SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
MORTGAGE AND REALTY TRUST
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
919-904-10-2
(CUSIP Number)
Glen J. Cocchiola, Esq.
Dillon, Bitar & Luther
53 Maple Avenue
P.O. Box 398
Morristown, NJ 07963-0398
(201) 539-3100
(Name, Address and Telephone Number of Person Authorized to
Receive Notices & Communications)
October 10, 1995
(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. [ ]
Check the following box if a fee is being paid with the
statement. [X] (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent
or less of such class. See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
<PAGE>
SCHEDULE 13D
CUSIP No. 919-904-10-2
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Intermarket Corp.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS* PF
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
---
8. SHARED VOTING POWER
2,788,827
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
2,788,827
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 2,788,827
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* (See Instructions) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.8%
14. TYPE OF REPORTING PERSON* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
SCHEDULE 13D
CUSIP No. 919-904-10-2
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fernwood Associates, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS* PF
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
---
8. SHARED VOTING POWER
1,173,957
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
1,173,957
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 1,173,957
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* (See Instructions) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.5%
14. TYPE OF REPORTING PERSON* PN
!<PAGE>
SCHEDULE 13D
CUSIP No. 919-904-10-2
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fernwood Restructurings, Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS* PF
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
---
8. SHARED VOTING POWER
1,163,722
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
1,163,722
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 1,163,722
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* (See Instructions) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.4%
14. TYPE OF REPORTING PERSON* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
Item 1. Security and Issuer.
This Statement on Schedule 13D is filed with respect to
Mortgage and Realty Trust, which is in the process of changing
its name to Value Property Trust (the "Issuer"), which has its
principal executive offices at 8330 Old York Road, Suite 300,
Elkins Park, Pennsylvania 19027, telephone number (215) 881-1525.
This Statement relates to the Issuer's common stock, par value
$.01 (the "Common Stock").
Item 2. Identity and Background.
This Statement is filed by a group consisting of
Intermarket Corp. ("Intermarket"), Fernwood Associates, L.P.
("Fernwood Associates") and Fernwood Restructurings, Limited
("Fernwood Restructurings").
Intermarket is a Delaware corporation, having its
principal place of business 667 Madison Avenue, New York, New
York 10021. Intermarket's principal business is providing
investment management services to corporations and acting as a
general partner of investment partnerships, including Fernwood
Associates and Fernwood Restructurings.
The executive officers of Intermarket are Lionel
Goldfrank, III, President; Ian MacKenzie, Vice President; Thomas
P. Borger, Vice President; and David B. Forer, Vice President.
Each has as his business address, the address of Intermarket.
Each has, as his principal occupation or employment, the position
with Intermarket listed above. The executive officers of
Intermarket constitute of all of its shareholders and no
shareholder has absolute control. No other person is directly or
indirectly in control of
Intermarket.
Fernwood Associates is a Delaware limited partnership
having its principal place of business at 667 Madison Avenue, New
York, New York 10021. Fernwood Associates' principal business is
as an investment partnership.
The general partners of Fernwood Associates are Mr.
Goldfrank, Mr. MacKenzie, Mr. Borger and Mr. Forer, all
identified above.
Fernwood Restructurings, Limited is an open-ended British
Virgin Islands Company above having its principal place of
business at Palm Chambers, P.O. Box 119, Road Town, Tortola,
British Virgin Islands. Its directors are Mr. Goldfrank, Mr.
MacKenzie and Mr. Forer, each identified above, together with
Jacques C. Bouteillier, a citizen of France, who is the Managing
Director of Pierson, Hedring & Pierson (Bahamas), Ltd., the
administrator Fernwood Restructurings having its principal office
at Bank America House, East Bay Street, Nassau, Bahamas; Geoffrey
Dyson, Managing Director of Pierson, Hedring & Pierson (Bahamas),
Ltd., a Canadian citizen; Ian D. Fair, a citizen of the United
Kingdom, Chairman of the Board of Pierson, Hedring and Pierson
(Bahamas), Ltd.; and Georg von Richter, a citizen of Switzerland,
who is General Manager of Bank Openheim Pierson (Switzerland)
Ltd. having its office at Gotthard Strasse, 20, 6300 Zug,
Switzerland. Mr. Bouteillier is the President of Fernwood
Restructurings and Mr. Dyson is its Secretary. No person other
than those named in this Item are in control of Fernwood
Restructurings.
Neither Intermarket, Fernwood Associates, Fernwood
Restructurings nor any person named in this Item 2. has during
the last five (5) years been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
Neither Intermarket, Fernwood Associates, Fernwood
Restructurings nor any such person was during the last five (5)
years a party to a civil proceeding of a judicial or adminis-
trative body of competent jurisdiction and as a result of such
proceeding 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.
Unless otherwise so identified, all of the persons
identified in response to this Item 2. are citizens of the United
States of America.
Item 3. Source and Amount of Funds or Other Consideration.
On October 10, 1995, the Issuer announced that a
prepackaged bankruptcy plan had become effective.
Under this plan, Fernwood Associates has the right to
receive 1,173,957 shares of Common Stock, Fernwood Restructurings
has the right to receive 1,163,722 shares of Common Stock and
other entities to which Intermarket provides investment
management services have the right to receive 451,148 shares.
These shares have not been issued and will be issued under the
CUSIP identification above in the Issuer's new name of "Value
Property Trust." These shares were issued as partial
consideration, together with $11,783,229 in cash and $28,169,000
aggregate principal amount of the Issuer's new 11-1/l8% Senior
Secured Notes due 2002 for $74,270,170 acquired principal amount
of the Issuer's Senior Secured Uncertificated Notes due 1995.
Item 4. Purpose of Transaction.
These shares were received pursuant to the prepackaged
bankruptcy plan.
Intermarket and these corporations and partnerships
reserve the right to sell securities of the Issuer and to
purchase additional
securities of the Issuer and has already sold and intends to sell
more of the Senior Notes received in the exchange.
Intermarket has no plan or proposal which relates to
the actions set forth in the Instructions to Item 4 of Schedule
13D or any action similar thereto.
Item 5. Interest in Securities of the Issuer.
Intermarket provides investment management services to
corporations and acts as the general partner of investment
limited partnerships. None of these corporations or partnerships
hold or beneficially own in excess of 5% of the Common Stock of
the Issuer, except Fernwood Associates and Fernwood
Restructurings.
As of the date of this Schedule 13D, such corpora-
tions or partnerships hold in the aggregate 2,788,827 shares
of the Common Stock or 24.8% of the outstanding shares of Common
Stock based upon information contained in the Issuer's press
release dated October 10, 1995. As a result of the investment
management services provided to these corporations and
partnerships by Intermarket, Intermarket may be deemed to have
shared voting and dispositive power over such shares with such
holders.
Included among these shares are shares held by Fernwood
Associates in the amount of 1,173,957 shares or 10.5% of the
outstanding shares of Common Stock and Fernwood Restructurings in
the amount of 1,163,722 shares of 10.4% of the outstanding shares
of Common Stock.
Intermarket has had no transaction in the Common Stock,
and none of the entities to which it provides investment
management services has had transactions in the Common Stock in
the last sixty (60) days, except for the exchange described in
Item 2.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
None.
Item 7. Materials 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.
INTERMARKET CORP.
Dated: October 19, 1995 By: IAN MACKENZIE
Ian MacKenzie, Vice President
FERNWOOD ASSOCIATES, L.P.
By its General Partner
Dated: October 19, 1995 By: IAN MACKENZIE
Ian MacKenzie, General Partner
FERNWOOD RESTRUCTURINGS, LIMITED
By its Manager, Intermarket Corp.
Dated: October 19, 1995 By: IAN MACKENZIE
Ian MacKenzie, Vice President
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
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