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)
____________________May 28, 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 11 Pages
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Cusip No. 876067109
_________________________________________________________________
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 - 106,950
NUMBER OF _____________________________________________
SHARES 8. SHARED VOTING POWER - 106,950
BENEFICIALLY ____________________________________________
OWNED BY 9. SOLE DISPOSITIVE POWER -
EACH _____________________________________________
REPORTING 10. SHARED DISPOSITIVE POWER -
PERSON WITH _____________________________________________
_________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 106,950
_________________________________________________________________
12. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
_________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.95
_________________________________________________________________
14. TYPE OF
REPORTING PERSON*
OO
_________________________________________________________________
Page 2 of 11 Pages
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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 proceed ing (excluding traffic
violations or similar misdemeanors) or (ii) has been a party to a civil
proceeding of a judicial or administra tive 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 106,950 shares of Common
Stock of the Company at a net aggregate cost of $1,459,843.69 or $13.65 per
share. BRT initially acquired 145,600 shares of Common Stock of the Company from
Gould Investors L.P. (the "Partnership"), an affiliated entity, on August 15,
1996. BRT sold 68,650 shares in August and September, 1996, and after such sales
it remained with 76,950 shares of the Company's Common Stock. On May 28, 1997
BRT acquired 30,000 shares bringing its total holdings to 106,950 shares.
Initially, BRT acquired the shares of Common Stock from the Partnership at
the Partnership's cost and paid for the shares by delivering a promissory note
to the Partnership for $1,793,599.69.
Page 3 of 11 Pages
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The note was paid down by $826,504 to $967,096 in August and September
1996. The balance of $967,096 was paid in full from BRT's working capital on
November 14, 1996. The $492,750 to acquire the 30,000 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"). The Credit Agreement will mature on October 17,
1998 with the right for the Trust 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 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 termina
tion of registration pursuant to Section 12(g)4 of the Securities Exchange Act;
or (j) any action similar to any of those enumerated Pages above.
Page 4 of 11 Pages
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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, 106,950 shares of Common Stock of the
Company, constituting approximately 6.95% of the 1,539,062 shares of Common
Stock outstanding at December 31, 1996 (as set forth in the Company's Form 10-Q
for the quarter ended December 31, 1996).
(b) BRT has sole voting and dispositive power with respect to the 106,950
shares of Common Stock it beneficially owns.
(c) BRT acquired 145,600 shares of Common Stock of the Company from the
Partnership on August 15, 1996 for an aggregate consider ation of $1,793,599.69.
In August and September, 1996 it sold 68,650 shares for an aggregate
consideration of $826,504 leaving it with 76,950 shares at an investment of
$967,096. On May 28, 1997 BRT purchased in an open market purchase 30,000 shares
of the Company's Common Stock for a consideration of $492,750 or $16.375 per
share. Accordingly, BRT now holds 106,950 shares of Common Stock of the Company
for a total net consideration of $1,459,844 or $13.65 per share.
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 relation ships
(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 5 of 11 Pages
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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: June 2, 1997
BRT REALTY TRUST
By:/s Jeffrey A. Gould
-------------------
Jeffrey A. Gould
President and Chief Operating Officer
Page 6 of 11 Pages
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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.
Page 7 of 11 Pages
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Officers and Trustees of BRT Realty Trust
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 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.
Page 8 of 11 Pages
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Officers and Trustees of BRT Realty Trust
Name Position Principal Occupation
and Address
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.
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.
Page 9 of 11 Pages
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Officers and Trustees of BRT Realty Trust
Name Position Principal Occupation
and Address
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; 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;
located at G-4300
W. Pierson Road,
Flint, Michigan
48504.
Page 10 of 11 Pages
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Officers and Trustees of BRT Realty Trust
Name Position Principal Occupation
and Address
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
Page 11 of 11 Pages
