date, 127,500 shares of Common Stock of the
Company, constituting approximately 7.40% of the 1,722,031 shares of Common
Stock outstanding as of August 13, 1997(as set forth in the Company's Form 10-Q
for the quarter ended June 30,1997).
(b) BRT has sole voting and dispositive power with respect to the shares of
Common Stock it beneficially owns.
(c) In the past sixty (60) days BRT has purchased shares of Common Stock of
the Company as follows:
Date of Purchase Number of Shares Per Share Price
7/18/97 5,000 18.625
8/13/97 5,000 20.125
8/14/97 5,000 20.625
8/15/97 7,000 20.625
8/19/97 10,000 20.125
8/27/97 85,500 22.00
The 85,500 shares were purchased in a private transaction. All other shares
were purchased in the over-the-counter market.
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.
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Page 7 of 13 Pages
Item 7. Material to be filed as Exhibits.
None.
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Page 8 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: September 4, 1997
BRT REALTY TRUST
By___________________________________
Simeon Brinberg
Senior Vice President
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Page 9 of 13 Pages
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
Board and Chief the Board and
Executive Officer Chief 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 Operating Chief Operating
Officer Officer of BRT;
Vice President of
One Liberty;
located at 60 Cutter Mill Road,
Great Neck, NY 11021
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Page 10 of 13 Pages
Name Position Principal Occupation
and Address
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 Vice President
and Chief Chief Financial
Financial 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; 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.
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Page 11 of 13 Pages
Name Position Principal Occupation
and Address
Seth 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 George-
town; Vice Chair-
man 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.
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Page 12 of 13 Pages
Name Position Principal Occupation
and Address
Nathan Kupin Senior Vice Senior Vice
President and President and
Trustee Trustee of BRT;
Senior Vice
President of One
Liberty; Vice
Chairman of the
Board of George-
Town; all located
at 60 Cutter Mill
Road, Great Neck,
NY 11021.
Patrick J. Callan Trustee Principal of The
RREEF Funds, pen-
sion fund real
estate investments,
located at 55 East
52nd Street, New
York, NY 10055.
David G. Herold Trustee Consultant, located
at 16 Southdown
Court, Huntington,
NY; Chief Executive
Officer of Metro
Bancshares, Inc. from
1988 to 1994.
Arthur Hurand Trustee Private investor;
located at G-4300
W. Pierson Road,
Flint, Michigan
48504.
Gary Hurand Trustee President of Dawn
Donut Systems, Inc.,
located at G-4300
W. Pierson Road,
Flint, Michigan
48504.
<PAGE>
Page 13 of 13 Pages
Name Position Principal Occupation
and Address
Herbert C. Lust,II Trustee Private investor;
Located at 54
Porchuck Road,
Greenwich, CT 06830
