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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)1
National Properties Investment Trust
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(Name of Issuer)
Shares of Beneficial Interest, no par value per share
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(Title or Class of Securities)
Not Applicable.
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(CUSIP Number)
Jay W. Goldman, 41 Vineyard Road, Newton, MA 02159 (617) 332-1522
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 3, 1997
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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 / /.
1 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 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 1 of 5 Pages
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CUSIP NO. Not Applicable. 13D Page 2 of 5 Pages
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1 NAMES OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Jay W. Goldman
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) / /
Not Applicable. (b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO. See Item 3 of attached Schedule 13D.
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF 48,389.75
SHARES -------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH -------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 48,389.75
WITH -------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,389.75
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 6.5%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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Page 3 of 5
Item 1. Security and Issuer:
(a) Title of Security:
National Properties Investment Trust, shares of beneficial
interest, no par value per share (the "Shares").
(b) Name of Issuer:
National Properties Investment Trust (the "Company").
(c) Address of Issuer's Principal Executive Office:
The principal executive office of the Company is located at
P.O. Box 148 Canton, MA 06020.
Item 2. Identity and Background of Reporting Person:
(a) Name of Reporting Person:
The reporting person is Jay W. Goldman (the "Reporting
Person").
(b) Residence of Reporting Person:
The residence of the Reporting Person is 41 Vineyard Road,
Newton, MA 02159.
(c) Principal Occupation or Employment of Reporting Person:
The principal occupation and employment of the Reporting
Person is Consultant.
(d) Criminal Convictions since December 28, 1990:
None.
(e) Judgments for Violations of Securities Laws during the last
five years:
None.
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Page 4 of 5
(f) Citizenship:
The Reporting Person is a citizen of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration:
The Reporting Person paid $36,499.99 for the purchase of
30,416.66 Shares of the Company. The funds used to purchase
these Shares were obtained through a sale of assets held by the
Restated Ingrates Profit Sharing Retirement Plan (the "Trust").
Item 4. Purpose of Transaction:
The Reporting Person acquired the Shares as trustee of the
Trust, on behalf of the Trust, for investment purposes only.
The Reporting Person has no present plans or intentions that
relate to, or would result in, any of the actions described in
items 4(a)-(j) of the instructions of Schedule 13D.
Item 5(a). Interests in Securities of the Issuer held by the Reporting
Person:
(a) The Reporting Person beneficially ownes 48,389.75 Shares,
consisting of approximately 6.5% of the aggregate number of
Shares outstanding as of March 14, 1997.
(b) The Reporting Person has sole investment and voting power
with respect to all of the Shares beneficially owned by him.
(c) The Reporting Person purchased at a price of $0.60 per share:
119.07 Shares on January 10, 1997; 125 Shares on January 13,
1997; 305 Shares on February 3, 1997; and 334 Shares on
February 17, 1997.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to the Issuer:
None.
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Page 5 of 5
Item 7. Material to be Filed as Exhibits:
None.
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.
March 18, 1997
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(Date)
/s/ Jay W. Goldman, Trustee
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(Signature) Jay W. Goldman, Trustee
Jay W. Goldman, Trustee
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(Name) Jay W. Goldman, Trustee
