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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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)
June 23, 2000
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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).
(Continued on following page(s))
Page 1 of 3 Pages
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CUSIP No. 644206104 13D Page 2 of 3 Pages
HAROLD BROWN--SS####-##-####
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(1) Names of Reporting Persons, S.S. or I.R.S. Identification Nos. of Above
Persons
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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
N/A
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Number of Shares (7) Sole Voting
Beneficially Owned Power
by Each Reporting 1,600
Person With --------------------------------------------------
(8) Shared Voting
Power
0
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(9) Sole Dispositive
Power
1,600
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(10) Shared Dispositive
Power
0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,600 (99,994, if the 98,394 owned by the NERA 1994 Irrevocable Trust are
included)
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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)
0.1% (8.8%, if the Depositary Receipts owned by the NERA 1994 Irrevocable
Trust are included) as of April 24, 2000
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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 Page 3 of 3 Pages
This Amendment No. 4 amends the Statement on Schedule 13D filed
on April 8, 1994, as amended, by and on behalf of Harold Brown.
ITEM 4. PURPOSE OF TRANSACTION
Over a period beginning in October 1998, and prior to the date of
this filing, Mr. Brown has made sporadic purchases in the open
market of New England Realty Associates Limited Partnership
Depositary Receipts (the "Receipts"), each representing one-tenth of
one Class A Limited Partnership Unit (a "Class A Unit"). Mr. Brown
has heretofore transferred 98,394 Receipts to the NERA 1994
Irrevocable Trust (the "Trust"), a grantor trust. The beneficiaries
of the Trust are trusts for the benefit of children of Mr. Brown.
Mr. Brown has disclaimed beneficial ownership of the Receipts held
by the Trust, although he may be deemed to beneficially own such
Receipts. As of the date of this filing, Mr. Brown personally owns
1,600 Receipts.
On or about the Date of Event, Mr. Brown decided that rather than
acquire a greater ownership interest in the Class A Units, either
by the purchase of Receipts or unconverted Class A Units, through a
tender offer for such Receipts and Class A Units, which Mr. Brown
had previously indicated was his intent, Mr. Brown will defer such
tender offer and proceed to make open market purchases or acquire
Class A Units or Receipts through privately negotiated transactions.
If the above-described acquisitions of Class A Units or Receipts
are commenced and consummated, Mr. Brown may or may not thereafter
transfer all or a portion of any Class A Units and Receipts
purchased pursuant to such acquisitions to the Trust.
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.
/s/ Harold Brown
Dated: June 26, 2000 ----------------------------------------
Harold Brown
