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Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of l934
Peekskill Financial Corporation
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
705385102
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Simeon Brinberg (CUSIP Number)
60 Cutter Mill Road, Great Neck, New York 11021 516-466-3100
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 27, 1998
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(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(e), 13d-1 (f) or 13d-1(g), 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.
Page 1 of 15 Pages
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Page 2 of 15 Pages
Cusip No. 705385102
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l. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gould Investors L.P. - 11-2763164
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2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)X
(b)
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
WC
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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
Delaware
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7. SOLE VOTING POWER - 209,500
NUMBER OF _____________________________________________
SHARES 8. SHARED VOTING POWER -
BENEFICIALLY ____________________________________________
OWNED BY 9. SOLE DISPOSITIVE POWER - 209,500
EACH _____________________________________________
REPORTING 10. SHARED DISPOSITIVE POWER -
PERSON WITH _____________________________________________
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 209,500
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12. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.94%
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14. TYPE OF
REPORTING PERSON*
PN
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Page 3 of 15 Pages
l. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GIT Pension Trust - 11-3009470
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2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)X
(b)
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
00
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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
New York
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7. SOLE VOTING POWER - 2,500
NUMBER OF _____________________________________________
SHARES 8. SHARED VOTING POWER -
BENEFICIALLY ____________________________________________
OWNED BY 9. SOLE DISPOSITIVE POWER - 2,500
EACH _____________________________________________
REPORTING 10. SHARED DISPOSITIVE POWER -
PERSON WITH _____________________________________________
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 2,500
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12. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
LESS THAN 1%
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14. TYPE OF
REPORTING PERSON*
EP
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Page 4 of 15 Pages
l. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BRT Pension Trust - 11-3009466
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2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)X
(b)
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
OO
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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
New York
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7. SOLE VOTING POWER - 2,500
NUMBER OF _____________________________________________
SHARES 8. SHARED VOTING POWER -
BENEFICIALLY ____________________________________________
OWNED BY 9. SOLE DISPOSITIVE POWER - 2,500
EACH _____________________________________________
REPORTING 10. SHARED DISPOSITIVE POWER -
PERSON WITH _____________________________________________
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 2,500
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12. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
LESS THAN 1%
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14. TYPE OF
REPORTING PERSON *
EP
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Page 5 of 15 Pages
l. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
REIT Management Corp. Pension Trust - 11-3010579
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2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)X
(b)
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
OO
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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
New York
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7. SOLE VOTING POWER - 2,500
NUMBER OF _____________________________________________
SHARES 8. SHARED VOTING POWER -
BENEFICIALLY ____________________________________________
OWNED BY 9. SOLE DISPOSITIVE POWER - 2,500
EACH _____________________________________________
REPORTING 10. SHARED DISPOSITIVE POWER -
PERSON WITH _____________________________________________
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 2,500
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12. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
LESS THAN 1%
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14. TYPE OF
REPORTING PERSON*
EP
Page 6 of 15 Pages
l. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
REIT Management Corp. Profit Sharing Trust - 11-6382361
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2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)X
(b)
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
OO
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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
New York
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7. SOLE VOTING POWER - 2,500
NUMBER OF _____________________________________________
SHARES 8. SHARED VOTING POWER -
BENEFICIALLY ____________________________________________
OWNED BY 9. SOLE DISPOSITIVE POWER - 2,500
EACH _____________________________________________
REPORTING 10. SHARED DISPOSITIVE POWER -
PERSON WITH _____________________________________________
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 2,500
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12. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
LESS THAN 1%
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14. TYPE OF
REPORTING PERSON*
EP
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Page 7 of 15 Pages
Item. 1 Security and Issuer.
This statement relates to Common Stock, $.01 par value (the "Common Stock") of
Peekskill Financial Corporation, a Delaware Corporation (the "Company"). The
address of the principal executive offices of the Company is 1019 Park Street,
Peekskill, New York, 10566.
Item 2. Identity and Background
(a) This statement is filed by Gould Investors L.P. a limited partnership
organized under Delaware law (the "Partnership"), GIT Pension Plan, BRT Pension
Trust, REIT Management Corp. Pension Trust and REIT Management Corp. Profit
Sharing Trust (collectively, the "Pension Plans" and each individually a
"Pension Plan"). The general partners of the Partnership are Fredric H. Gould
("Gould") and Georgetown Partners, Inc., a Delaware corporation, the managing
general partner of the Partnership, ("Georgetown"). The Trustees of the GIT
Pension Plan are David W. Kalish ("Kalish"), Simeon Brinberg ("Brinberg") and
Myron Ginsburg and the Trustees of the BRT Pension Trust, REIT Management Corp.
Pension Trust and REIT Management Corp. Profit Sharing Trust are Gould, Kalish
and Brinberg.
(b) The address of the Partnership's and Georgetown's principal business and
principal office is 60 Cutter Mill Road, Suite 303, Great Neck, New York 11021.
The business address of Gould, each of the officers of Georgetown, the Pension
Plans and each Trustee of the Pension Plans is 60 Cutter Mill Road, Suite 303,
Great Neck, New York, 11021.
(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. The Pension
Plans invest in equity and debt securities of various entities.
Item 2 information with respect to the individual general partner of the
Partnership, the officers and sole director of Georgetown and the Trustees of
the Pension Plans is set forth on Attachment A, which is incorporated herein by
reference.
(d)-(e) During the last five years neither the Partnership, Gould, Georgetown,
any officer of Georgetown, the Pension Plans, nor any of the Trustees of the
Pension Plans 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
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Page 8 of 15 Pages
subject to Federal or State securities laws or finding any violation with
respect to such laws.
(f) Gould, Kalish, Brinberg and Myron Ginsburg are citizens of the United States
of America. The Partnership and Georgetown are organized under Delaware law.
Each Pension Plan is organized under New York law.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, the Partnership has purchased a total of 209,500 shares
of Common Stock of the Company at an aggregate cost of $3,595,895.40. The funds
used to make these purchases came from the Partnership's working capital. The
Partnership has an availability of approximately $21,000,000 under a margin
account maintained by the Partnership with the Salamon SmithBarney. As of the
date hereof there is $2,000,000 outstanding under this facility. Each Pension
Plan owns 2,500 shares of Common Stock of the Company. Each Pension Plan
purchased 2,500 shares at a cost of $35,879. The funds used to make these
purchases came from the funds contributed to each Pension Plan by its Sponsor.
The Partnership, Georgetown, the Pension Plans and the Trustees may be deemed
affiliates.
Item 4. Purpose of the Transaction
The Partnership and the Pension Plans have acquired the shares of Common Stock
of the Company as an investment. The Partnership and the Pension Plans, subject
to availability at prices deemed favorable, and subject to their 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 and the Pension Plans may also in the future determine to sell all
or a portion of the shares of Common Stock owned by them.
Except as described in this Statement, neither the Partnership (including its
general partners and the executive officers and director of Georgetown) nor the
Pension Plans (including the Trustees)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
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Page 9 of 15 Pages
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, 209,500 shares of Common Stock of the
Company, constituting approximately 6.94% of the 3,016,790 shares of Common
Stock outstanding. Each Pension Plan owns, as of this date, 2,500 shares of
Common Stock of the Company, representing less than 1% of the Common Stock
outstanding.
(b) The Partnership has sole voting and dispositive power with
respect to the 209,500 shares of Common Stock it beneficially owns. The Trustees
of each Pension Plan have sole voting and dispositive power with respect to the
2,500 shares owned by the applicable Pension Plan.
(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
4/28/98 10,000 17.25
5/12/98 3,000 17.50
5/27/98 20,000 17.50
5/29/98 5,500 17.6875
6/1/98 4,300 17.5
6/3/98 45,000 17.9375
Except as set forth herein, the Partnership, its General Partners any executive
officer of Georgetown, the Pension Plans and the Trustees of the Pension Plans
(i) do not own or have any right to
Page 10 of 15 Pages
acquire, directly or indirectly, any shares of Common Stock of the Company; and
(ii) have not 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. It
should be noted that the Partnership, Georgetown, officers and the director of
Georgetown, each Pension Plan and the Trustees of the Pension Plans may be
deemed affiliates.
Item 7. Material to be filed as Exhibits.
Exhibit - Agreement to File Single Statement.
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Page 11 of 15 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: June 5, 1998
GOULD INVESTORS L.P.
BY GEORGETOWN PARTNERS, INC.
MANAGING GENERAL PARTNER
By s/Simeon Brinberg
-----------------
Simeon Brinberg
Senior Vice President
REIT MANAGEMENT CORP. GIT PENSION TRUST
PENSION TRUST
By s/David W. Kalish By s/David W. Kalish
----------------- -----------------
David W. Kalish, David W. Kalish,
Trustee Trustee
REIT MANAGEMENT CORP. BRT PENSION TRUST
PROFIT SHARING TRUST
By s/David W. Kalish By s/David W. Kalish
----------------- -----------------
David W. Kalish, David W. Kalish,
Trustee Trustee
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Page 12 of 15 Pages
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 Chairman,
sole stockholder and sole director
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, sole stockholder and
sole director of REIT Management
Corp., advisor to BRT ("REIT");
Real Estate Investor; all located
at 60 Cutter Mill Road, Great Neck,
NY 11021.
Georgetown Partners, Inc. General 60 Cutter Mill Road
Partner Great Neck, NY 11021
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Page 13 of 15 Pages
Executive Officers of Georgetown Partners, Inc. -
Managing General Partner of Gould Investors L.P.
Name Position Principal Occupation
- ---- -------- and Address
--------------------
Fredric H. Gould Chairman See Above
of the Board
Matthew J. Gould President President of Georgetown; President
and Chief Executive Officer of One
Liberty; Vice President of REIT;
Vice President of BRT; all located
at 60 Cutter Mill Road, Great Neck,
NY 11021.
Jeffrey Gould Vice President President and Chief Operating
Officer of BRT; Vice President
of One Liberty; Vice President of
Georgetown; all located at
60 Cutter Mill Road, Great Neck,
NY 11021.
Israel Rosenzweig Vice President President of BRT Funding Corp., a
wholly-owned subsidiary of BRT;
Vice President of Georgetown; Vice
President of One Liberty; all
located at 60 Cutter Mill Road,
Great Neck, NY 11021.
Simeon Brinberg Vice Senior Vice President and Secretary
President and of BRT; Vice President of One
Secretary Liberty; Senior Vice President and
Secretary of Georgetown; all
located at 60 Cutter Mill Road,
Great Neck, NY 11021.
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Page 14 of 15 Pages
David W. Kalish Vice President Senior Vice President - Finance of
and Chief BRT; Vice President and Chief
Financial Financial Officer of One Liberty,
Officer Georgetown and REIT; all located
at 60 Cutter Mill Road, Great Neck,
NY 11021.
Mark H. 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 D. 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.
Myron Ginsburg Vice President Vice President of Georgetown.
Karen Dunleavy Treasurer Vice President, Financial, One
Liberty; Treasurer, Georgetown; all
located at 60 Cutter Mill Road,
Great Neck, NY 11021.
Trustees of Pension Plans
As to Gould, Kalish, Brinberg and Ginsburg reference is made to the disclosure
above.
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Page 15 of 15 Pages
EXHIBIT
The undersigned agree to file a single statement on Schedule 13D pursuant to
Rule 13d-1(k)(l) of the Securities Exchange Act of 1934.Dated: June 5, 1998
GOULD INVESTORS L.P.
BY GEORGETOWN PARTNERS, INC.
MANAGING GENERAL PARTNER
By s/Simeon Brinberg
-----------------
Simeon Brinberg
Senior Vice President
REIT MANAGEMENT CORP. GIT PENSION TRUST
PENSION TRUST
By s/David W. Kalish By s/David W. Kalish
----------------- -----------------
David W. Kalish, David W. Kalish,
Trustee Trustee
REIT MANAGEMENT CORP. BRT PENSION TRUST
PROFIT SHARING TRUST
By s/David W. Kalish By s/David W. Kalish
----------------- -----------------
David W. Kalish, David W. Kalish,
Trustee Trustee
