SCHEDULE 13D
Under the Securities Exchange Act of l934
(Amendment No. 25 )*
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 / /.
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.
(Continued on following pages)
Page l of 12 Pages
Page 2 of 12 Pages
- -----------------------------------------------------------------
l. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gould Investors L.P. - 11-276-3164
- -----------------------------------------------------------------
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 - 392,981*
NUMBER OF _____________________________________________
SHARES 8. SHARED VOTING POWER -
BENEFICIALLY ____________________________________________
OWNED BY 9. SOLE DISPOSITIVE POWER - 392,981*
EACH _____________________________________________
REPORTING 10. SHARED DISPOSITIVE POWER -
PERSON WITH _____________________________________________
- -----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 392,981*
- -----------------------------------------------------------------
12. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
<PAGE>
Page 3 of 12 Pages
- -----------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.95%
- -----------------------------------------------------------------
14. TYPE OF
REPORTING PERSON*
PN
- -----------------------------------------------------------------
* The additional shares owned by Gould Investors L.P. were acquired
pursuant to Issuer's Dividend Reinvestment Plan.
<PAGE>
Page 4 of 12 Pages
- --------------------------------------------------------------
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 - 141,307
NUMBER OF _____________________________________________
SHARES 8. SHARED VOTING POWER - 499,538
BENEFICIALLY ____________________________________________
OWNED BY 9. SOLE DISPOSITIVE POWER - 141,307
EACH _____________________________________________
REPORTING 10. SHARED DISPOSITIVE POWER 499,538
PERSON WITH _____________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 640,845 (includes 392,981 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)
40.69%
- -----------------------------------------------------------------
14. TYPE OF
REPORTING PERSON*
IN
<PAGE>
Page 5 of 12 Pages
- -----------------------------------------------------------------
l. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marshall Rose - ###-##-####
- -----------------------------------------------------------------
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 - 10,298
NUMBER OF _____________________________________________
SHARES 8. SHARED VOTING POWER - 109,453
BENEFICIALLY ____________________________________________
OWNED BY 9. SOLE DISPOSITIVE POWER 10,298
EACH _____________________________________________
REPORTING 10. SHARED DISPOSITIVE POWER 109,453
PERSON WITH _____________________________________________
- -----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 119,751.
- -----------------------------------------------------------------
12. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
- -----------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.60%
- -----------------------------------------------------------------
14. TYPE OF
REPORTING PERSON*
IN
<PAGE>
Page 6 of 12 Pages
- --------------------------------------------------------------
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 - 60,045
NUMBER OF _____________________________________________
SHARES 8. SHARED VOTING POWER - 392,981
BENEFICIALLY ____________________________________________
OWNED BY 9. SOLE DISPOSITIVE POWER - 60,045
EACH _____________________________________________
REPORTING 10. SHARED DISPOSITIVE POWER - 392,981
PERSON WITH _____________________________________________
- ---
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 453,026 (includes 392,981 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)
28.76%
- -----------------------------------------------------------------
14. TYPE OF
REPORTING PERSON*
IN
<PAGE>
Page 7 of 12 Pages
- -----------------------------------------------------------------
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 - 49,099
NUMBER OF _____________________________________________
SHARES 8. SHARED VOTING POWER - 0
BENEFICIALLY ____________________________________________
OWNED BY 9. SOLE DISPOSITIVE POWER - 49,099
EACH _____________________________________________
REPORTING 10. SHARED DISPOSITIVE POWER - 0
PERSON WITH _____________________________________________
- -----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 49,099
- -----------------------------------------------------------------
12. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
- -----------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.11%
- -----------------------------------------------------------------
14. TYPE OF
REPORTING PERSON IN*
<PAGE>
Page 8 of 12 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")and joined in by Fredric H. Gould, Marshall Rose, Matthew Gould and
Jeffrey Gould. Fredric H. Gould is a general partner of the Partnership.
Marshall Rose withdrew as a general partner of the Partnership effective
November 30, 1997. Matthew Gould and Jeffrey Gould are Fredric H. Gould's sons.
Except as amended by this Amendment the Schedule 13D, as previously amended,
remains in effect.
Item 2. Identity and Background
(a) This schedule is filed by Gould Investors L.P. a Delaware limited
partnership (the "Partnership"), by Fredric H. Gould ("Gould"), by Matthew Gould
and Jeffrey Gould, Gould's sons, and by Marshall Rose ("Rose"). The general
partners of the Partnership are Gould and Georgetown Partners, Inc., a Delaware
corporation ("Georgetown"). Matthew Gould is President of Georgetown and Jeffrey
Gould is a Vice President of Georgetown. Effective, November 30, 1997, Rose
withdrew as a general partner of the Partnership and he no longer is an
executive officer of Georgetown. Therefore, he no longer has shared voting or
dispositive power with respect to shares of the Issuer owned by the Partnership.
(b) The address of the principal executive offices of the Partnership and the
business address of Gould, Georgetown and Messrs. Matthew Gould and Jeffrey
Gould 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.
Gould is a real estate executive and investor. He is Chairman of the Board of
BRT Realty Trust, a real estate investment trust ("BRT"), Chairman of the Board
of the Company, and a general partner of the Partnership and sole shareholder,
sole director and Chairman of the Board 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. He withdrew as a general partner
of the Partnership effective November 30, 1997 and is no longer an executive
officer of Georgetown. Rose is President of Georgetown Equities, Inc. a real
estate and financial services company. Rose is a Trustee of BRT and a director
of the Company.
<PAGE>
Page 9 of 12 Pages
Matthew Gould is President and Chief Executive Officer of the Company, President
of Georgetown, a Vice President of BRT and Vice President of REIT Management
Corp., adviser to BRT.
Jeffrey Gould is President and Chief Operating Officer of BRT, a Vice President
of the Company and a Vice President of Georgetown.
Item 3. Source and Amount of Funds or
Other Consideration
As reported in Amendment No. 24 to Schedule 13D, on June 12, 1997 the
Partnership distributed to the partners of the Partnership an aggregate of
201,855 shares of Common Stock of the Company. After such distribution and after
purchasing additional shares through the Company's dividend reinvestment plan,
the Partnership owns as of this date 392,981 shares of Common Stock constituting
approximately 24.95% of the Common Stock outstanding.
Item 5. Interest in Securities
of the Issuer
Amendment No. 24 to Schedule 13D (the last amendment filed by the Partnership
and Gould) reflects that the Partnership owned 367,283 shares of Common Stock of
the Company, constituting approximately 24.4% of the shares of Common Stock
outstanding. After purchasing additional shares through the Company's dividend
reinvestment plan the Partnership owns 392,981 shares or approximately 24.95% of
the 1,574,894 shares of Common Stock outstanding.
The Partnership has sole voting and dispositive power with respect to the
392,981 shares of Common Stock it beneficially owns. Gould as a General Partner
of the Partnership and Matthew Gould as President of Georgetown, may share in
the voting and dispositive power with respect to the shares owned by the
Partnership.
<PAGE>
Page 10 of 12 Pages
Gould owns 141,307 shares of Common Stock of the Company, representing 8.97% of
the outstanding Common Stock. Gould has sole voting and dispositive power with
respect to these shares. He received 2,416 shares on December 17, 1997 in
connection with the liquidation and dissolution of a partnership in which he was
a partner. In addition Gould has shared voting and shared dispositive power with
respect to 499,538 shares (including the 392,981 shares owned by the
Partnership) representing 31.71% of the outstanding shares of Common Stock of
the Company. In addition to Common Stock, Gould owns 7,500 shares of Preferred
Stock. Gould's wife owns 30,862 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 22,863 shares owned by him as a co-trustee for the benefit
of others.
Rose owns 8,630 shares of Common Stock, representing less than 1% of the
outstanding Common Stock. Of the 8,630 shares owned by him; 3,221 shares were
transferred to him on December 17, 1997 by a partnership in which he is a
partner, as a result of that entity's liquidation. He has sole voting and
dispositive power with respect to these shares. On November 7, 1997, Rose gifted
18,860 shares of Common Stock to the Jill and Marshall Rose Foundation and on
December 2, 1997, a partnership in which Mr. Rose is general partner gifted
37,351 shares of common stock to said Foundation. Rose also has sole voting and
dispositive power over 1,668 shares of Common Stock held by him as custodian and
trustee, as to which shares he disclaims any beneficial interest. In addition,
Rose has shared voting and dispositive power with respect to 109,453 shares of
Common Stock representing 7.01% of the outstanding shares of Common Stock.
62,211 shares over which Rose has shared voting and dispositive power is owned
by the Foundation, as to which shares Rose disclaims any beneficial interest.
Rose withdrew as a general partner of the Partnership as of November 30, 1997
and as of that date he no longer was an officer of the managing general partner
of the Partnership. Therefore, he no longer shares voting or dispositive power
over the shares owned by the Partnership or the managing general partner of the
Partnership.
Matthew Gould owns 56,447 shares of Common Stock of the Company, representing
3.58% of the outstanding Common Stock. In addition, Matthew Gould has sole
voting and dispositive power over 3,598 shares of Common Stock held by him as
custodian for his minor children, as to which shares he disclaims any beneficial
interest. In addition, Matthew Gould has shared voting and dispositive power
with respect to 392,981 shares of Common Stock owned by the Partnership. Matthew
Gould's wife owns 1,578 shares of Common Stock, as to which Mr. Gould disclaims
any beneficial interest. Matthew Gould owns 6,700 shares of Preferred Stock
personally and 2,200 shares of Preferred Stock as custodian for his minor
children.
<PAGE>
Page 11 of 12 Pages
Jeffrey Gould own 48,578 shares of Common Stock of the Company representing
3.08% of the outstanding, Common Stock of the Company. In addition, he has sole
voting and dispositive power over 521 shares of Common Stock held by him as
custodian for his minor children, as to which shares he disclaims any beneficial
interest. Mr. Gould's wife own 998 shares as to which shares Mr. Gould disclaims
any beneficial interest. Mr. Gould owns 3000 shares of Preferred Stock.
<PAGE>
Page 12 of 12 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: February 11, 1998
GOULD INVESTORS L.P.
By(s) Fredric H. Gould
Fredric H. Gould, General Partner
(s) Fredric H. Gould
Fredric H. Gould
(s) Marshall Rose
Marshall Rose
(s) Matthew Gould
Matthew Gould
(s) Jeffrey Gould
Jeffrey Gould
J:\olp\13dno25w.p
<PAGE>
Page 12 of 12 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: January 15, 1998
GOULD INVESTORS L.P.
By _______________________________
Fredric H. Gould, General Partner
--------------------------------
Fredric H. Gould
--------------------------------
Marshall Rose
--------------------------------
Matthew Gould
--------------------------------
Jeffrey Gould
