<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
CLEVETRUST REALTY INVESTORS
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(Name of Issuer)
Shares of Beneficial Interest $1.00 par value
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(Title of Class of Securities)
186780-10-2
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(CUSIP Number)
Howard Amster, 25812 Fairmount Blvd, Beachwood, Ohio 44122 (216) 595-1047
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 19, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with this statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
<PAGE> 2
SCHEDULE 13D
Amendment No. 6
<TABLE>
CUSIP NO. 186780-10-2 PAGE 2 OF 9 PAGES
<S> <C>
- -----------------------------------------------------------------------------------------------------------
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | HOWARD AMSTER |
|-----|---------------------------------------------------------------------------------------------------|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] |
| | ---- |
| | (b) [ X ] |
| | ---- |
|-----|---------------------------------------------------------------------------------------------------|
| 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 |
| | USA |
| | |
|-------------------------------|-------|-----------------------------------------------------------------|
| NUMBER OF | 7 | SOLE VOTING POWER |
| | | |
| SHARES | | 1,010,380 |
| |-------|-----------------------------------------------------------------|
| BENEFICIALLY | 8 | SHARED VOTING POWER |
| | | |
| OWNED BY | | 10,000 |
| |-------|-----------------------------------------------------------------|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| | | |
| REPORTING | | 1,010,380 |
| | | |
| PERSON |-------|-----------------------------------------------------------------|
| | 10 | SHARED DISPOSITIVE POWER |
| WITH | | |
| | | 10,000 |
|-------------------------------|-------|-----------------------------------------------------------------|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 1,020,380 |
|-----|---------------------------------------------------------------------------------------------------|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN |
| | SHARES* [ X ] |
| | ---- |
|-----|---------------------------------------------------------------------------------------------------|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | |
| | 19.7% |
|-----|---------------------------------------------------------------------------------------------------|
| 14 | TYPE OF REPORTING PERSON* |
| | IN CO |
| | |
- -----------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 3
SCHEDULE 13D
Amendment No. 6
<TABLE>
CUSIP NO. 186780-10-2 PAGE 3 OF 9 PAGES
<S> <C>
- -----------------------------------------------------------------------------------------------------------
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | Tamra F. Gould |
|-----|---------------------------------------------------------------------------------------------------|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] |
| | ---- |
| | (b) [ x ] |
| | ---- |
|-----|---------------------------------------------------------------------------------------------------|
| 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 |
| | USA |
| | |
|-------------------------------|-------|-----------------------------------------------------------------|
| NUMBER OF | 7 | SOLE VOTING POWER |
| | | |
| SHARES | | 131,800 |
| |-------|-----------------------------------------------------------------|
| BENEFICIALLY | 8 | SHARED VOTING POWER |
| | | |
| OWNED BY | | 10,000 |
| |-------|-----------------------------------------------------------------|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| | | |
| REPORTING | | 131,800 |
| | | |
| PERSON |-------|-----------------------------------------------------------------|
| | 10 | SHARED DISPOSITIVE POWER |
| WITH | | 10,000 |
| | | |
|-------------------------------|-------|-----------------------------------------------------------------|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 141,800 |
| | |
|-----|---------------------------------------------------------------------------------------------------|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN |
| | SHARES* [ X ] |
| | ---- |
|-----|---------------------------------------------------------------------------------------------------|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 2.74% |
| | |
|-----|---------------------------------------------------------------------------------------------------|
| 14 | TYPE OF REPORTING PERSON* |
| | IN CO |
| | |
- -----------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 4
Schedule 13D
Amendment No. 6
CUSIP No. 186780-1--2 Page 4 of 9 Pages
There are no other changes to the Schedule 13D, except as set forth in a 5th,
4th 3rd, 2nd, 1st amendment and as set forth in this 6th amendment.
Item 1. Security and Issuer.
The Schedule 13D as originally filed related to shares of Beneficial Interest,
$1.00 par value (the "Shares"), of CleveTrust Realty Investors (the "Issuer").
The Schedule 13D as originally filed reported the address of the Issuer as:
CleveTrust Realty Investors
2001 Crocker Road, Suite 400
Westlake, Ohio 44145
John C. Kikol, President
Item 2. Identity and Background.
Howard Amster and Tamra F. Gould are husband and wife.
The Schedule 13D originally filed reported Tamra F. Gould as a reporting person.
The Schedule 13D originally filed reported that Tamra F. Gould's address is
25812 Fairmount Blvd, Beachwood, Ohio 44122.
The Schedule 13D originally filed reported- Tamra F. Gould's principal
occupation as a Securities Trader at Tamar Securities, Inc., a Broker Dealer,
25812 Fairmount Blvd., Beachwood, Oh 44122
The Schedule 13D originally filed reported that Tamra F. Gould has not within
the last five years been convicted in any criminal proceedings (excluding
traffic violations or similar misdemeanors, if any).
The Schedule 13D originally filed reported that Tamra F. Gould is a citizen of
the U.S.A.
The Schedule 13D originally filed reported Howard Amster as a reporting person.
The Schedule 13D originally filed reported that Howard Amster's address is 25812
Fairmount Blvd., Beachwood, Ohio 44122
The Schedule 13D originally filed reported that Howard Amster's principal
occupations is a stockbroker. This amendment no. 6 changes his address to..
Everen Securities, Inc. (previously known as Kemper Securities, Inc.) at 23811
Chagrin Blvd, Suite 200, Beachwood, Ohio 44122
The Schedule 13D originally filed reported that Howard Amster has not within the
last five years been convicted in any criminal proceedings (excluding traffic
violations or similar misdemeanors, if any).
<PAGE> 5
Schedule 13D
CUSIP No. 186780-1-2 Amendment No.6 Page 5 of 9 Pages
The Schedule 13D originally filed reported that Howard Amster is a citizen of
the U.S.A.
The Schedule 13D originally filed reported that Mr. Amster is a member of the
Board of Trustees of the Issuer.
This Amendment No. 6 further amends Schedule 13D to report on February 19, 1997,
the Issuer and its principal shareholders (the "Principal Shareholders")
entered into a letter of intent (the "Letter of Intent" with RM Crowe Company
("RMC"). Howard Amster and Tamra F. Gould are principal shareholders of the
Issuer and executed the Letter of Intent. The Letter of Intent provides that
RMC, the Issuer, and the Principal Shareholders intend to negotiate definitive
agreements for RMC to acquire all of the outstanding Shares at a price of $6.42
per share, in cash.
The Letter of Intent provides that RMC shall have until March 31, 1997, to
conduct a due diligence investigation. To evidence its good faith, RMC has
deposited $300,000 in an escrow account. RMC has the sole discretion to
terminate the Letter of Intent on or before March 31, 1997 and the $300,000 will
be refunded. Assuming RMC does not terminate on or before March 31, 1997, the
Issuer, RMC and the Principal Shareholders intend to enter into mutually
acceptable agreements providing for the Share purchase. It is anticipated that
if the parties execute a definitive agreement, RMC would make a tender offer for
all of the Issuer's Shares in April, 1997. The trustees of the Issuer have
unanimously approved the terms of the Letter of Intent and have agreed, in the
event a definitive agreement is executed by the Issuer, that they will enter
into an agreement to tender the shares they own in the tender offer. It is
anticipated that the Issuer's Board of Trustees will unanimously recommend
acceptance of the tender offer to the shareholders once the definitive agreement
is executed.
The Letter of Intent provides that it may be terminated in certain
circumstances. The Issuer has the right to terminate the Letter of Intent if RMC
is unable to furnish it with evidence of preliminary approval of RMC's financing
for the transaction on or before March 10, 1997.
The Letter of Intent states that it is expected that the definitive agreements
will provide that RMC need not consummate the tender offer unless at least 90%
of the outstanding Shares are tendered. RMC had indicated to the Issuer that if
the tender offer is completed, RMC may desire to complete a merger to acquire,
for the same consideration per Share as paid in the tender offer, any Shares not
tendered. Consummation of the tender offer will be subject to the condition,
among others, that, if necessary, the Issuer will adopt an amendment to its
declaration of trust to permit such a merger.
As a result of the execution of the Letter of Intent, the Principal Shareholders
might be deemed to have acquired, as a "group" pursuant to Rule 13d-5(b)(1)
under the Securities Exchange Act of 1934, beneficial ownership of all the
Shares of beneficial interest of the Issuer that are subject to the Letter of
Intent. Each of the Reporting Persons expressly disclaim any beneficial
ownership
<PAGE> 6
Schedule 13D
Amendment No.6
CUSIP No. 186780-1-2 Page 6 of 9 Pages
interest in any Shares held by any of the other Principal Shareholders. Nothing
contained in this Schedule 13D should be deemed to be an admission by the
Reporting Persons that a "group" exists within the meaning of Rule 13d-5(b)(1)
as a result of the Letter of Intent. A copy of the Letter of Intent is filed
with The Robert H Kanner Deferred Compensation Trust B and the Buckeye Business
Products, Inc. Bargaining Unit Pension Trust 13D Amendment No. 3 filing as
Exhibit 1 and such Letter of Intent is incorporated herein by reference.
Item 3. Source and Amount of Funds or Other Consideration
The Schedule 13D as originally filed with its subsequent amendments reported
that Tamra F. Gould, including her 100% owned corporation purchased all her
CleveTrust Realty Investors shares using personal funds without borrowing.
The Schedule 13D as originally filed with its subsequent amendments reported
that Howard Amster, including his 100% owned corporation and Individual
Retirement Account purchased all his CleveTrust Realty Investors using personal
funds without borrowing.
This Amendment No. 6 reports that Howard Amster in his Individual Retirement
Account purchased an additional 36000 shares of CleveTrust Realty Investors
using personal funds without borrowing.
The total consideration of that purchase was $111,876.50.
The Schedule 13D as originally filed reported that Tamra F. Gould and Howard
Amster purchased all their jointly owned CleveTrust Realty Investors using
personal funds without borrowing.
Item 4. Purpose of Transaction.
The Schedule 13D as originally filed reported that Tamra F. Gould and Howard
Amster acquired their shares for purposes of investment. Howard Amster is a
Trustee of CleveTrust Realty Investors. Howard Amster and Tamra F. Gould had no
plans or proposals which related to or would result in the following: The
acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer provided, however, the reporting persons
might acquire additional shares or other securities of the Issuer or dispose of
some or all of their shares depending upon market conditions and their personal
circumstances; an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
a sale or transfer of a material amount of assets of the Issuer or any of its
subsidiaries-, any change in the present board of Trustees or management of the
Issuer, including any plans or proposals to change the number of term of
Trustees or to fill any existing vacancies on the board; any material change in
the present capitalization or dividend policy of the Issuer; any other material
change in the Issuer's business or corporate structure; changes in the Issuer's
charter, bylaws or instruments corresponding thereto or other actions which may
impede the
<PAGE> 7
Schedule 13D
CUSIP No. 186780-1-2 Amendment No. 6 Page 7 of 9 Pages
acquisition of control of the Issuer by any person; causing a class of
securities of the Issuer to be delisted from a national securities exchange or
cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; a class of equity securities of the
Issuer becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Act; or any action similar to any of those enumerated above.
The Schedule 13D is further amended to report, as described in Item 2, that
Howard Amster and Tamra F. Gould are parties to the Letter of Intent. If the
tender offer contemplated by the Letter of Intent is completed, the Reporting
Persons intend to dispose of all of their Shares for the price and in the manner
contemplated by the Letter of Intent. It is also anticipated that the shares
owned by Howard Amster's Individual Retirement Account will be tendered in the
tender offer. The Letter of Intent also contemplates possible merger of the
Issuer with another entity and payment to all other shareholders of the Issuer
of the same cash consideration per Share as in the tender offer. The Letter of
Intent provides that RMC shall be entitled to appoint new Trustees of the Issuer
upon consummation of the tender offer. If the tender offer is completed and the
merger is not completed, the Shares may no longer be eligible for trading in any
recognized market and the Issuer may be eligible to terminate its registration
and reporting under the Securities Exchange Act of 1934, depending on the number
of shareholders of the Issuer after the tender offer.
Item 5. Interest in Securities of the Issuer
(a)/(b) The aggregate amount owned by the Reporting Persons is 1,152,180
shares or 22.25% of the outstanding shares.
Howard Amster in his own name, his 100% owned corporation and his
Individual Retirement Account beneficially owns 1,010,380 shares or
19.51% of the outstanding shares.
Tamra F. Gould in her own name and her 100% owned corporation
beneficially owns 131,800 shares or 2.55% of the outstanding shares.
Howard Amster and Tamra F. Gould jointly own 10,000 shares or .19%
of the outstanding shares.
Other than the shares jointly owned, Tamra F. Gould disclaims
beneficial ownership of all shares owned by Howard Amster.
Other than the shares jointly owned, Howard Amster disclaims
beneficial ownership of all shares owned by Tamra F. Gould
(c) The Schedule 13D as originally filed with subsequent amendments
reported that Howard Amster and Tamra F. Gould acquired shares as
follows:
price shares
Howard Amster Dec 28, 1992 2.50 288,000 in offering from Issuer
Tamra F. Gould Dec 28, 1992 2.50 100,000 in offering from Issuer
<PAGE> 8
Schedule 13D
CUSIP No. 186780-1-2 Amendment No.6 Page 8 of 9 Pages
<TABLE>
<CAPTION>
<S> <C> <C>
H. Amster/T.Gould jointly Dec 28, 1992 2.50 10,000 in offering from Issuer
Howard Amster Jan 14, 1994 3.25 144,600 in offering from Issuer
Tamra F. Gould Jan 14, 1994 3.25 31,000 in offering from Issuer
Howard Amster Feb 4, 1994 3.25 441,511 in offering from Issuer
Howard Amster Mar 18, 1994 3.25 38,165 in open market transaction
Howard Amster May 18, 1994 3.00 25,000 in open market transaction
Howard Amster Sep 1, 1994 2.92525 28,000 in open market transaction
Howard Amster Sep 28, 1994 2.935 7,904 in open market transaction
This Amendment No. 6 to Schedule 13D reports the following additional purchases by
Howard Amster in his Individual Retirement Account.
Howard Amster Dec 2, 1994 3.1875 13,000 in open market transaction
Howard Amster Dec 8, 1994 3.125 13,000 in open market transaction
Howard Amster Jan 24, 1995 2.98 5,000 in open market transaction
Howard Amster Jan 25, 1995 2.98 5,000 in open market transaction
</TABLE>
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
See Item 2 for a description of the Letter of Intent, to which
Howard Amster and Tamra F. Gould are bound.
Item 7. Material to be Filed as Exhibits.
1. A copy of the Agreement between the Reporting Persons.
2. A copy of the Letter of Intent is incorporated by reference to
Exhibit 1 of Amendment 3 to Schedule 13D filed by The Robert H
Kanner Deferred Compensation Trust B and the Buckeye Business
Products, Inc. Bargaining Unit Pension Trust
Signature
/s/ Howard Amster
Date: 3/7/97 ----------------------------
Howard Amster
/s/ Tamra F. Gould
----------------------------
Tamra F. Gould
<PAGE> 9
Page 9 of 9 Pages
AGREEMENT
Howard Amster and Tamra F. Gould hereby agree that the Schedule 13D Amendment
No. 6 to which this Agreement is attached as an exhibit is filed on behalf of
each of them.
/s/ Howard Amster
Date: 3/7/97 ----------------------------
Howard Amster
/s/ Tamra F. Gould
----------------------------
Tamra F. Gould
