<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
Mortgage and Realty Trust
(Name of Issuer)
Common Stock, $1.00 Par Value
(Title of Class of Securities)
619088206
(CUSIP Number)
Heine Securities Corporation, 51 John F. Kennedy Parkway
Short Hills, NJ 07078 (201) 912-2152 ATTN: Bradley Takahashi
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 29, 1995
(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 [X]. (A fee is not required only if the filing
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).
(Continued on the following page(s))
Page 1 of 8 Pages
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CUSIP No. 619088206 13D Page 2 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Heine Securities Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
__
Not Applicable (a) /__/
(b) /__/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF, 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
NUMBER OF 7 SOLE VOTING POWER
SHARES 5,611,049 (See Items 2 and 5)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None (See Items 2 and 5)
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 5,611,049 (See Items 2 and 5)
PERSON 10 SHARED DISPOSITIVE POWER
WITH None (See Items 2 and 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 5,611,049 (See Items 2 and 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* /__/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.98%
12 TYPE OF REPORTING PERSON*
IA
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CUSIP No. 619088206 13D Page 3 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael F. Price
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
__
Not Applicable (a) /__/
(b) /__/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
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
NUMBER OF 7 SOLE VOTING POWER
SHARES NONE (See Items 2 and 5)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 5,611,049 (See Items 2 and 5)
EACH 9 SOLE DISPOSITIVE POWER
REPORTING NONE (See Items 2 and 5)
PERSON 10 SHARED DISPOSITIVE POWER
WITH 5,611,049 (See Items 2 and 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 5,611,049 (See Items 2 and 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* /__/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.98%
12 TYPE OF REPORTING PERSON*
IN
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Item 1. Security and Issuer
The class of equity securities to which this
Statement relates is the common stock, par value $1.00 per
share (the "Common Stock") of Mortgage And Realty Trust, a
Maryland real estate investment trust (the "Issuer") issued
pursuant to the Prepackaged Plan of Reorganization of the
Issuer (the "Plan") in the Issuer's proceedings under
Chapter 11 of the Bankruptcy Code. The Issuer's principal
executive offices are located at 8380 Old York Road, Suite
300, Elkins Park, PA 19027-1590.
Item 2. Identity and Background
(a-c) This Statement is being filed by Heine
Securities Corporation ("HSC"), a Delaware corporation,
whose principal and executive offices are located at 51 John
F. Kennedy Parkway, Short Hills, New Jersey 07078. HSC is an
investment adviser registered under the Investment Advisers
Act of 1940. One or more of HSC's advisory clients is the
legal owner of the securities covered by this statement.
Pursuant to investment advisory agreements with its advisory
clients, HSC has sole investment discretion and voting
authority with respect to such securities.
This Statement is also being filed by Michael F.
Price. Michael F. Price is President of HSC, in which
capacity he exercises voting control and dispositive power
over the securities reported herein by HSC. Mr. Price,
therefore, may be deemed to have indirect beneficial
ownership over such securities. Neither Mr. Price nor HSC
has any interest in dividends or proceeds from the sale of
such securities, owns no shares for his or its own account
and disclaims beneficial ownership of all securities
reported herein.
The name, residence or business address, and the
principal occupation or employment and the name, principal
business and address of any corporation or other
organization in which such employment is conducted, of each
executive officer and director and each controlling person,
if any, of HSC is set forth in Exhibit A hereto.
(d-e) During the last five years, neither HSC nor,
to the best of the knowledge of HSC, any person listed in
Exhibit A attached hereto (i) has 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.
(f) To the best of HSC's knowledge, each of the
individuals listed on Exhibit A attached hereto is a citizen
of the United States.
Item 3. Source and Amount of Funds or Other Consideration
Certain of HSC's advisory clients were the
beneficial owners of Senior Secured Uncertificated Notes due
1995 (the "Notes"), the face amount of which aggregated
approximately $149,137,656. Upon consummation of the Plan on
September 29, 1995, holders of the Notes received, in
addition to certain other distributions, approximately 37.55
shares of Common Stock for each $1,000 principal amount of
Notes. The Notes held by HSC's advisory clients were
acquired with funds of approximately $119,242,000 (including
brokerage commissions); all of such funds were provided from
working capital of HSC's respective advisory clients.
Item 4. Purpose of Transaction
(a) The securities covered by this Statement were
acquired by HSC's advisory clients for the purpose of
investment. Neither HSC nor any executive officer or
director of HSC, has any present plans or intentions to
acquire or dispose of any securities of the Issuer other
than on behalf of its clients for the purpose of investment.
In the future, HSC may decide to purchase on behalf of its
advisory clients additional shares of the Common Stock, or
sell all or part of its advisory clients' current holdings
of the Common Stock. HSC's advisory clients reserve the
right to exercise any and all of their respective rights as
a stockholder of the Issuer in a manner consistent with
their equity interests.
(b) The Plan became effective on September 29,
1995. On that date, holders of Notes became entitled to
receive their pro-rata shares of Common Stock.
(c) Not applicable.
(d) Jeffrey A. Altman, an employee of HSC, became a
member of the Issuer's Board of Directors on September 29,
1995.
(e) Neither HSC nor any executive officer or
director of HSC is aware of any material change in the
present capitalization or dividend policy of the Issuer
other than as described in the Plan.
(f) Not applicable.
(g) Neither HSC nor any executive officer or
director of HSC is aware of any changes in the Issuer's
charter, by-laws or instruments corresponding thereto or
other actions which may impede the acquisition of control of
the Issuer by any person other than as described in the
Plan.
(h) No change is anticipated with respect to the
continued listing of the Common Stock on the principal
exchanges.
(i) and (j) Not applicable.
Item 5. Interest in Securities of the Issuer
(a-b) As the holder of sole voting and investment
power over the securities owned by its advisory clients, HSC
(and therefore Mr. Price) may be deemed to be, for purposes
of Rule 13d-3 under the Securities Exchange Act of 1934, the
beneficial owner of approximately 5,611,049 shares of the
Common Stock representing approximately 49.98% of the
outstanding shares of the Issuer (based on the 11,227,000
shares issued and outstanding in accordance with the Plan.
HSC has the sole power to vote or direct to vote, and the
sole power to dispose or to direct the disposition of the
shares of the Common Stock covered by this Statement. HSC
and Mr. Price disclaim any economic interest or any
beneficial ownership in the shares of the Common Stock
covered by this Statement.
(c) There were no transactions in shares of Common
Stock in the last 60 days.
(d) HSC's advisory clients have the right to
receive or the power to direct the receipt of dividends
from, or the proceeds of the sale of, 5,611,049 shares of
the Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the
Issuer
The Issuer has agreed to nominate and elect to its
Board of Directors a representative of HSC (see Item 4(d).
Except as set forth herein, HSC nor, to the best of the
knowledge of HSC, any of the persons named in Exhibit A
hereto, has any contract, arrangement, understanding or
relationship (legal or otherwise) with any person with
respect to any securities of the Issuer, including, but not
limited to, transfer or voting of any securities, finders'
fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or losses,
or the giving or withholding of proxies.
Item 7. Material To Be Filed As Exhibits
Exhibit A Executive Officers and
Directors of HSC
Exhibit B Joint Filing Agreement
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Signatures
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.
Date: October 6, 1995
Michael F. Price
President
Heine Securities Corporation
By:___________________________
Michael F. Price
___________________________
Michael F. Price
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EXHIBIT A
EXECUTIVE OFFICERS AND DIRECTORS
OF HEINE SECURITIES CORPORATION
Name/Title/ Principal Business
Citizenship Occupation Address
Michael F. Price President and 51 J.F.K. Pkwy
President/Director Director, Short Hills, NJ
(U.S.) Mutual Series 07078
Fund Inc.
Edward J. Bradley CFO and Treasurer, 51 J.F.K. Pkwy
Treasurer and CFO Mutual Series Short Hills, NJ
(U.S.) Fund Inc. 07078
Elizabeth N. Cohernour Sec'y/Gen. Counsel, 51 J.F.K. Pkwy
Secretary Mutual Series Short Hills, NJ
(U.S.) Fund Inc. 07078
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EXHIBIT B
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the
Securities Exchange Act of 1934, as amended, the undersigned
hereby agree to the joint filing with each other of the
attached statement on Schedule 13D and to all amendments to
such statement and that such statement and all amendments to
such statement is made on behalf of each of them.
IN WITNESS WHEREOF, the undersigned hereby execute
this agreement this 6th day of October, 1994.
HEINE SECURITIES CORPORATION
By:___________________________
Michael F. Price,
President
___________________________
MICHAEL F. PRICE
