Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of l934
Tappan Zee Financial, Inc.
________________________________________________________________
(Name of Issuer)
Common Stock, $.01 par value
________________________________________________________________
(Title of Class of Securities)
876067109
_______________________________________________________________
Simeon Brinberg (CUSIP Number)
60 Cutter Mill Road, Great Neck, New York 11021 516-466-3100
________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
____________________July 18, 1996______________________________
(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 /X/. (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.
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).
Cusip No. 876067109
_________________________________________________________________
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)
(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 - 145,600
NUMBER OF _____________________________________________
SHARES 8. SHARED VOTING POWER -
BENEFICIALLY ____________________________________________
OWNED BY 9. SOLE DISPOSITIVE POWER - 145,600
EACH _____________________________________________
REPORTING 10. SHARED DISPOSITIVE POWER -
PERSON WITH _____________________________________________
_________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 145,600
_________________________________________________________________12. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
_________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.21%
_________________________________________________________________14. TYPE OF
REPORTING PERSON*
PN
_________________________________________________________________
Item. 1 Security and Issuer.
This statement relates to Common Stock, $.01 par value (the
"Common Stock") of Tappen Zee Financial, Inc., a Delaware
Corporation (the "Company"). The address of the principal
executive offices of the Company is 75 North Broadway, Tarrytown,
New York, 10591-0187.
Item 2. Identity and Background
(a) This statement is filed by Gould Investors L.P. a limited
partnership organized under Delaware law (the "Partnership").
The general partners of the Partnership are Fredric H. Gould
("Gould"), Marshall Rose ("Rose") and Georgetown Partners, Inc.,
a Delaware corporation ("Georgetown").
(b) The address of the Partnership's principal business and
principal office is 60 Cutter Mill Road, Suite 303, Great Neck,
New York 11021. 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;
it owns and operates and participates in the ownership and
operation of income producing properties. The Partnership also
invests in equity securities of other entities.
Item 2 information with respect to the individual general
partners of the Partnership and the officers and directors of
Georgetown is set forth on Attachment A, which is incorporated
herein by reference.
(d)-(e) During the last five years neither the Partnership,
Gould, Rose nor Georgetown has (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors)
or (ii) 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.
The Partnership and Georgetown are organized under Delaware Law.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, the Partnership has purchased a total of
145,600 shares of Common Stock of the Company at an aggregate
cost of $1,793,599.69. The funds used to make these purchases
came from the Partnership's working capital. The Partnership has
a $5,000,000 availability under a margin account maintained by
the Partnership with the SmithBarney. As of the date hereof
$3,470,000 is outstanding under the credit facility. The
Partnership will borrow up to an additional $555,000 to pay for
shares of the Company purchased on July 24, 1996 (see Item 5
hereof).
Item 4. Purpose of the Transaction
The Partnership has acquired the shares of the Company as an
investment. The Partnership, subject to availability at prices
deemed favorable by the Partnership and the Partnership's
continuing evaluation of the Company, may purchase additional
shares of the Company's Common Stock in the open market or in
privately negotiated transactions. The Partnership intends to
limit its ownership of shares of the Company to 9.9% of the
Company's outstanding shares of Common Stock. The Partnership
may also in the future determine to sell all or a portion of the
shares of Common Stock owned by it.
Except as described in this Statement, the Partnership does not
have any present plans or proposals that relate to or would
result in: (a) the acquisition by any person of additional shares
of Common Stock of the Company or the disposition of any shares
of Common Stock of the Company, (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation,
involving the Company or any of its subsidiaries; (c) a sale or
transfer of a material amount of the assets of the Company or any
of its subsidiaries; (d) any change in the present Board of
Directors or management of the Company, including any plans or
proposals to change the number or term of Directors or to fill
any vacancies on the Board; (e) any material change in the
present capitalization or dividend policy of the Company; (f) any
other material change in the Company's business or corporate
structure; (g) changes in the Company's charter, by-laws or
instruments corresponding thereto or other actions which may
impede the acquisition or control of the Company by any person;
(h) causing a class of securities of the Company to cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) a class of equity
securities of the Company becoming eligible for termination of
registration pursuant to Section 12(g)4 of the Securities
Exchange Act; or (j) any action similar to any of those
enumerated above.
Item 5. Interest in Securities of the Issuer
(a) The Partnership owns, as of this date, 145,600 shares of
Common Stock of the Company, constituting approximately
9.21% of the 1,580,062 shares of Common Stock outstanding (as set
forth in the Company's proxy statement for the 1996 Annual
Meeting of Shareholders).
(b) The Partnership has sole voting and dispositive power with
respect to the 145,600 shares of Common Stock it beneficially
owns.
(c) The following table sets forth transactions in Common Stock
of the Company effected by the Partnership sixty (60) days prior
to the event requiring the filing of this Statement. The shares
purchased were open market purchases in the over-the-counter
market.
Date of Purchase Number of Shares Price per Share
5/17/96 2,700 12.063
5/20/96 1,300 12.125
6/06/96 2,300 12.063
6/13/96 1,500 12.000
6/18/96 1,000 12.0625
6/25/96 3,000 11.875
6/26/96 1,100 11.875
7/08/96 1,200 11.750
7/12/96 6,000 11.750
7/18/96 5,000 12.00
7/18/96 11,000 11.95
7/18/96 5,000 12.125
7/23/96 7,500 12.50
7/24/96 42,500 13.00
Except as set forth herein, neither the Partnership nor any of
the General Partners (i) owns or has any right to acquire,
directly or indirectly, any shares of Common Stock of the
Company; or (ii) has in the past sixty days effected any
transactions in shares of Common Stock of the Company.
(d) Not applicable
(e) Not applicable
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 other 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.
Item 7. Material to be filed as Exhibits.
None.
<PAGE>
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 GEORGETOWN PARTNERS, INC.
MANAGING GENERAL PARTNER
By s/
Simeon Brinberg, Senior Vice President
<PAGE>
ATTACHMENT A
Item 2. Identity and Background
General Partners of Gould Investors, L.P.
Name Position Principal Occupation
and Address
Fredric H. Gould General Partner General Partner of
Gould Investors,
L.P. ("Partnership")
and Vice Chairman of
Georgetown Partners,
Inc. ("Georgetown");
Chairman of the
Board and Chief
Executive Officer of
BRT Realty Trust
("BRT");Chairman of
the Board of One
Liberty Properties,
Inc. ("One
Liberty"); President
of REIT; Management
Corp. advisor to BRT
("REIT") Real Estate
Investor all located
at 60 Cutter Mill
Road, Great Neck, NY
11021.
Marshall Rose General Partner General Partner of
the Partnership;
Chairman of the
Board of Georgetown;
Vice Chairman of the
Board of One
Liberty; all located
at 60 Cutter Mill
Road, Great Neck, NY
11021; President of
Georgetown Equities,
Inc. located at 667
Madison Avenue, New
York, NY; Real
Estate Investor and
Consultant.
<PAGE>
Executive Officers of Georgetown Partners, Inc. -
Managing General Partner
Name Position Principal Occupation
and Address
Marshall Rose Chairman of See Above
the Board
Fredric H. Gould* Vice Chairman See Above
of the Board
Matthew Gould President President of
Georgetown;
President of One
Liberty; Vice
President of REIT,
all located at 60
Cutter Mill Road,
Great Neck, NY
11021.
Jeffrey Gould Vice President President of BRT;
Vice President of
One Liberty; all
located at 60 Cutter
Mill Road, Great
Neck, NY 11021.
Israel Rosenzweig Senior Vice Executive Vice
President President of Bankers
Federal Savings,
FSB, 110 William
Street, New York, NY
10038; Senior Vice
President of
Georgetown, 60
Cutter Mill Road,
Great Neck, NY
11021.
Simeon Brinberg Senior Vice Senior Vice
President and President and
Secretary Secretary of BRT;
Vice President of
One Liberty; Senior
Vice President of
Georgetown; all
located at 60 Cutter
Mill Road, Great
Neck, NY 11021.
*Sole shareholder of Georgetown
David Kalish Vice President and Vice President and
Chief Financial Chief Financial
Officer Officer of BRT, One
Liberty, Georgetown
and REIT; all
located at 60 Cutter
Mill Road, Great
Neck, NY 11021.
Mark Lundy Vice President Vice President of
BRT and Georgetown;
Secretary of One
Liberty; all located
at 60 Cutter Mill
Road, Great Neck, NY
11021.
Seth Kobay Vice President Vice President and
Treasurer of BRT and
One Liberty; Vice
President of
Georgetown; all
located at 60 Cutter
Mill Road, Great
Neck, NY 11021.
Karen Dunleavy Treasurer Vice President,
Financial, One
Liberty; Treasurer,
Georgetown; all
located at 60 Cutter
Mill Road, Great
Neck, NY 11021.
