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SCHEDULE 13D
Under the Securities Exchange Act of l934
(Amendment No. 23 )*
One Liberty Properties, Inc.
________________________________________________________________
(Name of Issuer)
Common Stock, par value $1.00 per share
________________________________________________________________
(Title of Class of Securities)
682406-10-3
_______________________________________________________________
Fredric H. Gould (CUSIP Number)
60 Cutter Mill Road, Great Neck, New York 11021
________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
_______________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule l3G to report the acquisition which is the subject of
this Schedule l3D, and is filing this schedule because of Rule
l3d-l(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the
statement / /. (A fee is not required only if the reporting
person: (l) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item l; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule l3d-7).
NOTE: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule l3d-l(a) for other
parties to whom copies are to be sent.
*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 disclosures provided in
a prior cover page.
(Page l of 10 Pages)
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The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section l8
of the Securities Exchange Act of l934 ("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 following pages)
(Page 2 of 10 Pages)
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Page 3 of 10 Pages
_________________________________________________________________
l. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gould Investors L.P. - 11-27-3164
_________________________________________________________________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 - 530,189
NUMBER OF _____________________________________________
SHARES 8. SHARED VOTING POWER -
BENEFICIALLY ____________________________________________
OWNED BY 9. SOLE DISPOSITIVE POWER - 530,189
EACH _____________________________________________
REPORTING 10. SHARED DISPOSITIVE POWER -
PERSON WITH _____________________________________________
_________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 530,189
_________________________________________________________________12. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
_________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.38%
_________________________________________________________________14. TYPE OF
REPORTING PERSON*
PN
_________________________________________________________________
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Page 4 of Pages 10
_________________________________________________________________
l. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fredric H. 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 - 106,395
NUMBER OF _____________________________________________
SHARES 8. SHARED VOTING POWER - 617,324
BENEFICIALLY ____________________________________________
OWNED BY 9. SOLE DISPOSITIVE POWER - 106,395
EACH _____________________________________________
REPORTING 10. SHARED DISPOSITIVE POWER - 617,324
PERSON WITH _____________________________________________
_________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 723,719(includes 530,189 shares owned by Gould
Investors L.P.)
_________________________________________________________________12. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
_________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.66%
_________________________________________________________________14. TYPE OF
REPORTING PERSON*
IN
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Page 5 of 10 Pages
This statement further amends and supplements the Schedule 13D as
originally filed with the Securities and Exchange Commission by
Gould Investors L.P. (the "Partnership") relating to common
stock, par value $1.00 per share ("Common Stock") of One Liberty
Properties, Inc., a Maryland corporation (the "Company").
Since this is the first electronic amendment to a paper format
Schedule 13D the entire text of the Schedule 13D is restated.
Item. 1 Security and Issuer.
This statement relates to Common Stock, par value $1.00 per share
(the "Common Stock") of One Liberty Properties, Inc., a Maryland
Corporation (the "Company"). The address of the principal
executive offices of the Company is Suite 303, 60 Cutter Mill
Road, Great Neck, New York 11021.
Item 2. Identity and Background
(a) This schedule is filed by Gould Investors L.P. a Delaware
limited partnership (the "Partnership") and by Fredric H. Gould
("Gould"). The general partners of the Partnership are Gould,
Marshall Rose ("Rose") and Georgetown Partners, Inc., a Delaware
corporation ("Georgetown").
(b) The address of the principal executive offices of the
Partnership and the business address of Gould and Georgetown is
60 Cutter Mill Road, Suite 303, Great Neck, New York 11021. The
business address of Rose is 667 Madison Avenue, New York, New
York 10021.
(c) The Partnership is engaged in the real estate business
principally the ownership of income producing properties. The
Partnership also invests in equity securities of other entities
and currently owns through a wholly owned subsidiary 54.5% of
the outstanding shares of BFS Bankorp, a savings and loan holding
company, and 36.38% of the outstanding equity securities of the
Company.
Gould is a real estate executive and investor. He is Chairman of
the Board of BRT Realty Trust, a real estate investment trust,
Chairman of the Board of the Company, and a general partner and
sole shareholder and President of Georgetown. All of these
entities maintain an address at Suite 303, 60 Cutter Mill Road,
Great Neck, New York 11021.
Rose is a real estate executive and investor. In addition to
serving as a general partner of the Partnership and as Chairman
of the Board of Georgetown, Rose is President of Georgetown
Page 6 of 10 Pages
Equities, Inc. a real estate and financial services company.
Rose is a Trustee of BRT and a director of the Company.
(d)-(e) During the last five years neither the Partnership, Gould
nor Rose has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or has been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceedings was or
is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject
to Federal or State securities laws or finding any violation with
respect to such laws.
(f) Gould and Rose are citizens of the United States of America.
Item 3. Source and Amount of Funds or
Other Consideration
Between February and November 1988, the Partnership purchased
primarily in open market transactions a total of 629,600 shares
of Common Stock of the Company at an aggregate cost of
$10,113,000. The funds used to make these purchases came from
the Partnership's working capital.
On December 27, 1988 the Partnership commenced an unsolicited
partial tender offer for up to 500,000 shares of Common Stock of
the Company at a price of $15.50 per share for the purposes of
gaining control of the Company by acquiring a majority of the
outstanding shares and defeating a proposed merger which the
Company had announced it was going to enter into with
Metropolitan Consolidated Industries, Inc. Subsequent to the
commencement of tender offer, the Company and the Partnership
commenced discussions to resolve certain matters among them and
on January 9, 1989, the Company and the Partnership entered into
a settlement agreement. In general, the settlement agreement
provided among other things for (i) terminating the merger
agreement that the Company had been contemplating, (ii) amending
the Partnership tender offer to increase the price per share
under the offer from $15.50 to $16.00 per share and to decrease
the maximum number of shares to be purchased thereunder from
500,000 to 250,000, (iii) convening a stockholders meeting for
the purposes of electing directors, voting on the authorization
of $16.50 cumulative convertible preferred stock (the "Preferred
Stock"), amending the investment policies contained in Company's
by-laws and certain other matters, and (iv) effecting a rights
distribution entitling stockholders of the Company to exchange
all or any of their shares of Common Stock for shares of
Preferred Stock on a one for one basis, subject to the
authorization by shareholders of the Preferred Stock. The
Page 7 of 10 Pages
settlement agreement also provided that the management slate of
nominees for election as directors of the Company at such meeting
would be selected by the Partnership.
The Partnership's tender offer expired on February 6, 1989 and in
excess of 250,000 shares of Common Stock were tendered. On
February 16, 1989 the Partnership purchased and paid for 250,000
shares of Common Stock tendered for an aggregate consideration of
$4,000,000 bringing the total number of shares owned by Gould to
879,600 shares of Common Stock, constituting approximately 39.9%
of the total Common Stock outstanding. The $4,000,000 was
obtained from the working capital of the Partnership.
In June 1989, the Company made an exchange offer to shareholders
under which shareholders were given the right to exchange Common
Stock for the Company's newly issued $16.50 cumulative
convertible preferred stock, par value $1.00 per share (the
"Preferred Stock") on a one for one basis. Pursuant to the
exchange offer, 860,983 shares of Common Stock were accepted for
exchange. Accordingly, as a result of the consummation of the
exchange offer, the Partnership beneficially owned 879,600 shares
of Common Stock of the Company and as a result of the decrease in
the number of outstanding shares, the Partnership's ownership
increased from 39.9% to 65.5% of the shares of Common Stock
outstanding. Since the holders of the Preferred Stock are
entitled to 1/2 vote per share the Partnership's ownership of
65.5%
of the Common Stock of the shares represented 49.6% of the voting
power.
At a special meeting of the Company stockholders held in June
1989 the Partnership's designee's were elected to the Board of
Directors of the Company. Accordingly, in June 1989 the
Partnership assumed control of the Company, Gould was elected
Chairman of the Board and Chief Executive Officer and Rose was
elected Vice Chairman of the Board.
In January and March 1991 the Partnership acquired an additional
29,000 shares of Common Stock of the Company increasing its
holdings to 908,600 shares, representing 67.88% of the
outstanding Common Stock and 51.31% of the voting power.
Subsequently, in July 1991 an additional 8,800 shares were
acquired increasing the number of shares of Common Stock of the
Company owned by the Partnership to 917,400 or 68.5% the
outstanding Common Stock and 51.8% of the voting power. These
shares were purchased by the Partnership from its working
capital.
On July 6, 1995 the Partnership distributed to the partners of
the Partnership an aggregate of 202,173 shares of Common Stock.
After such distribution the Partnership owned 715,227 shares of
Common Stock of the Company constituting approximately 50.5% of
Page 8 of 10 Pages
the Common Stock outstanding and 39.3% of the voting power
(see Amendment No. 22 to Schedule 13D). On July 2, 1996 the
Partnership distributed to the partners of the Partnership an
aggregate of 202,004 shares of Common Stock of the Company.
After such distribution and after purchasing 16,966 additional
shares through the Company's dividend reinvestment plan, the
Partnership owns 530,189 shares of Common Stock of the Company
constituting approximately 36.38% of the Common Stock outstanding
and 28.48% of the voting power of the Company.
Item 4. Purpose of the Transaction
The Partnership initially acquired the shares of the Company in
order to acquire an equity position in the Company. In 1989
after the commencement of the unsolicited partial tender offer,
the entering into of the settlement agreement, the completion of
a tender offer for 250,000 shares of Common Stock and other
matters described above and in the filings made by the
Partnership on Schedule 13D and Schedule 14D-1 (and amendments
thereto) the Partnership acquired control of the Company. The
Partnership has been in control of the Company since June 1989.
(a) At this time neither the Partnership nor Gould contemplate
the acquisition of additional securities of the Company, other
than shares which may be purchased by Gould from time to time in
the open market, nor do they contemplate the disposition of any
securities of the Company, except that the Partnership may
continue its policy of distributing shares of Common Stock of the
Company to its partners in which event the number of shares of
Common Stock of the Company owned by the Partnership will
decrease and the number of shares owned by Gould increase; (b)
Neither the Partnership nor Gould contemplate any extraordinary
corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries;
(c) Neither the Partnership nor Gould have any plans or proposals
with respect to the sale or transfer of a material amount of the
assets of the Company or any of its subsidiaries; (d) No change
in the present Board of Directors or management of the Company is
contemplated; (e) No material change in the present
capitalization or dividend policy of the Company is presently
contemplated; (f) No other material change in the Company's
business or corporate structure is planned or proposed; (g) No
changes in the Company's charter, by-laws or other actions which
may impede the acquisition or control of the Company by any
person is planned or proposed; (h) There are no plans or
proposals to cause a class of securities of the Company to be
delisted from a national securities exchange or to cease to be
authorized or quoted in an inter-dealer quotation system of a
registered national securities association; (i) There are no
plans or proposals to cause any class of equity securities of the
Company to become eligible for termination pursuant to Section
Page 9 of 10 Pages
12(g)4 of the Securities Exchange Act; (j) Any action planned or
proposed similar to any of those enumerated above.
Item 5. Interest in Securities
of the Issuer
Amendment No. 22 to Schedule 13D (the last amendment filed by the
Partnership and Gould) reflect that the Partnership owned 715,227
shares of Common Stock of the Company, constituting approximately
50.79% of the shares of Common Stock outstanding and 39.51% of
the voting power of the Company. On July 2, 1996 the Partnership
distributed 200,004 shares of Common Stock of the Company. After
such distribution and after purchasing 16,966 additional shares
on July 2, 1996 through the Company's dividend reinvestment plan
the Partnership owns approximately 36.38% of the 1,457,478 shares
of Common Stock outstanding and 28.48% of the voting power of the
Company.
The Partnership has sole voting and dispositive power with
respect to the 530,189 shares of Common Stock it beneficially
owns.
As a result of the distribution of shares of Common Stock of the
Company to the partners of the Partnership, Gould owns 106,395
shares of Common Stock of the Company, representing 7.3% of the
outstanding Common Stock and 5.7% of the voting power of the
Company. Gould has sole voting and dispositive power with
respect to these shares. In addition Gould has shared voting and
shared dispositive power with respect to 617,324 shares
(including the 530,189 shares owned by the Partnership)
representing 42.4% of the outstanding shares of Common Stock of
the Company and 33.2% of the voting power. In addition to Common
Stock, Gould owns 7,500 shares of Preferred Stock. Gould's wife
owns 26,408 shares of Common Stock and 2,800 shares of Preferred
Stock. Gould disclaims beneficial interest in the shares owned
by his wife, as well as in 15,162 shares owned by him as a
co-trustee for the benefit of others.
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 person with
respect to any securities of the Company, including but not
limited to transfer or voting of any of the securities, finders
fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss or the
giving or withholding of proxies.
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Page 10 of 10 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: July 25, 1996
GOULD INVESTORS L.P.
By s/
Fredric H. Gould, General Partner
s/
Fredric H. Gould
