SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
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 5, 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
OWNED BY ------------------------------------------------------
9 SOLE DISPOSITIVE POWER 264,000
EACH
REPORTING ------------------------------------------------------
10 SHARED DISPOSITIVE POWER -0-
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
OWNED BY ------------------------------------------------------
9 SOLE DISPOSITIVE POWER 2,500
EACH
REPORTING ------------------------------------------------------
10 SHARED DISPOSITIVE POWER -0-
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
OWNED BY ------------------------------------------------------
9 SOLE DISPOSITIVE POWER 2,500
EACH
REPORTING ------------------------------------------------------
10 SHARED DISPOSITIVE POWER -0-
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
OWNED BY ------------------------------------------------------
9 SOLE DISPOSITIVE POWER 2,500
EACH
REPORTING ------------------------------------------------------
10 SHARED DISPOSITIVE POWER -0-
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
OWNED BY ------------------------------------------------------
9 SOLE DISPOSITIVE POWER 2,500
EACH
REPORTING ------------------------------------------------------
10 SHARED DISPOSITIVE POWER -0-
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
OWNED BY ------------------------------------------------------
9 SOLE DISPOSITIVE POWER -0-
EACH
REPORTING ------------------------------------------------------
10 SHARED DISPOSITIVE POWER -0-
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 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended by the adding the following:
(a) This statement is also filed by BRT Realty Trust, a Massachusetts
business trust ("BRT"). The trustees of BRT are Fredric H.
Gould, Jeffrey A. Gould, Patrick J. Callan, Arthur Hurand, Gary
Hurand, David G. Herold, Herbert C. Lust II and Marshall Rose.
(b) The address of BRT is 60 Cutter Mill Road, Suite 303, Great Neck,
New York 11021.
(c) The principal business of BRT is to originate and hold for
investment for its own account senior real estate mortgage loans
secured by income producing real property or interests therein,
and, to a lesser extent, junior real estate mortgage loans secured
by income producing real property and senior mortgage loans
secured by undeveloped real property. Fredric H. Gould, directly
and indirectly through (i) the pension and profit sharing trusts
of BRT and REIT Management Corp of which he is a trustee with
shared voting power, (ii) shares held as a co-trustee for the
children of his brother, (iii) Georgetown Group, Inc. of which he
is a Vice President, (iv) One Liberty Properties, Inc. of which he
is an officer and a director and (v) Gould Investors L.P., an
entity in which Mr. Gould is a general partner, principal
executive officer and sole shareholder of the managing general
partner, beneficially owns 29.03% of the outstanding shares of
beneficial interest, par value $3.00 per share, in BRT.
(d)-(e) During the last five years, none of the trustees of BRT (i) has
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) BRT is organized under the laws of the State of Massachusetts.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended as follows:
As of the date hereof, the Partnership has purchased a total of 264,000
shares of Common Stock of the Company at an aggregate cost of
$4,504,764.70. The funds used to make these purchases came from the
Partnership's working capital. The Partnership has available approximately
$21,000,000 under a margin account maintained by the Partnership with
Salomon SmithBarney. As of the date hereof there is nothing 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, the trustees of the Pension Plans and BRT
may be deemed affiliates of each other.
BRT currently intends to finance the Proposal (as defined in Item 4) from
existing funds on hand and existing credit lines and if necessary other
borrowings, including borrowings from Gould Investors L.P.
ITEM 4. PURPOSE OF THE TRANSACTION.
Item 4 is hereby amended as follows:
On January 5, 1999, BRT delivered a proposal (the "Proposal") to the
Company to acquire by merger all of the outstanding shares of Common Stock
at $17.25 per share in cash. Upon consummation of such merger, the Company
would be held as a wholly owned subsidiary of BRT. The Proposal is subject
to execution of a definitive merger agreement, and consummation of the
merger would be subject to standard conditions, including but not limited
to, approval of the Merger Agreement by the stockholders of the Company
and the receipt of all required regulatory approvals. Following
consummation of the merger, BRT intends to keep the Company's name,
corporate structure, Board of Directors, management team and employees
intact. BRT also intends to add two BRT nominees to the Company's Board.
The Proposal is attached hereto as Exhibit 1 and is incorporated herein by
reference in its entirety. The foregoing summary of the Proposal does not
purport to be complete and is qualified by reference to such exhibit.
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 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended as follows:
(a)-(b) The Partnership owns, as of this date, 264,000 shares of Common
Stock of the Company, constituting approximately 9.29% of the
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. The
Partnership has sole voting and dispositive power with respect to
the 264,000 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. As of the date hereof, Matthew J. Gould, President
of Georgetown Partners, Inc., the managing general partner of
Gould Investors L.P. and a Senior Vice President of BRT, owns 1000
shares of the Common Stock of the Company. Except as set forth
above, neither BRT nor, to the best of BRT's knowledge, any of the
individuals named in Schedule I hereto, owns any Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is amended as follows by adding the following:
BRT and the Partnership anticipate entering into an option agreement
whereby BRT would have the right to acquire the Common Stock held by the
Partnership at a price per share equal to the price per share at which BRT
proposes to acquire the entire equity interest in the Company. It is
expected that the option agreement would continue in effect for two years.
Except as set forth above, none of the filing parties nor, to the best of
their knowledge, any of the individuals named in Schedule I hereto, has any
contracts, arrangements, understandings or relationships (legal or
otherwise) with any person with respect to any securities of the Company,
including, but not limited to, the transfer or voting of any securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or losses, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 - Letter dated January 5, 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 5, 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
SCHEDULE I
TRUSTEES AND EXECUTIVE OFFICERS
OF BRT REALTY TRUST
The name, business address, present principal occupation or
employment, and the name, principal business and address of any corporation
or other organization in which such employment is conducted, of each of the
trustees and executive officers of BRT Realty Trust is set forth below. If
no business address is given, the trustee's or officer's address is BRT
Realty Trust, 60 Cutter Mill Road, Suite 303, Great Neck, New York 11021.
Unless otherwise indicated, each occupation set forth opposite an executive
officer's name refers to employment with BRT.
Name Position Principal Occupation and Address
----------------------------------------------------------------------------
Patrick J. Callan Trustee Principal of the RREEF Funds, pension
fund real estate investments; located at
55 East 52nd Street, New York, NY 11021.
Director of Manufacturers & Traders Bank
Directors Advisory Council - New York
City Division; Director of First Empire
State Corporation.
Jeffrey A. Gould President President of BRT since March 1996;
and Trustee located at 60 Cutter Mill Road, Great Neck,
NY 11021
David G. Herold Trustee Private Investor; Located at 16 Southdown
Court, Huntington, NY.
Arthur Hurand Trustee Private Investor; located at 4182 Pier
North Blvd. Suite D, Flint, Michigan
48502. Director of One Liberty
Properties, Inc.
Herbert C. Lust, II Trustee Private Investor; located at 54 Porchuck
Road, Greenwich, CT 06830.
Marshall Rose Trustee Located at 60 Cutter Mill Road, Great
Neck, NY 11921; Real Estate
Consultant; President of Georgetown
Equities, Inc ("Georgetown"); located
at 667 Madison Avenue, New York, NY
Fredric H. Gould Chairman of Chairman of the Board of Georgetown
the Board Partners, Inc.; general partner of
and Chief Gould Investors L.P.; Chairman of
Executive the Board of One Liberty Properties,
Officer Inc.; President of REIT Management
Corp., all located at 60 Cutter Mill
Road, Great Neck, NY 11021
Gary Hurand Trustee President of Dawn Donut Systems, Inc.;
located at 4182 Pier North Blvd. Suite
D, Flint, Michigan, 48502. Director of
Republic Bancorp.
Simeon Brinberg Senior Vice Vice President of One Liberty; Senior
President Vice President of Georgetown; all
and Secretary located at 60 Cutter Mill Road,
Great Neck, NY 11021
David W. Kalish Senior Vice Vice President and Chief Financial Officer
President, of One Liberty and Georgetown; all
Finance located at 60 Cutter Mill Road,
Great Neck, NY 11021
Matthew J. Gould Senior Vice President and Chief Executive Officer
President of One Liberty; Vice President of
REIT; President of Georgetown; all
located at 60 Cutter Mill Road, Great
Neck, NY 11021
Mark Lundy Vice President Vice President of Georgetown; Secretary
of One Liberty; all located at 60
Cutter Mill Road, Great Neck, NY 11021
George Zwier Vice Presi- 60 Cutter Mill Road, Great Neck,
dent and NY 11021
Chief Finan-
cial Officer
Seth Kobay Vice 60 Cutter Mill Road, Great Neck, NY 11021
President
Eugene J. Keely Vice 60 Cutter Mill Road, Great Neck, NY 11021
President
Joshua D. Gleiber Vice 60 Cutter Mill Road, Great Neck, NY 11021
President
Israel Rosenzweig Vice President of BRT Funding
President Corp, a 100% owned BRT subsidiary;
Vice President of One Liberty and
Georgetown; 60 Cutter Mill Road, Great
Neck, NY 11021
EXHIBIT 1
[BRT Realty Trust Letterhead]
January 5, 1999
Mr. Eldorus Maynard, Chairman and
Mr. William LaCalamito, President
Peekskill Financial Corporation
1019 Park Street
Peekskill, NY 10566
Re: Acquisition of Peekskill Financial Corporation by BRT
Realty Trust
Dear Messrs. Maynard and LaCalamito:
We are pleased to submit to you the proposal of BRT Realty Trust
to acquire by merger all of the outstanding shares of Peekskill Financial
Corporation on the terms set forth below.
BRT is a publicly traded real estate investment trust of which I
serve as Chairman and Chief Executive Officer. The shares of BRT trade on
the New York Stock Exchange. I personally own approximately 25 percent of
the shares of beneficial interest in BRT directly and through Gould
Investors L.P. We would envision that Peekskill Financial Corporation
would merge with a wholly owned subsidiary of BRT and that BRT would
terminate its status as a real estate investment trust.
Pursuant to the merger, each outstanding share of common stock of
Peekskill Financial Corporation would receive $17.25 in cash (the "Merger
Price"). This equates to a premium of approximately 25.45 percent over the
closing price of $13.75 of the common stock of Peekskill Financial
Corporation as at December 17th, 1998, the day before Peekskill Financial
Corporation announced its Modified Dutch Auction Tender. It is also a
premium of approximately 8.7 percent over the closing price of the common
stock on January 4, 1999. Appropriate steps would be taken to permit the
cancellation of outstanding employee stock options in consideration of a
cash payment equal to the amount by which the Merger Price exceeds the
exercise price of such options.
We assume for purposes of this proposal that the number of shares
of common stock of Peekskill Financial Corporation currently outstanding is
2,842,069 and that unexercised employee stock options are currently
outstanding with respect to approximately 389,476 shares of Peekskill
Financial Corporation common stock.
Upon consummation of the merger, Peekskill Financial Corporation
would be held as a wholly owned subsidiary of BRT with its name, corporate
structure, Board of Directors, management team and employees intact. We
would intend to add two BRT nominees to the Board as well. Eldorus Maynard
and William LaCalamito would be asked to join the board of BRT. Of course,
existing employment agreements would be honored.
First Federal Savings Bank (the operating subsidiary of Peekskill
Financial Corporation) would continue to be operated as a service-oriented
community bank with its principal office remaining at its present location.
Our proposal is subject to due diligence, the execution of a
mutually satisfactory definitive merger agreement and other customary
conditions, such as approval by the shareholders of Peekskill Financial
Corporation and the receipt of required regulatory approvals.
Because of the affiliation between BRT and Gould Investors L.P.,
and Gould Investors' legal obligations with respect to its current
Statement on Schedule 13D with respect to Peekskill Financial Corporation,
Gould Investors will amend such Statement to reflect the contents of this
letter.
The per share amount which each shareholder would receive in the
merger is $2.50 or 17% higher than the lowest price which is being offered
to shareholders in the Modified Dutch Auction Tender announced by Peekskill
Financial Corporation on December 18, 1998 and $.50 or 3% higher than the
highest price being offered in such Modified Dutch Auction Tender.
Of course, we are available to answer any questions you may have
about our proposal and we would be delighted to meet with the Board of
Directors of Peekskill Financial Corporation to discuss our proposal in
further detail.
Very truly yours,
BRT REALTY TRUST
By: /s/ Fredric H. Gould
-----------------------------------
Fredric H. Gould
Chairman and Chief Executive Officer
