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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
New England Realty Associates Limited Partnership
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(Name of Issuer)
Depositary Receipts
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(Title of Class of Securities)
644206104
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(CUSIP Number)
Harold Brown
c/o New England Realty Associates Limited Partnership
39 Brighton Avenue
Allston, MA 02134
(617) 783-0039
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 28, 1999
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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 / /.
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 disclosures provided in a prior cover page.
The information required on 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).
HAROLD BROWN - SS####-##-####
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(1) Names of Reporting Persons, S.S. or I.R.S. Identification Nos. of
Above Persons
(Continued on following page(s))
Page 1 of 5 Pages
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CUSIP No. 644206104 13D Page 2 of 5 Pages
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
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(3) SEC Use Only
N/A
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(4) Source of Funds*
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
U.S.
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(6) Citizenship or Place of Organization
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Number of Shares (7) Sole Voting
Beneficially Owned Power
by Each Reporting 37,300
Person With ------------------------------------------
(8) Shared Voting
Power
0
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(9) Sole Dispositive
Power
37,300
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(10) Shared Dispositive
Power
0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
37,300
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
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(13) Percent of Class Represented by Amount in Row (11)
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(14) Type of Reporting Person*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT
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CUSIP No. 644206104 13D Page 3 of 5 Pages
ITEM 1. SECURITY AND ISSUER
Depositary Receipts
New England Realty Associates Limited Partnership (the
"Partnership"), a real estate management company, 39 Brighton
Avenue, Allston, MA 02134
ITEM 2. IDENTITY AND BACKGROUND
Harold Brown is a director and executive officer of New Real,
Inc., the corporate General Partner of the Issuer. The General
Partner has no direct employees. The General Partner has
employed The Hamilton Company as Manager of the properties of
the Issuer. Mr. Brown purchased The Hamilton Company in 1993.
Mr. Brown is 74 years old and has served on a number of boards
as a director and trustee including, the Wedgestone Realty
Trust, AFC Financial Corp. and the Coolidge Bank and Trust
Company.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Depositary Receipts owned by Mr. Brown were acquired in
periodic open market purchases beginning in October, 1998. The
source of funds for such purchases was personal funds of Mr.
Brown.
On October 28, 1999, Mr. Brown gifted 37,300 Depositary Receipts
to the NERA 1994 Irrevocable Trust (the "Trust"), a grantor trust.
The beneficiaries of the trust are the Amended and Restated Brown
Pruitt Trust and the Amended and Restated Brown Oliver Trust,
trusts for the benefit of children of Mr. Brown. Mr. Brown is not
a trustee of the Trust and has no voting or dispositive power with
respect to the Depositary Receipts held by the Trust. The Trust is
irrevocable, but Mr. Brown retains the power to reacquire the
Depositary Receipts held by the Trust provided that substitute
assets are transferred to the Trust.
ITEM 4. PURPOSE OF TRANSACTION
Mr. Brown transferred without consideration therefore 37,300
Depositary Receipts to the Trust in connection with his personal
estate planning. Mr. Brown has at various times since October,
1998 purchased Depositary Receipts on the open market, and Mr.
Brown intends to continue to purchase Depositary Receipts on the
open market or otherwise, or may dispose of Depositary Receipts on
the open market or otherwise, subject to a number of factors,
including, among others, market conditions and the market price of
the Depositary Receipts, the condition of the Partnership, the
availability of funds and the availability of other business
opportunities. Mr. Brown may at any time transfer to the Trust any
or all of the Depositary Receipts owned or hereafter acquired by
him. Mr. Brown has the right to reacquire the Depositary Receipts
held by the Trust provided that substitute assets are transferred
to the Trust.
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CUSIP No. 644206104 13D Page 4 of 5 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Mr. Brown may be deemed to beneficially own 98,394
Depositary Receipts, which includes the 61,094
Depositary Receipts held by the Trust, which were held
in the Trust prior to date of the gift to the Trust,
representing approximately 9.0% of the outstanding
Depositary Receipts.
(b) Mr. Brown had sole voting and dispositive power with
respect to the 37,300 Depositary Receipts held of
record by him prior to the date of the gift to the
Trust, representing approximately 9.0% of the
outstanding Depositary Receipts. Mr. Brown has no
voting power and no dispositive power with respect to
the Depositary Receipts held by the Trust, although Mr.
Brown has the right to reacquire the Depositary
Receipts held by the Trust provided that substitute
assets are transferred to the Trust.
(c) Mr. Brown purchased the 37,300 Depositary Receipts on
the open market. The source of funds for such purchase
was personal funds of Mr. Brown. See also the second
paragraph of Item 3 above, which is incorporated into
this item by reference.
(d) See the second paragraph of Item 3 above and Exhibit
1 hereto, each of which is incorporated into this
item by reference.
(e) As of October 28, 1999, Mr. Brown had sole or shared
voting or dispositive power with respect to less than
five percent of the outstanding number of Depositary
Receipts. Mr. Brown may, however, be deemed to
beneficially own the Depositary Receipts held by the
Trust, which represent over five percent of the
outstanding Depositary Receipts. This report shall not
be deemed an admission for purposes of Section 13 of
the Securities Exchange Act of 1934, as amended, and
the rules thereunder or for any other purpose that Mr.
Brown beneficially owns the Depositary Receipts held by
the Trust.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
See the second paragraph of Item 3 above and Exhibit 1 hereto,
each of which is incorporated into this item by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1. NERA 1994 Irrevocable Trust dated as of December 8,
1994.
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CUSIP No. 644206104 13D Page 5 of 5 Pages
SIGNATURE
After reasonably 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.
NOVEMBER ,1999
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(Date)
/s/ Harold Brown
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(Signature)
HAROLD BROWN
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(Name/Title)
