SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3
TO
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
PEEKSKILL FINANCIAL CORPORATION
(Name of Issuer)
Common Stock, Par Value $.01
(Title of Class of Securities)
705385102
(CUSIP Number)
Simeon Brinberg
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)
January 13, 1999
(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box: ( )
CUSIP No. 705385102 13D
1 NAME OF REPORTING PERSONS
Gould Investors L.P.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: #11-2763164
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (x)
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER 264,000
SHARES 8 SHARED VOTING POWER -0-
BENEFICIALLY 9 SOLE DISPOSITIVE POWER 264,000
OWNED BY 10 SHARED DISPOSITIVE POWER -0-
EACH
REPORTING
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
264,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.29%
14 TYPE OF REPORTING PERSON
PN
1 NAME OF REPORTING PERSONS
GIT Pension Trust
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: #11-3009470
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (x)
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER 2,500
SHARES 8 SHARED VOTING POWER -0-
BENEFICIALLY 9 SOLE DISPOSITIVE POWER 2,500
OWNED BY 10 SHARED DISPOSITIVE POWER -0-
EACH
REPORTING
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
14 TYPE OF REPORTING PERSON
EP
1 NAME OF REPORTING PERSONS
BRT Pension Trust
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: #11-3009466
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (x)
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER 2,500
SHARES 8 SHARED VOTING POWER -0-
BENEFICIALLY 9 SOLE DISPOSITIVE POWER 2,500
OWNED BY 10 SHARED DISPOSITIVE POWER -0-
EACH
REPORTING
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
14 TYPE OF REPORTING PERSON
EP
1 NAME OF REPORTING PERSONS
REIT Management Corp. Pension Trust
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: #11-3010579
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (x)
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER 2,500
SHARES 8 SHARED VOTING POWER -0-
BENEFICIALLY 9 SOLE DISPOSITIVE POWER 2,500
OWNED BY 10 SHARED DISPOSITIVE POWER -0-
EACH
REPORTING
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
14 TYPE OF REPORTING PERSON
EP
1 NAME OF REPORTING PERSONS
REIT Management Corp. Profit Sharing Trust
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: #11-6382361
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (x)
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER 2,500
SHARES 8 SHARED VOTING POWER -0-
BENEFICIALLY 9 SOLE DISPOSITIVE POWER 2,500
OWNED BY 10 SHARED DISPOSITIVE POWER -0-
EACH
REPORTING
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
14 TYPE OF REPORTING PERSON
EP
1 NAME OF REPORTING PERSONS
BRT Realty Trust
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: #13-2755856
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (x)
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
NUMBER OF 7 SOLE VOTING POWER -0-
SHARES 8 SHARED VOTING POWER -0-
BENEFICIALLY 9 SOLE DISPOSITIVE POWER -0-
OWNED BY 10 SHARED DISPOSITIVE POWER -0-
EACH
REPORTING
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
OO
This Amendment amends and supplements the Statement on Schedule 13D filed
on June 5, 1998 relating to the common stock, $.01 par value (the "Common
Stock"), of Peekskill Financial Corporation, a Delaware corporation (the
"Company").
ITEM 4. PURPOSE OF THE TRANSACTION.
Item 4 is hereby amended as follows:
On January 13, 1999, BRT delivered the letter attached hereto as
Exhibit 2 and incorporated herein by reference in its entirety (the
"Letter") to the Company. In the Letter, BRT requested that the Board of
Directors of the Company meet with BRT to discuss its January 5, 1999 offer
to acquire by merger all of the outstanding shares of the Company for
$17.25 per share, in cash. BRT also indicated in the Letter its
willingness to increase the value of its offer if the Company enters into
such discussions.
Except as set forth in this Item 4, neither BRT nor, to the best of
BRT's knowledge, any of the individuals named in Schedule I hereto, has any
plans or proposals which relate to or which would result in any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended to add the following exhibit:
Exhibit 2 - Letter dated January 13, 1999 from BRT to the Company.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: January 13, 1999
GOULD INVESTORS L.P.
BY GEORGETOWN PARTNERS, INC.
MANAGING GENERAL PARTNER
By: /s/ Simeon Brinberg
-------------------------
Name: Simeon Brinberg
Title: Senior Vice President
REIT MANAGEMENT CORP. GIT PENSION TRUST
PENSION TRUST
By: /s/ Simeon Brinberg By: /s/ Simeon Brinberg
-------------------- ---------------------
Name: Simeon Brinberg Name: Simeon Brinberg
Title: Trustee Title: Trustee
REIT MANAGEMENT CORP. BRT PENSION TRUST
PROFIT SHARING TRUST
By: /s/ Simeon Brinberg By: /s/ Simeon Brinberg
-------------------- ---------------------
Name: Simeon Brinberg Name: Simeon Brinberg
Title: Trustee Title: Trustee
BRT REALTY TRUST
By: /s/ Jeffrey A. Gould
----------------------
Name: Jeffrey A. Gould
Title: President
Exhibit 2
[BRT Realty Trust Letterhead]
January 13, 1999
Mr. Alders Maynard, Chairman
Mr. William LaCalamito, President
Peekskill Financial Corporation
1019 Park Street
Peekskill, NY 10566
Re: Acquisition of Peekskill Financial Corporation by BRT Realty Trust and
Modified Dutch Auction Tender Offer with respect to Peekskill
Financial Corporation
Dear Messrs. Maynard and LaCalamito:
We were shocked to learn that your Board of Directors had determined not to
pursue our proposal as set forth in my letter to you of January 5th, 1999,
and instead decided to continue with the stock buyback program as set forth
in your Modified Dutch Auction Tender Offer.
You have advised us that if you proceed with the Modified Dutch Auction
Tender Offer you will amend the terms of the "Offer to Purchase for Cash"
dated December 23rd, 1998 to fully indicate to all stockholders our
proposal to purchase all shares of Peekskill Financial Corporation for a
price of $17.25 per share, in cash. Please indicate to all stockholders
that this price is $2.50 or 17% higher than the lowest price being offered
in the Modified Dutch Auction Tender Offer and 50 cents or 3% higher than
the highest price being offered in the Modified Dutch Auction Tender Offer
and that the Board of Peekskill has rejected this offer while continuing to
try to buy shares from individual stockholders at lesser prices than our
offer.
Please have the "Offer to Purchase," as amended, mailed to each stockholder
in a timely fashion. In our view, failure to amend the terms of the "Offer
to Purchase" to include this information would be a serious breach of your
responsibility to your stockholders and could leave Peekskill Financial
Corporation open to future litigation from stockholders who tender their
shares without knowing that a higher price was rejected by the Board of
Peekskill. We see no reason why the corporation should be vulnerable to a
potential liability due to a failure to disclose this information.
In our letter to you of January 5th we indicated a desire to meet with the
Board of Directors of Peekskill Financial Corporation to discuss our
proposal in further detail and in personal conversations with you on
January 5th, 1999 and January 7th, 1999 we advised you that we were
desirous of meeting with the Board and would be amenable to raising our
offer. We further requested that you allow our financial advisors to meet
with yours in order to discuss such an offer and you have refused to set up
such a meeting. We hereby further request that the Offer to Purchase be
amended to include information concerning our request for a meeting with
the Board and your refusal of same; our request to have our respective
advisors meet to discuss our offer and your refusal of same; and our
indication of a willingness to increase the price offered for each share
through negotiations and that same be sent post haste to all stockholders.
I look forward to receiving revised Dutch Auction Tender Offer materials
from you. Additionally, I am available to meet with you at any time during
the next ten days to discuss BRT's Offer to Purchase of all of the
outstanding shares of Peekskill Financial Corporation upon terms that would
be in the best interests of your stockholders.
Sincerely yours,
BRT REALTY TRUST
/s/ Fredric H. Gould
Fredric H. Gould
Chairman and Chief Executive Officer
