<PAGE>
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Entertainment Properties Trust
- ----------------------------------------------------------------
(Name of Issuer)
Common Shares of Beneficial Interest, par value $.01 per share
- ----------------------------------------------------------------
(Title of Class of Securities)
293805105
- ----------------------------------------------------------------
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)
March 3, 2000
- ----------------------------------------------------------------
(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 that is the subject of this Schedule l3D, and is filing
this schedule because of Rule l3d-l(e), 13d-1 (f) or 13d-1(g), check the
following box / /.
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule l3d-7 for other
parties to whom copies are to be sent.
Page 1 of 39 Pages
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Page 2 of 39 Pages
Cusip No. 293805105
- -----------------------------------------------------------------
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)X
(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 - 939,600
NUMBER OF ---------------------------------------------
SHARES 8. SHARED VOTING POWER -
BENEFICIALLY ---------------------------------------------
OWNED BY 9. SOLE DISPOSITIVE POWER - 939,600
EACH ---------------------------------------------
REPORTING 10. SHARED DISPOSITIVE POWER -
PERSON WITH ---------------------------------------------
- -----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 939,600
- -----------------------------------------------------------------
12. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
- -----------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.27%
- -----------------------------------------------------------------
14. TYPE OF
REPORTING PERSON*
OO
<PAGE>
Page 3 of 39 Pages
Cusip No. 293805105
l. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gould Investors L.P. - 11-2763164
- -----------------------------------------------------------------
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)X
(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 - 1,500
NUMBER OF ---------------------------------------------
SHARES 8. SHARED VOTING POWER - 28,500 (1)
BENEFICIALLY ---------------------------------------------
OWNED BY 9. SOLE DISPOSITIVE POWER - 1,500
EACH ---------------------------------------------
REPORTING 10. SHARED DISPOSITIVE POWER - 28,500 (1)
PERSON WITH ---------------------------------------------
- -----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 30,000 (1)
- -----------------------------------------------------------------
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%
- -----------------------------------------------------------------
<PAGE>
Page 4 of 39 Pages
14. TYPE OF
REPORTING PERSON*
PN
(1) Gould Investors L.P. is a general partner in SASS/Gould REIT Partners and
has shared voting and shared dispositive power with respect to the shares owned
by SASS/Gould REIT Partners.
<PAGE>
Page 5 of 39 Pages
Cusip No. 293805105
l. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ONE LIBERTY PROPERTIES, INC. - 13-3147497
- -----------------------------------------------------------------
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)X
(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
MARYLAND
- -----------------------------------------------------------------
7. SOLE VOTING POWER - 2,625
NUMBER OF ---------------------------------------------
SHARES 8. SHARED VOTING POWER -
BENEFICIALLY ---------------------------------------------
OWNED BY 9. SOLE DISPOSITIVE POWER - 2,625
EACH ---------------------------------------------
REPORTING 10. SHARED DISPOSITIVE POWER -
PERSON WITH ---------------------------------------------
- -----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 2,625
- -----------------------------------------------------------------
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 39 Pages
Cusip No. 293805105
l. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SASS/GOULD REIT PARTNERS - 13-4057411
- -----------------------------------------------------------------
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)X
(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
New York
- -----------------------------------------------------------------
7. SOLE VOTING POWER - 28,500
NUMBER OF ---------------------------------------------
SHARES 8. SHARED VOTING POWER -
BENEFICIALLY ---------------------------------------------
OWNED BY 9. SOLE DISPOSITIVE POWER - 28,500
EACH ---------------------------------------------
REPORTING 10. SHARED DISPOSITIVE POWER -
PERSON WITH ---------------------------------------------
- -----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 28,500
- -----------------------------------------------------------------
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*
PN
<PAGE>
Page 7 of 39 Pages
Cusip No. 293805105
l. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fredric H. Gould and Fredric H. Gould Spousal IRA ###-##-####
- -----------------------------------------------------------------
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)X
(b)
- -----------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------
4. SOURCE OF FUNDS*
PF
- -----------------------------------------------------------------
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 - 2,112 (1)
NUMBER OF ---------------------------------------------
SHARES 8. SHARED VOTING POWER - 972,225 (2)
BENEFICIALLY ---------------------------------------------
OWNED BY 9. SOLE DISPOSITIVE POWER - 2,112 (1)
EACH ---------------------------------------------
REPORTING 10. SHARED DISPOSITIVE POWER - 972,225 (2)
PERSON WITH ---------------------------------------------
- -----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 974,337
- -----------------------------------------------------------------
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 6.50%
- -----------------------------------------------------------------
14. TYPE OF
REPORTING PERSON*
IN
NOTE: - (1) The 2,112 shares includes 1,850 shares owned by Fredric H.
Gould, individually, and 262 shares owned by Fredric H. Gould Spousal IRA.
Page 8 of 39 Pages
(2) Fredric H. Gould is Chairman of the Board and Chief Executive Officer
of BRT Realty Trust, a General Partner of Gould Investors L.P. and Chairman of
the Board and Chief Executive Officer of One Liberty Properties, Inc. Gould
Investors L.P. is a general partner of SASS/Gould REIT Partners. Mr. Gould has
shared voting and shared dispositive power as to the Common Shares of the
Company owned by these entities.
<PAGE>
Page 9 of 39 Pages
Cusip No. 293805105
l. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Helaine Gould - ###-##-####
- -----------------------------------------------------------------
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)X
(b)
- -----------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------
4. SOURCE OF FUNDS*
PF
- -----------------------------------------------------------------
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 - 1,000
NUMBER OF ---------------------------------------------
SHARES 8. SHARED VOTING POWER -
BENEFICIALLY ---------------------------------------------
OWNED BY 9. SOLE DISPOSITIVE POWER - 1,000
EACH ---------------------------------------------
REPORTING 10. SHARED DISPOSITIVE POWER -
PERSON WITH ---------------------------------------------
- -----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 1,000
- -----------------------------------------------------------------
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*
IN
<PAGE>
Page 10 of 39 Pages
Cusip No. 293805105
l. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jeffrey Gould - ###-##-####
- -----------------------------------------------------------------
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)X
(b)
- -----------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------
4. SOURCE OF FUNDS*
PF
- -----------------------------------------------------------------
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 - 300
NUMBER OF ---------------------------------------------
SHARES 8. SHARED VOTING POWER - 939,600 (1)
BENEFICIALLY ---------------------------------------------
OWNED BY 9. SOLE DISPOSITIVE POWER - 300
EACH ---------------------------------------------
REPORTING 10. SHARED DISPOSITIVE POWER - 939,600 (1)
PERSON WITH ---------------------------------------------
- -----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 939,900
- -----------------------------------------------------------------
12. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
- -----------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.27% _____________________________________________________________
14. TYPE OF
REPORTING PERSON*
IN
(1) Jeffrey Gould is President of BRT Realty Trust. Accordingly, he has shared
voting and shared dispositive power over the shares owned by BRT Realty Trust.
<PAGE>
Page 11 of 39 Pages
Cusip No. 293805105
l. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Matthew Gould - ###-##-####
- -----------------------------------------------------------------
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)X
(b)
- -----------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------
4. SOURCE OF FUNDS*
PF
- -----------------------------------------------------------------
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 - 350
NUMBER OF ---------------------------------------------
SHARES 8. SHARED VOTING POWER - 30,000 (1)
BENEFICIALLY ---------------------------------------------
OWNED BY 9. SOLE DISPOSITIVE POWER - 350
EACH ---------------------------------------------
REPORTING 10. SHARED DISPOSITIVE POWER - 30,000(1)
PERSON WITH ---------------------------------------------
- -----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 30,350
- -----------------------------------------------------------------
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*
IN
(1) Matthew Gould is President of the managing corporate general partner of
Gould Investors L.P. Accordingly, he may be deemed to have shared voting and
shared dispositive power over the shares owned by Gould Investors L.P. and the
shares owned by SASS/Gould REIT Partners.
<PAGE>
Page 12 of 39 Pages
Cusip No. 293805105
l. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Israel Rosenzweig - ###-##-#### and Zehavit Rosenzweig,
as joint tenants.
- -----------------------------------------------------------------
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)X
(b)
- -----------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------
4. SOURCE OF FUNDS*
PF
- -----------------------------------------------------------------
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 - 1,000
NUMBER OF ---------------------------------------------
SHARES 8. SHARED VOTING POWER -
BENEFICIALLY ---------------------------------------------
OWNED BY 9. SOLE DISPOSITIVE POWER - 1,000
EACH ---------------------------------------------
REPORTING 10. SHARED DISPOSITIVE POWER -
PERSON WITH ---------------------------------------------
- -----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 1,000
- -----------------------------------------------------------------
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*
IN
<PAGE>
Page 13 of 39 Pages
Cusip No. 293805105
l. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Israel Rosenzweig - Keogh Account, 068-52-3463 and Israel Rosenzweig as
custodian for Alon Rosenzweig under New York Uniform Gift to Minors Act
- - ###-##-####.
- -----------------------------------------------------------------
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)X
(b)
- -----------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------
4. SOURCE OF FUNDS*
PF
- -----------------------------------------------------------------
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 - 4,300
NUMBER OF ---------------------------------------------
SHARES 8. SHARED VOTING POWER -
BENEFICIALLY ---------------------------------------------
OWNED BY 9. SOLE DISPOSITIVE POWER - 4,300
EACH ---------------------------------------------
REPORTING 10. SHARED DISPOSITIVE POWER -
PERSON WITH ---------------------------------------------
- -----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 4,300
- -----------------------------------------------------------------
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*
IN
NOTE: The 4,300 shares includes 4,100 shares held in a Keogh Account established
by Mr.Rosenzweig and 200 shares are held by him as a custodian for his son.
<PAGE>
Page 14 of 39 Pages
Item 1. Security and Issuer.
This statement relates to Common Shares of Beneficial Interest, $.01 par value
per share ("Common Shares") of Entertainment Properties Trust, a real estate
investment trust organized under the laws of the State of Maryland (the
"Company"). The address of the principal executive offices of the Company is One
Kansas City Place, 1200 Main Street, Suite 3250, Kansas City, Missouri 64105.
Item 2. Identity and Background
(a) This statement is filed by the following:
o BRT Realty Trust, a business trust organized under the laws of the
Commonwealth of Massachusetts ("BRT")
o Gould Investors L.P. a limited partnership organized under the laws of
the State of Delaware (the "Partnership")
o One Liberty Properties, Inc., a corporation organized under the laws of
the State of Maryland ("OLP")
o Sass/Gould REIT Partners, a general partnership organized under the
laws of the State of New York ("Sass/Gould")
o Fredric H. Gould and Fredric H. Gould Spousal IRA
o Helaine Gould
o Jeffrey Gould
o Matthew Gould
o Israel Rosenzweig and Zehavit Rosenzweig, as joint tenants.
o Israel Rosenzweig Keogh Account and Israel Rosenzweig, as custodian
for Alon Rosenzweig.
(b) The address of the principal business and principal office of BRT, the
Partnership and OLP is 60 Cutter Mill Road, Suite 303, Great Neck, New York
11021. The address of the principal business and principal office of Sass/Gould
is 1185 Avenue of the Americas, New York, NY 10036-2699. The business address of
Fredric H. Gould, Jeffrey Gould, Matthew Gould and Israel Rosenzweig is 60
Cutter Mill Road, Suite 303, Great Neck, New York, 11021. The residence address
of Helaine Gould is 5 Overlook Circle, Manhasset, New York 110301. The residence
address of Zehavit Rosenzweig is 33 Split Rock Road, Kings Point, NY 11024.
<PAGE>
Page 15 of 39 Pages
(c) BRT is a real estate investment trust. Its primary business is originating
and holding for investment for its own account, senior real estate mortgage
loans secured by income producing real property and, to a lesser extent, junior
real estate mortgage loans secured by income producing real property and senior
mortgage loans secured by undeveloped real property.
The Partnership owns and operates and participates in the ownership and
operation of income producing real property. The Partnership also invests in
equity securities of other entities.
OLP is a real estate investment trust. Its primary business is the acquisition,
ownership and management of improved, commercial real estate operated by tenants
under long-term net leases.
Sass/Gould is an investment partnership whose primary activity is to make
investments in the securities of real estate investment trusts.
Item 2 information with respect to Fredric H. Gould, Matthew Gould, Jeffrey
Gould and Israel Rosenzweig is set forth on Attachments A, B, C and D, hereto
which are incorporated herein by reference. Helaine Gould is not employed or
engaged in any business activities. Zehavit Rosenzweig is an occupational
therapist employed by the Millenium Rehab Services, 1302 Kings Highway,
Brooklyn, New York 11229.
Item 2 information with respect to the executive officers and Trustees of BRT is
set forth on Attachment A, which is incorporated herein by reference.
Item 2 information with respect to the individual general partner of the
Partnership and the executive officers of its managing corporate general partner
(Georgetown Partners, Inc.) is set forth on Attachment B, which is incorporated
herein by reference.
Item 2 information with respect to the executive officers and directors of OLP
is set forth on Attachment C, which is incorporated herein by reference.
Item 2 information with respect to the general partners of Sass/Gould is set
forth on Attachment D, which is incorporated herein by reference.
<PAGE>
Page 16 of 39 Pages
(d)- (e)During the last five years neither BRT, nor any of the executive
officers or Trustees of BRT has (i)been convicted in a criminal proceeding
(excluding traffic violations or similar misdemenors) 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 proceeding 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.
During the last five years neither the Partnership, any general partner of the
Partnership, nor any executive officer or director of the corporate general
partner of the Partnership 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 proceeding 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.
During the last five years, neither OLP nor any of the executive officers or
directors of OLP 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 proceeding 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.
During the last five years, neither Sass/Gould nor any of the partners of
Sass/Gould 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 a
result of such proceeding 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.
During the last five years, neither Fredric Gould, Helaine Gould, Matthew Gould,
Jeffrey Gould, Israel Rosenzweig nor
<PAGE>
Page 17 of 39 Pages
Zehavit Rosenzweig 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 a
result of such proceeding 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) Fredric H. Gould, Helaine Gould, Matthew Gould, Jeffrey Gould, Israel
Rosenzweig and Zehavit Rosenzweig are citizens of the United States of America.
BRT was organized under Massachusetts law, the Partnership was organized under
Delaware law, OLP was organized under Maryland law and Sass/Gould was organized
under New York law.
Item 3. Source and Amount of Funds or Other Consideration
o As of the date hereof BRT has purchased a total of 939,600 Common Shares of
the Company at an aggregate cost of $12,602,829. The funds used to make
these purchases came from BRT's working capital. In May, 1999, BRT entered
into a $45,000,000 Revolving Credit Agreement with TransAmerica Business
Credit Corp. ("TransAmerica") which permits borrowings on a revolving
basis. Any borrowings under the Revolving Credit Agreement must be secured
by mortgage receivables or real property. No funds were drawn down under
this Credit Agreement to purchase Common Shares of the Company. At the date
hereof, $122,000 is outstanding under this Credit Agreement.
o As of the date hereof the Partnership has purchased a total of 1,500 Common
Shares of the Company at an aggregate cost of $26,040. The funds used to
make these purchases came from the Partnership's working capital. The
Partnership has a current availability of approximately $17,000,000 under a
margin account maintained by the Partnership with Saloman Smith Barney. No
funds were drawn down under this margin account to purchase Common Shares
of the Company.
o OLP has purchased a total of 2,625 Common Shares of the Company at an
aggregate cost of $41,423. The funds used to make these purchases came
from OLP's working capital.
o Sass/Gould has purchased a total of 28,500 Common Shares of the Company at
an aggregate cost of $428,070. The funds used to make these purchases came
from Sass/Gould's working capital.
o Fredric H. Gould and Fredric H. Gould Spousal IRA purchased
<PAGE>
Page 18 of 39 Pages
1,850 Common Shares and 262 Common Shares of the Company, respectively, at
an aggregate cost of $38,417. The funds used to make these purchases came
from Mr. Gould's personal funds.
o Helaine Gould, Jeffrey Gould and Matthew Gould purchased 1,000 Common
Shares, 300 Common Shares and 350 Common Shares of the Company,
respectively, at a cost of $18,200, $5,400 and $5,500, respectively. The
funds used to purchase these Common Shares came from the personal funds of
each of said inviduals.
o Israel Rosenzweig purchased 5,300 Common Shares of the Company (1,000
shares in a joint tenancy account with his wife, Zehavit Rosenzweig, 4,100
shares for his Keogh Account and 200 shares as custodian for his son) at a
total cost of $88,960. The funds used to make these purchases came from Mr.
Rosenzweig's personal funds.
Item 4. Purpose of the Transaction
BRT, the Partnership, OLP, Sass/Gould, Fredric H. Gould, Helaine Gould, Matthew
Gould, Jeffrey Gould and Israel Rosenzweig acquired the Common Shares of the
Company as an investment. BRT and Sass/Gould, subject to availability at prices
deemed favorable and subject to its continuing evaluation of the Company, may
purchase additional Common Shares of the Company in the open market or in
privately negotiated transactions. The Partnership, OLP, Fredric H. Gould,
Helaine Gould, Matthew Gould, Jeffrey Gould, Israel Rosenzweig and Zehavit
Rosenzweig do not presently intend to purchase additional Common Shares of the
Company. BRT, the Partnership, OLP, Sass/Gould, Fredric H. Gould, Helaine Gould,
Matthew Gould, Jeffrey Gould, Israel Rosenzweig and Zehavit Rosenzweig may in
the future determine to sell all or a portion of the Common Shares owned by
them.
Except as described in this statement, neither BRT, the Partnership, OLP,
Sass/Gould, Fredric H. Gould, Helaine Gould, Matthew Gould, Jeffrey Gould,
Israel Rosenzweig nor Zehavit Rosenzweig have any present plans or proposals
that relate to or would result in: (a) the acquisition by any person of
additional Common Shares of the Company or the disposition of any Common Shares
of the Company, (b) an extraordinary corporate transaction such as a merger,
reorganization or liquidation involving the Company or any of its subsidiaries;
(c) the 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
<PAGE>
Page 19 of 39 Pages
dividend policy of the Company; (f) any other material change in a 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 persons; (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 of 1934; 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,939,600 Common Shares of the Company, constituting
approximately 6.27% of the 14,986,851 Common Shares outstanding.
The Partnership owns, as of this date, 1,500 Common Shares of the Company,
constituting less than 1% of the Common Shares outstanding.
OLP owns, as of this date, 2,625 Common Shares of the Company, constituting less
than 1% of the Common Shares outstanding.
Sass/Gould owns, as of this date, 28,500 Common Shares of the Company,
constituting less than 1% of the Common Shares of Common Stock outstanding.
Fredric H. Gould, individually and in his Spousal IRA, owns as of this date,
2,112 Common Shares, Helaine Gould (Fredric Gould's wife) owns, as of this date,
1,000 Common Shares, Matthew Gould (Fredric H. and Helaine Gould's son) owns, as
of this date, 350 Common Shares, Jeffrey Gould (Fredric H. and Helaine Gould's
son) owns, as of this date, 300 Common Shares, and Israel Rosenzweig, jointly
with his wife, in a Keogh Account established by him and as custodian for his
son, owns, as of this date, 5,300 Common Shares of the Company.
In the aggregate, BRT, the Partnership, OLP, Sass/Gould, Fredric H. Gould,
individually and in his Spousal IRA, Helaine Gould, Matthew Gould, Jeffrey Gould
and Israel Rosenzweig, who are filing as a group, own 981,287 Common Shares in
the aggregate, or 6.55% of the oustanding Common Shares of the Company.
(b) BRT has sole voting and dispositive power with respect to the Common Shares
it owns. Fredric H. Gould as Chairman of the Board and Chief Executive Officer
of BRT and Jeffrey Gould as
<PAGE>
Page 20 of 39 Pages
President and Chief Operating Officer of BRT each have shared voting and
dispositive power with respect to the Common Shares owned by BRT.
The Partnership has sole voting and dispositive power with
respect to the Common Shares it owns. Fredric H. Gould, as a general partner of
the Partnership and as Chairman of the Board and sole shareholder of the
managing corporate general partner of the Partnership, and Matthew Gould, as
President of the managing corporate general partner of the Partnership, have
shared voting and dispositive power with respect to the Common Shares owned by
the Partnership and the Common Shares owned by Sass/Gould.
OLP has sole voting and dispositive power with respect to the Common Shares it
owns. Fredric H. Gould, as Chairman of the Board and Chief Executive Officer of
OLP, has shared voting and dispositive power with respect to the Common Shares
owned by OLP.
Sass/Gould has sole voting and dispositive power with respect to the Common
Shares it owns. The Partnership, as a general partner of Sass/Gould, and Fredric
H. Gould by virtue of his position as a general partner of the Partnership, and
Fredric H. Gould and Matthew Gould, by virtue of their positions with the
managing corporate general partner of the Partnership have shared voting and
dispositive power with respect to the Common Shares owned by Sass/Gould.
Fredric H. Gould has sole voting and dispositive power with respect to the
Common Shares he owns.
Helaine Gould has sole voting and dispositive power with respect to the Common
Shares she owns.
Matthew Gould has sole voting and dispositive power with respect to the Common
Shares he owns.
Jeffrey Gould has sole voting and dispositive power with respect to the Common
Shares he owns.
Israel Rosenzweig and Zehavit Rosenzweig have shared voting and dispositive
power with respect to the Common Shares owned by them jointly, Israel Rosenzweig
has sole voting and dispositive power with respect to the Common Shares in his
Keogh Account and the Common Shares owned by him as custodian for his son, Alon
Rosenzweig. Mr. Rosenzweig disclaims any beneficial interest in the shares which
he holds as custodian for his son.
<PAGE>
Page 21 of 39 Pages
(c) The following table sets forth transactions in the Common Shares of the
Company effected by BRT sixty (60) days prior to the event requiring the filing
of this statement. All shares were purchased in open market purchases over the
facilities of The New York Stock Exchange.
DATE OF # OF PRICE
PURCHASE SHARES PER SHARE
-------- ------ ---------
01/03/2000 1,600 $13.1250
01/03/2000 2,000 13.1875
01/04/2000 7,000 13.1250
01/05/2000 1,000 13.0000
01/05/2000 1,400 13.0625
01/05/2000 10,000 13.5000
01/06/2000 6,000 13.8750
01/07/2000 3,100 14.1875
01/07/2000 1,000 14.3750
01/10/2000 2,000 13.8125
01/10/2000 1,000 14.0000
01/10/2000 1,000 14.1250
01/10/2000 2,000 14.1875
01/10/2000 1,500 14.2500
01/10/2000 2,000 14.3750
01/10/2000 1,200 14.5000
01/10/2000 4,500 14.5625
01/10/2000 2,000 14.6250
01/11/2000 500 14.1875
01/11/2000 2,500 14.2500
01/11/2000 500 14.3125
01/11/2000 5,500 14.3750
01/11/2000 2,000 14.4375
01/12/2000 6,500 14.1875
01/12/2000 4,000 14.2500
01/12/2000 6,600 14.3125
01/12/2000 4,000 14.3750
01/12/2000 3,800 14.4375
01/12/2000 10,500 14.5000
01/13/2000 2,000 13.9375
01/13/2000 9,700 14.0000
01/18/2000 2,000 13.3750
01/18/2000 3,000 13.4375
01/18/2000 10,600 13.5000
01/19/2000 3,000 13.5625
01/20/2000 400 13.5625
01/20/2000 6,000 13.6250
01/21/2000 2,000 13.7500
01/21/2000 4,000 13.9375
01/21/2000 28,100 14.0000
Page 22 of 39 Pages
DATE OF # OF PRICE
PURCHASE SHARES PER SHARE
-------- ------ ---------
01/24/2000 4,000 13.6250
01/25/2000 1,200 13.5000
01/25/2000 1,000 13.5625
01/25/2000 1,000 13.6875
01/25/2000 1,500 13.7500
01/25/2000 1,000 13.8750
01/26/2000 2,000 13.8125
01/26/2000 5,000 13.9375
01/27/2000 1,000 13.8125
01/28/2000 1,000 13.6875
01/28/2000 2,100 13.7500
01/28/2000 1,800 13.8125
01/31/2000 10,500 13.8125
02/01/2000 200 13.9375
02/02/2000 2,500 14.0000
02/03/2000 6,000 14.0000
02/04/2000 5,400 13.9375
02/04/2000 1,500 14.0000
02/07/2000 2,600 13.7500
02/07/2000 9,700 13.8125
02/08/2000 3,500 14.0000
02/09/2000 11,000 14.0000
02/10/2000 2,000 13.6875
02/10/2000 9,000 13.7500
02/11/2000 500 13.5000
02/11/2000 2,500 13.5625
02/11/2000 2,500 13.6250
02/14/2000 2,000 13.0625
02/14/2000 1,000 13.1875
02/14/2000 13,000 13.2500
02/14/2000 1,000 13.4375
02/14/2000 1,000 13,5000
02/15/2000 2,100 13.4375
02/15/2000 2,500 13.5000
02/15/2000 2,000 13.6875
02/15/2000 4,200 13.7500
02/15/2000 1,200 13.9375
02/15/2000 5,000 14.0625
02/16/2000 6,100 13.8125
02/16/2000 12,100 13.8750
02/16/2000 3,000 13.9375
02/17/2000 2,400 13.6875
02/17/2000 3,000 13.7500
02/17/2000 7,500 13.8125
02/17/2000 500 13.8750
02/17/2000 500 13.9375
<PAGE>
Page 23 of 39 Pages
DATE OF # OF PRICE
PURCHASE SHARES PER SHARE
-------- ------ ---------
02/23/2000 4,000 13.1875
02/23/2000 5,000 13.2500
02/23/2000 11,900 13.3125
02/23/2000 2,000 13.4375
02/23/2000 3,600 13.5000
02/23/2000 5,100 13.6875
02/24/2000 8,000 13.7500
02/24/2000 200 13.8750
02/24/2000 16,300 14.0000
02/25/2000 8,700 13.8750
02/25/2000 19,300 14.0000
02/28/2000 14,600 14.0000
03/03/2000 50,000 13.0000
03/06/2000 300 12.7500
03/06/2000 3,000 12.8125
03/06/2000 8,000 12.9375
03/06/2000 10,500 13.0000
03/07/2000 10,200 12.6250
03/07/2000 1,500 12.6875
03/07/2000 3,000 12.3125
03/07/2000 2,000 12.4375
03/07/2000 9,000 12.5000
03/07/2000 1,000 12.3750
03/07/2000 900 12.0625
03/08/2000 5,000 12.8750
03/08/2000 1,000 12.6875
03/08/2000 1,000 12.7500
03/08/2000 1,000 12.6250
03/09/2000 300 13.0625
03/09/2000 2,700 13.0000
03/09/2000 1,900 12.6875
03/09/2000 48,000 12.7500
03/10/2000 17,000 12.5000
03/10/2000 11,300 12.6875
03/10/2000 4,100 12.6250
03/10/2000 500 12.4375
03/10/2000 60,000 12.7500
The following table sets for the transactions in the Common Shares of the
Company effected by Gould/Sass sixty (60) days prior to the event requiring the
filing of this statement. All shares were purchased in open market purchases
over the facilities of The New York Stock Exchange.
DATE OF # OF PRICE
PURCHASE SHARES PER SHARE
-------- ------ ---------
01/06/2000 1,000 13.8125
01/13/2000 1,000 13.8125
<PAGE>
Page 24 of 39 Pages
None of the other members of the group have purchased any Common Shares of the
Company within sixty (60) days prior to the event requiring the filing of this
statement.
Except as set forth herein, BRT, its executive officers and trustees, the
Partnership, its general partners (including officers and directors of its
corporate general partner), OLP, its officers and directors, Sass/Gould and its
partners, Fredric H. Gould, Helaine Gould, Matthew Gould, Jeffrey Gould, Israel
Rosenzweig and Zehavit Rosenzweig (i) do not own or have the right to acquire,
directly or indirectly, any Common Shares of the Company; and (ii) have not in
the past sixty (60) days effected any transactions in Common Shares 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, finder's 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. Exhibit - (a) Agreement to file jointly.
(b) Power of Attorney.
<PAGE>
Page 25 of 39 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: March 10, 2000
BRT REALTY TRUST s/Fredric H. Gould
------------------
Fredric H. Gould
By s/Jeffrey Gould
- ------------------
Jeffrey Gould, s/Fredric H. Gould
President -------------------
Fredric H. Gould Spousal IRA
GOULD INVESTORS L.P.
By: GEORGETOWN PARTNERS, INC. s/Helaine Gould
-------------------
MANAGING GENERAL PARTNER Helaine Gould
By s/Simeon Brinberg s/Matthew Gould
- -------------------- ---------------
Simeon Brinberg, Matthew Gould
Senior Vice President
s/Jeffrey Gould
---------------
ONE LIBERTY PROPERTIES, INC. Jeffrey Gould
By: s/Jeffrey Fishman s/Israel Rosenzweig
- --------------------- -------------------
Jeffrey Fishman, Israel Rosenzweig,
President Individually and as
Custodian
SASS/GOULD REIT PARTNERS s/Zehavit Rosenzweig
--------------------
BY GOULD INVESTORS L.P., Zehavit Rosenzweig
GENERAL PARTNER
BY: GEORGETOWN PARTNERS, INC.
BY: s/Simeon Brinberg
- ---------------------
Simeon Brinberg,
Senior Vice President
<PAGE>
Page 26 of 39 Pages
ATTACHMENT A
Item 2. Identity and Background of Officers and Trustees of BRT
Principal Occupation
Name Position and Address
- ---- -------- -----------
Fredric H. Gould Chairman of the General Partner of
Board and Chief Gould Investors L.P.;
Executive Officer Chairman, sole
Stockholder and sole Director of
Georgetown Partners, Inc.
("Georgetown"); Chairman of the
Board and Chief Executive Officer
of One Liberty Properties, Inc.;
Chairman of the Board and Chief
Executive Officer of BRT Realty
Trust; President, sole stockholder
and sole director of REIT
Management Corp., advisor to BRT
Realty Trust; Real Estate Investor;
all located at 60 Cutter Mill Road
Great Neck, NY 11021
Jeffrey Gould President and President and Chief
Chief Operating Operating Officer of
Officer; Trustee BRT Realty Trust; Senior
Vice President of One
Liberty Properties, Inc.;
Senior Vice President of
Georgetown Partners, Inc.;
Vice President of Majestic
Property Management Corp.;
all located at 60 Cutter
Mill Road, Great Neck, NY 11021.
Patrick J. Callan Trustee Principal of the RREEF
Funds, pension fund real
Page 27 of 39 Pages
Principal Occupation
Name Position and Address
- ---- -------- -----------
estate investments;
located at 380 Madison
Avenue, New York, NY 10022
David Herold Trustee Consultant; located at
16 Southdown Court,
Huntington, NY 11743
Arthur Hurand Trustee Private Investor;
located at 4184 Pier North Blvd.,
Suite A, Flint, MI 48504
Gary Hurand Trustee President of Dawn Donut
Systems, Inc., located at
4184 Pier North Blvd.,
Suite A, Flint, MI 48504
Herbert C. Lust II Trustee Private Investor; located
at 54 Porchuck Road,
Greenwich, CT 06830
Marshall Rose Trustee Real Estate Consultant;
President of Georgetown
Equities, Inc., located at
667 Madison Avenue,
New York, NY 10021
Matthew J. Gould Senior Vice President of
President Georgetown Partners, Inc.;
Senior Vice President of
One Liberty Properties Inc.;
Vice President of REIT
Management Corp.; Vice
President of BRT Realty
Trust; Vice President of
Majestic Property Manage-
ment Corp. all located at
60 Cutter Mill Road,
Great Neck, NY 11021.
Israel Rosenzweig Vice President President of BRT Funding Corp., a
wholly-owned subsidiary of BRT
Realty Trust and Vice President
Page 28 of 39 Pages
Principal Occupation
Name Position and Address
- ---- -------- -----------
of BRT Realty Trust; Vice
President of Georgetown
Partners, Inc.; Senior Vice
President of One Liberty
Properties, Inc.; all
located at 60 Cutter Mill Road,
Great Neck, NY 11021.
Simeon Brinberg Senior Vice Senior Vice President
President and and Secretary
Secretary of BRT Realty Trust;
Vice President of One
Liberty Properties, Inc.; Senior
Vice President and Secretary of
Georgetown Partners, Inc., all
located at 60 Cutter Mill Road,
Great Neck, NY 11021.
David W. Kalish Senior Vice Senior Vice President
President - -Finance of BRT Realty
Finance Trust; Vice President and
Chief Financial Officer of
One Liberty Properties, Inc.,
Georgetown Partners, Inc.,and
REIT Management Corp., all
located at 60 Cutter Mill Road,
Great Neck, NY 11021.
George Zweier Vice President, Vice President and
Chief Financial Chief Financial Officer
Officer of BRT Realty Trust;
located at 60 Cutter Mill Road,
Great Neck, NY 11021.
Eugene J. Keely Vice President Vice President of BRT
Realty Trust; located at
60 Cutter Mill Road,
Great Neck, NY 11021
Page 29 of 39 Pages
Principal Occupation
Name Position and Address
- ---- -------- -----------
Mark H. Lundy Vice President Vice President of
BRT Realty Trust;
Vice President of
Georgetown Partners Inc.;
Secretary of One
Liberty Properties Inc.;all
located at 60 Cutter Mill
Road, Great Neck, NY
11021.
Seth D. Kobay Vice President Vice President and
Treasurer of BRT Realty Trust;
Vice President and
Treasurer of One
Liberty Properties, Inc.; Vice
President of Operations of
Georgetown Partners, Inc.; all
located at 60 Cutter Mill Road,
Great Neck, NY 11021.
<PAGE>
Page 30 of 39 Pages
ATTACHMENT B
Item 2. Identity and Background of General Partners of Gould Investors, L.P.
Principal Occupation
Name Position and Address
- ---- -------- -----------
Fredric H. Gould General Partner General Partner of
Gould Investors L.P.;
Chairman, sole
stockholder and sole
director of Georgetown
Partners, Inc.
("Georgetown"); Chairman of the
Board and Chief Executive
Officer of BRT Realty
Trust ("BRT"); Chairman of the
Board and Chief Executive
Officer of One Libety
Properties, Inc.;
President, sole stock-
holder and sole director of REIT
Management Corp.,
advisor to BRT Realty
Trust; Real Estate
Investor; all located
at 60 Cutter Mill Road
Great Neck, NY 11021
Georgetown Partners, Inc. General 60 Cutter Mill Road
Partner Great Neck, NY 11021
<PAGE>
Page 31 of 39 Pages
Officers of Georgetown Partners, Inc. -
Managing General Partner of Gould Investors L.P.
Principal Occupation
Name Position and Address
- ---- -------- -----------
Fredric H. Gould Chairman See Above
of the Board,
Sole Director
Matthew J. Gould President President of Georgetown Partners,
Inc.; Senior Vice President of
One Liberty Properties Inc.;
Vice President of REIT
Management Corp.; Vice
President of BRT Realty
Trust;Vice President of
Majestic Property Manage-
ment Corp. all located at
60 Cutter Mill Road,
Great Neck, NY 11021.
Jeffrey Gould Vice President President and Chief
Operating Officer of
BRT Realty Trust; Senior
Vice President of One
Liberty Properties, Inc.;
Senior Vice President of
Georgetown Partners, Inc.;
Vice President of Majestic
Property Management Corp.;
all located at 60 Cutter Mill
Road, Great Neck, NY 11021.
Israel Rosenzweig Vice President President of BRT Funding Corp., a
wholly-owned subsidiary of BRT
Realty Trust and Vice President of
BRT Realty Trust; Vice
President of Georgetown
Partners, Inc.; Senior Vice
President of One Liberty
Properties, Inc.; all
located at 60 Cutter Mill Road,
Great Neck, NY 11021.
<PAGE>
Page 32 of 39 Pages
Principal Occupation
Name Position and Address
- ---- -------- -----------
Simeon Brinberg Senior Vice Senior Vice President and Secretary
President and of BRT Realty Trust; Vice President
Secretary of One Liberty Properties, Inc;
Senior Vice President and Secretary
of Georgetown Partners, Inc., all
located at 60 Cutter Mill Road,
Great Neck, NY 11021.
David W. Kalish Vice President Senior Vice President
and Chief -Finance of BRT Realty
Financial Officer Trust; Vice President and
Chief Financial Officer of
One Liberty Properties, Inc.,
Georgetown Partners, Inc., and
REIT Management Corp., all
located at 60 Cutter Mill Road,
Great Neck, NY 11021.
Mark H. Lundy Vice President Vice President of
BRT Realty Trust;
Vice President of
Georgetown Partners Inc.;
Secretary of One
Liberty Properties Inc.;
all located
at 60 Cutter Mill
Road, Great Neck, NY
11021.
Seth D. Kobay Vice President Vice President and
Treasurer of BRT Realty Trust;
Vice President and
Treasurer of One
Liberty Properties, Inc.;
Vice President of Operations of
Georgetown Partners,
Page 33 of 39 Pages
Principal Occupation
Name Position and Address
- ---- -------- -----------
Inc.; all located at 60 Cutter
Mill Road, Great Neck, NY 11021.
Karen Dunleavy Treasurer Vice President, Financial, One
Liberty Properties, Inc.;
Treasurer, Georgetown Partners,
Inc.; all located at 60 Cutter
Mill Road, Great Neck, NY 11021.
<PAGE>
Page 34 of 39 Pages
ATTACHMENT C
Item 2. Identity and Background of Officers and Directors of OLP.
Principal Occupation
Name Position and Address
- ---- -------- -----------
Fredric H. Gould Chairman of the General Partner of
Board and Chief Gould Investors L.P.;
Executive Officer Chairman, sole
stockholder and sole
director of Georgetown
Partners, Inc.
("Georgetown"); Chairman of the
Board and Chief Executive
Officer of BRT Realty
Trust ("BRT");Chairman of the Board
and Chief Executive
Officer of One Libety
Properties, Inc.;
President, sole stock-
holder and sole director of
REIT Management Corp.,
advisor to BRT Realty
Trust; Real Estate
Investor; all located
at 60 Cutter Mill Road
Great Neck, NY 11021
Jeffrey Fishman President and President and Chief
Chief Operating Operating Officer of
Officer One Liberty Properties,
Inc., located at 60 Cutter Mill
Road, Great Neck, NY 11021.
Matthew J. Gould Senior Vice President of
President and Georgetown Partners, Inc.;
Director Senior Vice President of
One Liberty Properties Inc.;
Vice President of REIT
Management Corp.; Vice
President of BRT Realty
Page 35 of 39 Pages
Principal Occupation
Name Position and Address
- ---- -------- -----------
Trust; Vice President of
Majestic Property Manage-
ment Corp. all located at
60 Cutter Mill Road,
Great Neck, NY 11021.
Jeffrey Gould Senior Vice President and Chief
President and Operating Officer of
Director BRT Realty Trust; Senior
Vice President of One
Liberty Properties, Inc.;
Senior Vice President of
Georgetown Partners, Inc.;
Vice President of Majestic
Property Management Corp.;
all located at 60 Cutter Mill
Road, Great Neck, NY 11021.
Charles Biederman Director Real Estate Developer;
Vice Chairman of Sunstone
Hotel Investors, Inc.;
located at 5 Sunset Drive,
Englewood, CO 80110
Joseph Amato Director Real Estate Developer;
Managing Partner of the
Kent Companies; located at
615 Route 32,
Highland Hills, NY 10930
Arthur Hurand Director Private Investor;
located at 4184 Pier North
Boulevard, Flint, MI 48504
Marshall Rose Director Real Estate Developer;
President of Georgetown
Equities, Inc., located
at 667 Madison Avenue
New York, NY 10021
Simeon Brinberg Vice President Senior Vice President
and Secretary
of BRT Realty Trust;
Page 36 of 39 Pages
Principal Occupation
Name Position and Address
- ---- -------- -----------
Vice President of
One Liberty Properties, Inc.,
Senior Vice President and Secretary
of Georgetown Partners, Inc., all
located at 60 Cutter Mill Road,
Great Neck, NY 11021.
David W. Kalish Vice President Senior Vice President
and Chief -Finance of BRT Realty
Financial Officer Trust; Vice President and
Chief Financial Officer of
One Liberty Properties, Inc.,
Georgetown Inc., and
REIT Management Corp., all
located at 60 Cutter Mill
Road, Great Neck, NY
11021.
Mark H. Lundy Secretary Vice President of
BRT Realty Trust;
Vice President of
Georgetown Partners Inc.;
Secretary of One Liberty
Properties Inc.; all
located at 60 Cutter Mill
Road, Great Neck, NY
11021.
Seth D. Kobay Vice President Vice President and
and Treasurer Treasurer of BRT
Realty Trust;
Vice President and
Treasurer of One
Liberty Properties, Inc.;
Vice President of Operations
of Georgetown Partners;
all located at
60 Cutter Mill Road
Great Neck, NY 11021
<PAGE>
Page 37 of 39 Pages
ATTACHMENT D
Item 2. Identity and Background of Partners of Sass/Gould Reit Partners.
Principal Occupation
Name Position and Address
- ---- -------- -----------
Gould Investors L.P. Partner See Attachment B for
Information concerning
the general partners of
Gould Investors L.P. and the
officers and directors
of the managing corporate
general partner of Gould Investors
L.P.
M.D. Sass Partner Executive Officer and
Principal of the M.D. Sass
Organization, an investment
advisory group consisting
of a number of registered
investment advisers and
other entities, located at
1185 Avenue of the Americas,
New York, NY 10036.
Hugh R. Lamle Partner Executive Officer and
Keogh Plan Principal of the M.D. Sass
Organization, an investment
advisory group consisting of a
number of registered investment
advisers and other entities,
located at 1185 Avenue of the
Americas, New York, NY 10036.
<PAGE>
Page 38 of 39 Pages
EXHIBIT
The undersigned agree to file a single statement on Schedule 13D pursuant to
Rule 13d-1(k)(l) of the Securities Exchange Act of 1934.
Dated: March 10, 2000
BRT REALTY TRUST s/Fredric H. Gould
------------------
Fredric H. Gould
By s/Jeffrey Gould
- ------------------
Jeffrey Gould, s/Fredric H. Gould
President -------------------
Fredric H. Gould Spousal IRA
GOULD INVESTORS L.P.
By: GEORGETOWN PARTNERS, INC. s/Helaine Gould
-------------------
MANAGING GENERAL PARTNER Helaine Gould
By s/Simeon Brinberg s/Matthew Gould
- -------------------- ---------------
Simeon Brinberg, Matthew Gould
Senior Vice President
s/Jeffrey Gould
---------------
ONE LIBERTY PROPERTIES, INC. Jeffrey Gould
By: s/Jeffrey Fishman s/Israel Rosenzweig
- --------------------- -------------------
Jeffrey Fishman, Israel Rosenzweig,
President Individually and as
Custodian
s/Zehavit Rosenzweig by
SASS/GOULD REIT PARTNERS Simeon Brinberg Attorney in Fact
BY GOULD INVESTORS L.P., --------------------------------
GENERAL PARTNER Zehavit Rosenzweig
BY: GEORGETOWN PARTNERS, INC.
BY: s/Simeon Brinberg
- ---------------------
Simeon Brinberg,
Senior Vice President
<PAGE>
Page 39 of 39 Pages
POWER OF ATTORNEY
Know All Men By These Presents, that each person whose signature appears below
hereby appoints Simeon Brinberg and David W. Kalish, or either of them, his or
her true and lawful attorney - in - fact and agent with full power of
substitution and resubstitution for him in his name, place and stead in any and
all capacities, to sign and file a Schedule 13D under the Securities Exchange
Act of 1934, as amended relating to Entertainment Properties Trust and any all
amendments to said Schedule 13D, and all exhibits and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
each said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person hereby ratifying and confirming all that each said attorney-in-fact and
agent or his substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
SIGNATURE DATE
s/Fredric H. Gould March 10, 2000
------------------
Fredric H. Gould
s/Fredric H. Gould March 10, 2000
------------------
Fredric H. Gould Spousal
IRA
s/Helaine Gould March 10, 2000
---------------
Helaine Gould
s/Jeffrey Gould March 10, 2000
---------------
Jeffrey Gould
s/Matthew Gould March 10, 2000
---------------
Matthew Gould
s/Israel Rosenzweig March 10, 2000
-------------------
Israel Rosenzweig
s/Zehavit Rosenzweig March 10, 2000
--------------------
Zehavit Rosenzweig
s/Israel Rosenzweig March 10, 2000
-------------------
Israel Rosenzweig,
as Custodian
