BRT REALTY TRUST
60 Cutter Mill Road
Suite 303
Great Neck, New York 11021
------------------
Notice of Annual Meeting of Shareholders
To Be March 25, 1999
To the Shareholders of BRT Realty Trust:
The 1999 Annual Meeting of Shareholders of BRT Realty Trust will be
held on Thursday, March 25, 1999, at 9:00 a.m., at the offices of BRT, 60 Cutter
Mill Road, Suite 303, Great Neck, N.Y.:
1. To elect two Class III Trustees;
2. To appoint Ernst & Young LLP as independent auditors for the fiscal year
ending September 30, 1999; and
3. To transact any other business that may properly come before the
Meeting.
You must be a shareholder of record at the close of business on January 18,
1999 to vote at the Annual Meeting. Regardless of whether you will attend,
please vote by signing and returning the enclosed proxy. Mailing your completed
proxy will not prevent you from voting in person at the meeting.
Your proxy is solicited by and on behalf of the Board of Trustees of
BRT.
By order of the Board of Trustees
Simeon Brinberg, Secretary
January 26, 1999
<PAGE>
BRT REALTY TRUST
60 Cutter Mill Road
Suite 303
Great Neck, New York 11021
(516)466-3100
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PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
---------------
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees of BRT Realty Trust for use at the Annual
Meeting of Shareholders. The Annual Meeting will be held at the offices of the
Trust, 60 Cutter Mill Road, Suite 303, Great Neck, New York, at 9:00 A.M., on
Thursday, March 25, 1999.
The executive offices of BRT are located at 60 Cutter Mill Road, Suite 303,
Great Neck, New York, 11021 and its telephone number is (516) 466-3100.
VOTING PROCEDURES
This Proxy Statement will be mailed on or about January 26, 1999. BRT
has fixed the close of business on January 18, 1999, as the record date for the
meeting. You are entitled to one vote for each share you own. A quorum (holders
of a majority of the outstanding shares of beneficial interest present in person
or represented by proxy) is required to hold the meeting. When a quorum is
present, the voting of the holders of a majority of stock present in person or
by proxy is required to elect the two nominees for Class III Trustee and to
approve any other matter.
You may revoke your proxy at any time before its exercise. To revoke
your proxy, you may file a written revocation with BRT's Secretary, or you may
sign a proxy bearing a later date. You may also revoke your proxy by voting in
person at the meeting. Properly executed proxies that are filed before the
meeting and not revoked will be voted in accordance with the directions in them.
Votes withheld from nominees for Trustee, abstentions on proposals and
broker non-votes will be counted for purposes of determining whether a quorum
has been reached. Votes withheld from nominees for Trustee and abstentions on
proposals have the same effect as votes against them. Broker non-votes have no
effect on the outcome of election of Trustees or other proposals.
This solicitation is made on behalf of the Board of Trustees. BRT pays
for the cost of soliciting proxies. In addition to the solicitation of proxies
by mail, the Trust reimburses brokerage houses and others for forwarding proxies
and proxy material to shareholders.
Unless you indicate otherwise on your proxy card, the persons named as
your proxies will vote your shares "FOR" the nominees for Class III Trustee and
"FOR" the appointment of Ernst & Young LLP as the BRT's auditors for Fiscal
1999.
<PAGE>
ITEM 1: ELECTION OF TRUSTEES
BRT's Board of Trustees is divided into three classes, each of which is
elected for a term of three years. The Declaration of Trust provides for the
number of Trustees to be between five and fifteen, the exact number to be
determined by the Board of Trustees. The Board of Trustees has fixed the number
of Trustees at eight. The Board has authority under the Declaration of Trust to
fill vacancies and to increase or decrease its size between Annual Meetings.
At the Annual Meeting, two Class III Trustees will be elected. Six
other individuals serve as Trustees but are not standing for re-election because
their terms extend past the Annual Meeting. The persons name in the accompanying
form of proxy will vote the shares it represents for the election as Class III
Trustees of Fredric H. Gould and Gary Hurand unless you instruct otherwise.
Proxies cannot be voted for a greater number of persons than the number of
nominees named in the Proxy Statement. BRT expects each nominee to be able to
serve. However, if either nominee is unable to serve as a Trustee, unless a
shareholder withholds authority, the persons named in the proxy may vote for any
substitute nominee proposed by the Board of Trustees.
Each Class III nominee, if elected, will serve until the Annual Meeting
to be held in the year 2002. Each other Trustee will serve until the Annual
Meeting to be held in the year set forth opposite his name.
<PAGE>
NOMINEES FOR TRUSTEE; REMAINING TRUSTEES
The following table sets forth certain information concerning the Trustees,
including the two nominees:
Principal
Term Occupation Trustee
Name Age Expiring (1) Since
Class I
Patrick J. Callan
(2)(3) 62 2000 Principal of 1984
The RREEF Funds,
pension fund real
estate investments;
Director of
Manufacturers & Traders
Bank Directors Advisory
Council - New York City
Division, Director of
First Empire State
Corporation.
Jeffrey A. Gould 33 2000 President and Chief 1997
Operating Officer
of BRT since March
1996; Executive Vice
President and Chief
Operating Officer of
BRT from March
1995 to March 1996;
Vice President of BRT
for more than
three years prior
thereto.
David G. Herold 57 2000 Private Investor; 1997
President and Chief
Executive Officer
of Metro Bancshares,
Inc., the savings and
loan holding company for
Bayside Federal Savings
and Loan Association,
from 1988 to 1994;
President of Bayside
Federal Savings and Loan
Association for approximatley
fourteen years prior thereto.
Class II
Arthur Hurand
(2) 82 2001 Private Investor; 1989
Director of One Liberty
Properties, Inc.
Herbert C. Lust, II 72 2001 Private Investor; 1981
(2)(3) Director of Prime
Hospitality, Inc.
Marshall Rose 62 2001 Real Estate Consultant; 1986
(2) President of
Georgetown Equities, Inc.;
Director of One Liberty
Properties, Inc.;
Director of Estee
Lauder, Inc.; Director of
Golden Book Family Enter-
tainment, Inc.
Class III (Nominees)
Fredric H. Gould 63 2002 Chairman of the Board 1983
(2)(4) of Trustees and Chief
Executive Officer of BRT;
Chairman of the Board
of Georgetown Partners,
Inc.; General Partner
of Gould Investors L.P.;
Chairman of the Board of One
Liberty Properties, Inc.;
President of REIT Manage-
ment Corp.; Director of
Sunstone Hotel Investors,
Inc.; Director of East Group
Properties, Inc.
Gary Hurand 52 2002 President of Dawn Donut 1990
(3)(4) Systems, Inc.; Director
of Republic Bancorp.
- -----------------
(1) Each Trustee has been engaged in the principal occupation indicated for
at least the past five years, except as noted.
(2) Member of the Executive Committee.
(3) Member of the Audit and Compensation Committee.
(4) If elected at the meeting.
Fredric H.Gould is Jeffrey A. Gould's father and Arthur Hurand is the
father of Gary Hurand.
<PAGE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
This graph compares the performance of BRT's Beneficial Shares with the
Standard & Poor's 500 Stock Index and a peer group index consisting of publicly
traded mortgage REIT'S prepared by the National Association of Real Estate
Investment Trusts. The graph assumes $100 invested on September 30, 1993 in
BRT's Beneficial Shares, the S & P 500 Index and the peer group index and
assumes the reinvestment of dividends.
INSERT - PERFORMANCE GRAPH
9/93 9/94 9/95 9/96 9/97 9/98
BRT Realty Trust 100.00 106.06 100.00 145.45 221.21 133.33
S&P 500 Index 100.00 103.69 134.53 161.89 227.37 247.93
NAREIT Mortgage 100.00 88.97 113.04 158.86 212.93 167.72
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
This table shows the compensation paid and accrued for services
rendered in all capacities to BRT during the last three fiscal years for the
Chief Executive Officer of BRT and the four other most highly compensated
Executive Officers of BRT whose annual compensation exceeded $100,000 for the
fiscal year ended September 30, 1998.
<TABLE>
<CAPTION>
Annual Compensation(2) Long Term Compensation
---------------------- ----------------------
Awards
------
Other Securities/
Annual Restricted Underlying Payouts
Name and Principal Salary Bonus Compen- Stock Options/ LTIP All Other
Position Year(1) $ $ sation(3) Awards($) SARs(#) Payout($) Compensation (4)
- ----------------- ------- ----- ------- --------- --------- ------- --------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Fredric H. Gould 1998 0 0 0 0 0 0 0
Chairman of the 1997 0 0 0 0 0 0 0
Board and Chief 1996 0 0 0 0 0 0 0
Executive Officer (5)
Jeffrey A. Gould 1998 $240,000 0 0 0 0 0 $24,000
President and 1997 $225,000 0 0 0 10,000 0 $24,000
Executive Vice 1996 $210,000 0 0 0 10,125 0 $22,500
President (6)
Mark H. Lundy 1998 0 0 $148,185 0 0 0 $9,900
Vice President (7) 1997 0 0 $115,600 0 10,000 0 $5,300
1996 0 0 $75,900 0 10,125 0 $6,000
Eugene Keely 1998 $99,000 $4,000 0 0 0 0 15,500
Vice President 1997 $95,000 $5,550 0 0 0 0 15,100
1996 $93,000 $2,000 0 0 5,000 0 14,300
Israel Rosenzweig 1998 $125,000 0 0 0 10,000 0 18,750
Vice President and 1997 0 0 0 0 0 0 0
President of BRT 1996 0 0 0 0 0 0 0
Funding Corp. (8)
</TABLE>
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(1)Fiscal years ending September 30.
(2)The Trust does not have any profit sharing plan, but it does have Stock
Option Plans, a Pension Plan and a Bonus Plan. See "Stock Option Plans"and
"Pension Plan," below.
(3)Amounts represent payment of fees. The only other type of Other Annual
Compensation for each of the named officers was in the form of perquisites
and was less than the level required for reporting.
(4)Represents annual contributions under BRT's Pension Plan for Messrs. Jeffrey
Gould, Eugene Keely and Israel Rosenzweig. With respect to Mark H. Lundy,
represents the amount reimbursed by BRT to Gould Investors L.P.for the
allocated portion of the pension expense paid by Gould Investors L.P.for Mr.
Lundy.
(5)Fredric H. Gould has served as Chairman of the Board and Chief Executive
Officer since March, 1995. Mr.Gould does not receive any compensation
directly from BRT. Reference is made to the caption "Interest of Management
in Certain Transactions" for a discussion of fees paid to REIT Management
Corp., BRT's Advisor. Mr. Gould is the President and sole shareholder of REIT
Management Corp.
(6)Jeffrey A. Gould has served as President of the Trust since March 1996.
(7)Mark H. Lundy does not receive compensation directly from BRT; he receives
compensation and fees directly from Gould Investors L.P. and related
entities. The amounts set forth represents the portion reimbursed by BRT for
legal services rendered by Mr. Lundy to the Trust.
(8)Israel Rosenzweig, Vice President and President of BRT Funding Corp., did
not receive any compensation from BRT in fiscal 1997 or 1996 and commenced
receiving compensation as of April 1, 1998.
<PAGE>
BRT Pension Plan
BRT has a non-contributory defined contribution Pension Plan covering
employees. The Pension Plan is administered by Fredric H. Gould, Simeon Brinberg
and David W. Kalish. Annual contributions are based on 15% of an employees
annual earnings, not to exceed $24,000 per employee. Partial vesting commences
one year after employment, increasing annually until full vesting is achieved at
the completion of five years of employment. The method of payment of benefits to
participants upon retirement is determined solely by the participant, who may
elect a lump sum payment or the purchase of an annuity, the amount of which is
determined primarily by the amount of contributions. In 1998, $24,000, $15,500
and $18,750 was contributed for the benefit of Jeffrey A. Gould, Eugene Keely
and Israel Rosenzweig, respectively. The aggregate amount accrued to date for
Mr. Gould, Mr. Keely and Mr. Rosenzweig is approximatley $390,000, $432,000 and
$741,000, respectively. The credited years of service for Mr. Gould, Mr. Keely
and Mr. Rosenzweig are 12, 14 and 13. Although Mr. Rosenzweig was not
compensated by BRT in fiscal 1996 and 1997, prior thereto he was an executive
officer of BRT and he completed 12 years of service prior to 1996.
Options Granted For The Fiscal Year Ended September 30, 1998
The only options granted in Fiscal 1998 to Named Executive Officers
were granted to Israel Rosenzweig. The table sets forth information concerning
the grant of stock options in Fiscal 1998 to Mr. Rosenzweig.
Individual Grants(1)
Potential Realizable
% of Total Value At Assumed
Options Annual Rates of Stock
Granted Exercise or Price Appreciation For
Options to Employees Base Price Option Term (2)
Granted in Fiscal Year ($/sh) Expiration Date 5% 10%
- ------- -------------- ------ --------------- -- ---
10,000 20% $7.9375 3/23/08 $39,690 $79,380
(1) Options were granted on March 23, 1998. The exercise price equals the
closing price of BRT stock on the date of grant. The options are exercisable in
four equal annual installments, cumulatively, beginning two years after grant
and expire ten years after grant.
(2) These amounts, based on assumed appreciation rates of 5% and 10% prescribed
by the Securities and Exchange Commission rules, are not intended to forecast
possible appreciation of the BRT's stock price. These numbers do not take into
account certain provisions of options providing for termination of the option
following termination of employment, non-transferability or phased-in vesting.
BRT did not use an alternate formula for a grant date valuation as it is not
aware of any formula which will determine with reasonable accuracy a present
value based on future unknown or volatile factors. Future compensation resulting
from option grants is based solely on the performance of the BRT's stock price.
Option Exercises and Unexercised Options
No options were exercised by any Named Executive Officer in Fiscal 1998. The
table sets forth information concerning unexercised options at fiscal year end
with respect to the Named Executive Officers:
Number of Value of Unexercised
Unercised In-the-Money Options
Options at Fiscal at Fiscal Year End(1)
Year end ---------------------
-----------------
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise Realized Unexercisable Unexercisable
- ---- ----------- -------- ------------- -------------
Fredric H. Gould - - None $0/$0
Jeffrey A. Gould - - 12,594/7,531 11,353/3,784
Mark H. Lundy - - 12,594/7,531 11,354/3,784
Eugene Keely - - 2,500/2,500 0/0
Israel Rosenzweig - - 0/10,000 0/0
(1) Represents the difference between the exercise price of options and $5.875,
the closing price of BRT's shares on September 30, 1998.
<PAGE>
REPORT OF THE AUDIT AND COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Audit and Compensation Committee is composed of three independent
non-employee Trustees. The Committee is responsible for advising management and
the Board of Trustees on matters pertaining to compensation arrangements for
executive employees, as well as administration of BRT's stock option plans and
bonus plan.
Compensation Overview
It is the view of the Audit and Compensation Committee that the annual
compensation of executive officers is composed of two key elements: (i) an
annual component made up of base salary and annual bonus; and (ii) a longer term
component, i.e. stock options.
Annual Component; Base Salary and Bonus
Base salaries are intended to be competitive with those paid to senior
executives at other real estate investment trusts and take into account an
individual's performance and contributions to BRT and BRT's operating
performance. The determination by the Committee of base compensation is
subjective and is not based on any structured formula. In determining
compensation for the 1998 fiscal year the Committee took into account the
expertise which the executive officers demonstrated in managing the business of
BRT; among other things the Committee gave consideration to the activity of the
Trust in mortgage lending, and the activities of the executive officers in
managing and disposing of real estate assets taken back in foreclosure
proceedings.
The Committee has suspended the application of BRT's bonus plan until such
time as BRT has fully used its net operating loss carry forward. Any bonuses
granted are granted on a case by case basis. A bonus of $4,000 was paid in
fiscal 1998 to Eugene Keely, the amount of which was subjective. No other
bonuses were paid in fiscal 1998 to the Named Executive Officers.
Long Term Compensation - Stock Options
Stock options, which are purely discretionary and are not based on any
formula, may be granted periodically to provide incentive for the creation of
shareholder value over the long term, since the full benefit of the compensation
provided for under stock options cannot be realized unless there is an
appreciation in the price of BRT's shares over a specified number of years.
Under the existing stock option plans options are granted at an exercise price
equal to the fair market value of the stock of BRT on the date of grant and are
exercisable over a number of years. Options granted in 1998 are exercisable
commencing two years from the date of grant and thereafter in annual increments
of 25%, on a cumulative basis, and expire ten years from the date of grant.
Options granted prior to 1998 are exercisable commencing six months or one year
from the date of grant and thereafter in annual increments of 25%, on a
cumulative basis, and expire five years from the date of grant. Stock options
are the only form of long term incentive currently used by BRT.
CEO Compensation
Fredric H. Gould, Chairman of the Board of Trustees and Chief Executive
Officer does not receive any direct remuneration from the BRT, but is
compensated by REIT Management Corp. the Trust's advisor (see "Interest of
Management in Certain Transactions").
Respectfully submitted,
Patrick J. Callan
Gary Hurand
Herbert C. Lust II
<PAGE>
TRUSTEE'S FEES AND OTHER COMPENSATION
Each unaffiliated Trustee was paid an annual retainer of $12,500 for his
services in the 1998 fiscal year, paid in equal quarterly installments. In
addition, unaffiliated Trustees were paid $500 per meeting for each Trustee's
meeting and each committee meeting attended. With respect to fees (charged to
operations) paid and accrued during the fiscal year for REIT Management Corp.
(the "Advisor") under the Advisory Agreement, see "Interest of Management in
Certain Transactions."
ADDITIONAL INFORMATION ABOUT THE BOARD OF TRUSTEES
The Board of Trustees holds regular quarterly meetings. In addition
special meetings are called from time-to-time and, where appropriate, telephonic
meetings are held and action is taken by unanimous consent. In 1998, the Board
of Trustees held four meetings. For the 1998 fiscal year each Trustee attended
at least 75% of the Board Meetings except for Patrick J. Callan who missed two
meetings.
The Board of Trustees has appointed an Audit and Compensation Committee
consisting of Patrick J. Callan, Gary Hurand and Herbert C. Lust II, all
independent outside Trustees. The functions of the Audit and Compensation
Committee include reviewing the scope and results of the annual audit, reviewing
the adequacy of internal accounting and financial controls and recommending
independent auditors to the Board of Trustees. The Audit and Compensation
Committee is also responsible for setting and administering the policies which
govern both annual compensation of executive officers and the stock options
plans. The Audit and Compensation Committee held one meeting in the 1998 fiscal
year.
BRT has no nominating or any committee performing similar functions.
INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS
BRT and REIT Management Corp. ("REIT") are parties to an Advisory
Agreement pursuant to which REIT furnishes administrative services with respect
to BRT's assets and, subject to the supervision of the Trustees, advises BRT
with respect to its investments. The Trust believes that the Advisory Agreement
is on terms as favorable to BRT as would be available from an unaffiliated
party. The term of the Advisory Agreement has been renewed by the Board of
Trustees to December 31, 2002. Fredric H. Gould and two officers of BRT are
directors of REIT and Fredric H. Gould is an officer of REIT. All of the
outstanding shares of REIT are owned by Fredric H.
Gould.
For services performed by REIT under the Advisory Agreement, REIT
receives an annual fee of 1/2 of 1% of Invested Assets other than mortgages
receivable, subordinated land leases and investments in unconsolidated ventures,
with a 1% fee payable on mortgages receivable, subordinated land leases and
investments in unconsolidated ventures. The term "Invested Assets" is defined in
the Advisory Agreement as the aggregate of all assets shown on the balance sheet
of BRT without deduction for (i) mortgages and other security interests to which
the assets are subject, (ii) depreciation, and (iii) amortization, but excluding
(a) cash and cash items, (b) amounts due from managing agents, (c) rents and
other receivables (not including mortgages receivable or other receivables
arising from the sale of invested assets), (d) rent security, (e) prepaid
expenses and deferred charges, and (f) obligations of municipal, state and
federal governments and governmental agencies, other than securities of the
Federal Housing Authority, the Veterans Administration and the Federal National
Mortgage Association and securities issued by governmental agencies that are
backed by a pool of mortgages.
The fee to REIT is based on net assets and computations of the fee
includes non-accruing mortgage receivables to the extent they exceed allowances
for loan losses. The fee under the Advisory Agreement is computed and payable
quarterly, subject to adjustment at year end based on the audited financial
statements. During the fiscal year ended September 30, 1998 REIT earned $519,000
under the Advisory Agreement.
<PAGE>
Under the Advisory Agreement, BRT bears all expenses including
interest, discount and other costs for borrowed money; taxes on income or
property and license fees (including franchise taxes); rental paid for office
space used by BRT; audit fees and expenses; legal fees; expenses of litigation;
charges of transfer agents, registrars, brokers, underwriters and banks;
expenses relating to meetings of trustees and shareholders; expenses connected
with the acquisition, disposition or ownership of investment assets, including
but not limited to, travel expenses, costs of appraisal, leasing, maintenance,
repair, improvement and foreclosure of property and origination and mortgage
servicing fees and real estate brokerage commissions; fees for the management of
real estate owned by BRT; fees and expenses payable to Trustees, officers and
employees (other than fees payable to Trustees, officers and employees who are
directors, officers and employees of REIT, whose compensation is payable solely
by REIT), independent contractors, consultants, managers, or agents; and
indemnification required to be made under the Declaration of Trust.
The Advisory Agreement provides that directors, officers, and employees
of REIT may serve as Trustees, officers and employees of BRT, but such persons
may not receive cash compensation from BRT for services rendered in the latter
capacities.
The Advisory Agreement is not assignable by REIT without the written
consent of BRT. The Advisory Agreement is not assignable by BRT without the
written consent of REIT, except to a successor to the business and assets of
BRT. The Advisory Agreement has been renewed for a term ending December 31, 2002
and is renewable on an annual basis by the Board of Trustees, for a maximum five
year period. Notwithstanding such renewal of the Advisory Agreement by the Board
of Trustees, the shareholders have the right to rescind the renewal of the
Advisory Agreement authorized at the preceding Board of Trustees Meeting, if at
a special meeting of shareholders called by at least twenty percent of the
outstanding shares specifically for such purpose a majority of the outstanding
shares entitled to vote thereon determine that the Advisory Agreement shall not
be renewed. In the event the Advisory Agreement is not renewed in any year by
the Board of Trustees or such renewal is rescinded by a majority of the
outstanding shares entitled to vote thereon at a special meeting called for such
purpose, the Advisory Agreement will have a balance of four years remaining in
the existing term. A borrower may pay fees directly to REIT for services
rendered in arranging loans made by the Trust. These fees, which are permitted
by the Advisory Agreement, amounted to $229,000 for fiscal 1998.
BRT engages entities affiliated with REIT to manage properties acquired
in foreclosure or deed in lieu of foreclosure. The management services include,
among other things, rent billing and collection, leasing (including document
preparation), maintenance, construction supervision, compliance with regulatory
statutes and rules (i.e. New York City rent control and rent stabilization
rules), property dispositions and mortgage financing and legal expenses. In
fiscal 1998 BRT paid $595,000 to these entities.
During the year ended September 30, 1998 Fredric H. Gould, Chairman and
Chief Executive Officer, was an officer and director of the managing corporate
general partner of Gould Investors L.P. ("GLP"), a limited partnership, and an
individual general partner of GLP. BRT, GLP and other related entities occupy
common office space, and share office services, equipment and personnel. In
fiscal 1998, $622,000 of common general and administrative expenses were
allocated to BRT, including the amounts reimbursed to GLP for legal services
provided by Mark H. Lundy (See "Summary Compensation Table"). In addition
commencing April 1, 1998, BRT Funding Corp., a subsidiary of BRT, leased space
from GLP at an annual rental of $65,000 and reimbursed GLP for tenant
improvements in the amount of $14,000.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 ("Section 16(a)")
requires executive officers and directors, and persons who beneficially own more
than 10% of the BRT's shares, to file Initial Reports of Ownership and Reports
of Changes in Ownership with the Securities and Exchange Commission ("SEC") and
the New York Stock Exchange. Executive officers, Trustees and greater than 10%
beneficial owners are required by SEC regulations to furnish BRT with copies of
all Section 16(a) forms they file. BRT prepares and files the requisite forms on
behalf of its executive officers and Trustees. Based on a review of information
supplied to BRT by the executive officers and Trustees, BRT believes that all
Section 16(a) filing requirements applicable to its executive officers, Trustees
and greater than 10% beneficial owners were complied with, except that the
filing of a Form 3 with respect to George Zweier, upon his election as Vice
President and Chief Financial Officer of BRT, which was filed one day late.
<PAGE>
EQUITY OWNERSHIP; HOLDINGS OF TRUSTEES AND OFFICERS
The following sets forth information concerning stock ownership of all persons
known by BRT to own beneficially 5% or more of its shares, all Trustees and
nominees for Trustee and all Trustees and officers of the Trust as a group,
based upon the number of outstanding shares as of January 18, 1999. There were
7,165,263 shares outstanding on January 18, 1999, the record date for the Annual
Meeting.
Amount of
Name of Beneficial Beneficial Percent
Owner (1) Ownership (2) of Class
--------- ------------- --------
Gould Investors, L.P. (3) 1,567,741 21.65%
Patrick J. Callan 40,000 *
55 East 52nd Street
New York, NY 10055
Fredric H. Gould (3)(4)(5) 2,142,573 29.59%
Jeffrey A. Gould (3)(6) 210,944 2.91%
David G. Herold
16 Southdown Court
Huntington, NY 11743 12,000 *
Arthur Hurand
4182 Pier North Blvd., Suite D
Flint, MI 48504 13,000 *
Gary Hurand (7)
4182 Pier North Blvd., Suite D
Flint, MI 48504 213,151 2.94%
Herbert C. Lust, II
54 Porchuck Road
Greenwich, CT 06830 70,000 *
Marshall Rose (8)
667 Madison Avenue
New York, NY 10021 286,611 3.96%
All Trustees and Officers
as a group
(16 in number)(9) 3,545,774(10) 48.97%
*Less than 1%
- -----------------
(1) Each individual listed is a Trustee.
(2) Securities are listed as beneficially owned by a person who directly or
indirectly holds or shares the power to vote or to dispose of the
securities, whether or not the person has an economic interest in the
securities. In addition, a person is deemed a beneficial owner if he
has the right to acquire beneficial ownership within 60 days, whether
upon the exercise of a stock option or otherwise.
(3) Address is 60 Cutter Mill Road, Great Neck, NY 11021.
(4) Includes 279,463 shares owned by the pension and profit sharing trusts
of BRT and REIT Management Corp. of which Fredric H. Gould and two
non-Trustee officers are trustees, as to which shares Mr. Gould has
shared voting and investment power.
(5) Includes 34,762 shares held by Mr. Gould as joint custodian for the
children of his brother, 4,790 shares owned by Georgetown Group, Inc.,
of which Mr. Gould is a Vice President and 18,988 shares owned by a
partnership in which Mr. Gould is a general partner. Also includes
30,048 shares owned by One Liberty Properties, Inc. ("OLP"), of which
Mr. Gould is an officer and director and in which Gould Investors L.P.
("GLP") (an entity in which Mr. Gould is a general partner and a
principal executive officer and sole shareholder of the managing
general partner) is a controlling shareholder, and 1,567,741 shares
owned by GLP. Does not include 25,015 shares owned by Mrs. Fredric H.
Gould, as to which shares Mr. Gould disclaims beneficial interest and
Mrs. Gould has sole voting and investment power.
(6) Includes 19,235 shares owned by Mr. Gould as custodian for his minor
children and 12,594 shares which underlie unexercised stock options.
Does not include 6,000 shares owned by Mrs. Jeffrey A. Gould as to
which shares Mr. Gould disclaims beneficial interest and Mrs. Gould has
sole voting and investment power.
(7) Includes 47,243 shares owned by a partnership, in which entity Mr.
Hurand is a partner, and 117,288 shares owned by a corporation in which
Mr. Hurand is an officer and shareholder.
(8) Includes 4,790 shares owned by Georgetown Group, Inc. in which Mr. Rose
is an officer, 76,983 shares owned by the pension and profit sharing
trusts of Georgetown Group, Inc., of which Mr. Rose is trustee, 18,988
shares owned by a partnership in which Mr. Rose is one of the general
partners, 8,644 shares owned by Jill and Marshall Rose Foundation, of
which Mr. Rose is a trustee, 84,749 shares owned by Mr. Rose for the
benefit of others, 23,447 shares owned by Mr. Rose as trustee for a
child, 30,048 shares owned by OLP, of which Mr. Rose is a director and
16,167 shares owned by a partnership of which Mr.
Rose is general partner.
(9) This total is qualified by notes (4) through (8).
(10) Includes an aggregate of 69,126 shares which underlie unexercised
options.
<PAGE>
ITEM 2: INDEPENDENT AUDITORS
The Board of Trustees is seeking the approval of the appointment of
Ernst & Young LLP as independent auditors for BRT for the fiscal year ending
September 30, 1999. Representatives of Ernst & Young LLP are expected to be
present at the Annual Meeting and will have the opportunity to make a statement
if they desire to do so and will be available to respond to questions.
If the shareholders do not approve of the appointment of Ernst & Young
LLP, the selection of independent auditors will be made by the Board of
Trustees.
The Board of Trustees recommends a vote "FOR" the appointment of Ernst
& Young LLP as the Trust's independent auditors for the fiscal year ending
September 30, 1999.
<PAGE>
SUBMISSION OF SHAREHOLDER PROPOSALS
The annual meeting of BRT for the year ending September 30, 1999 is
scheduled to be held in March 2000. In order to have any proposal presented by a
shareholder at the meeting included in the proxy statement and form of proxy
relating to the meeting, the proposal must be received by BRT not later than
September 25, 1999.
OTHER MATTERS
The Board does not know of any matter other than those stated in this
Proxy Statement which are to be presented at the Meeting. If any other matter
should properly come before the Meeting, the persons named in the accompanying
proxy will vote the shares represented by it in accordance with their best
judgment. Discretionary authority to vote on other matters is included in the
proxy.
By order of the Board of Trustees
Simeon Brinberg, Secretary
Dated: January 26, 1999
BRT REALTY TRUST
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS
MARCH 25, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints FREDRIC H. GOULD, JEFFREY A. GOULD and SIMEON
BRINBERG, as Proxies each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated below, all the shares of
Beneficial Interest, $3.00 par value per share of BRT Realty Trust held of
record by the undersigned on January 18, 1999 at the Annual Meeting of
Shareholders to be held on March 25, 1999 or any adjournments thereof.
(To be Signed on Reverse Side)
A /X/ Please mark your Votes as in this example
1. Election of Class III Trustees
/ / FOR ALL NOMINEES / / WITHHOLD ALL NOMINEES
Nominees: Fredric H. Gould
Gary Hurand
/ / INSTRUCTIONS: To withhold authority to
vote for any individual nominee, place an
"X" in the box on the left and strike a line
through the nominee's name listed above.
FOR AGAINST ABSTAIN
/ / / / / / 2. Appointment of Ernst & Young LLP as independent
auditors for the fiscal year ending September
30, 1999.
3. In their discretion, the proxies are authorized
to vote upon such other business as may properly
come before the meeting.
This Proxy when properly executed will be voted in the manner directed hereby by
the undersigned shareholder.
PLEASE RETURN USING ENCLOSED ENVELOPE
__________________________________ Date____________, 1999
SIGNATURE
__________________________________ Date____________, 1999
SIGNATURE IF HELD JOINTLY
Please sign exactly as name appears on the certificate or certificates
representing shares to be voted by this proxy, as shown on the label above.
When signing as executor, administrator, attorney, trustee, or guardian,
please give full title as such. If a corporation, please sign full corporation
name by president or other authorized officer. If a partnership, please sign
in partnership nane by authorized person(s).
