<PAGE>
SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934 (Amendment No. 1)
Check the appropriate box:
/X/ Preliminary proxy statement / / Confidential, For Use of the
/ / Definitive proxy statement Commission Only (as permitted
/ / Definitive additional materials by Rule 14c-5(d)(2))
MORTGAGE REALTY AND TRUST
(Name of Registrant as Specified in Charter)
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Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), or 14c-5(g).
/ / Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
________________________________________________________________________________
(2) Aggregate number of securities to which transactions applies:
________________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing is
calculated and state how it was determined):
________________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
________________________________________________________________________________
(5) Total Fee Paid:
________________________________________________________________________________
/ / Fee Paid Previously with Preliminary Materials
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
________________________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
________________________________________________________________________________
(3) Filing Party:
________________________________________________________________________________
(4) Date Filed:
________________________________________________________________________________
<PAGE>
INFORMATION STATEMENT
DATE, TIME AND PLACE INFORMATION
This Information Statement is being mailed on or about October 2, 1995 to
the holders of Mortgage and Realty Trust $1.00 par value common shares (the
"Common Shares").
The principal executive offices of Mortgage and Realty Trust (the "Company")
are located at 8380 Old York Road, Suite 300, Elkins Park, Pennsylvania 19027-
1590 and the telephone number is (215) 881-1523.
As of October 1, 1995, the Company had outstanding 11,226,000 Common Shares.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The holders of 97% of the Common Shares have consented in writing to change
the name of the Company to Value Property Trust and an amendment to the
Company's Amended and Restated Declaration of Trust to such effect shall be
filed with the Secretary of State of the State of Maryland on or about October
22, 1995. Such an amendment required the written consent of the holders of not
less than 66-2/3% of the outstanding Common Shares.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The table below sets forth information concerning the only persons, entities or
groups which the Company believes are the beneficial owners of more than five
percent of the outstanding shares of the Company's Common Shares as of October
1, 1995.
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of
Beneficial Owner Beneficial Ownership Percent of Class
<S> <C> <C>
Mutual Series Fund 5,571,000 49.63%
51 JFK Parkway
Short Hills, New Jersey 07078
Intermarket Corporation 2,789,000 24.84%
667 Madison Avenue
20th Floor
New York, New York 10021
Angelo Gordon & Co., L.P. 1,042,000 9.29%
245 Park Avenue
New York, New York 10167
</TABLE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information at October 1, 1995 with respect to
the beneficial ownership of shares of the Common Shares by each named executive
officer and trustee of the Company and by all named executive officers and
trustees as a group. The information set forth below is based upon filings with
the Securities and Exchange Commission, the Company's share records, and
information obtained by the Company from the persons named below. As of October
1, 1995, no individual trustee or officer had beneficial ownership of 1% or more
of the outstanding Common Shares and all trustees and officers as a group
beneficially owned .5% of the outstanding Common Shares.
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<PAGE>
<TABLE>
<CAPTION>
Amount and Nature of Percent
Name Beneficial Owner (1) Beneficial Ownership of Class
- ------------------------ -------------------- ---------
<S> <C> <C>
C.W. Strong, Jr. .................................................. 149 -
James A. Dalton.................................................... 0 -
Daniel F. Hennessey................................................ 17 -
Donald W. Burnes, Jr............................................... 0 -
Douglas R. Eckard.................................................. 0 -
George R. Zoffinger................................................ 8,443 -
Carl A. Mayer, Jr.................................................. 0 -
Martin Bernstien................................................... 28,162(2) .3%
John B. Levy ...................................................... 4,206(3) -
Richard B. Jennings................................................ 0 -
Richard S. Frary................................................... 18,775 -
Jeffrey Altman..................................................... 0 -
All Named Executive Officers and Trustees
as a group (12 persons)............................................ 59,752 .5%
__________________
<FN>
(1) The address of all Named Executive Officers and Trustees is in care of
the Company.
(2) Includes 18,775 shares owned by Evelyn Bernstein, Mr. Bernstein's wife.
(3) All 4,206 shares owned by Judith Brown Levy, Mr. Levy's wife.
</TABLE>
CORPORATE NAME CHANGE
On October 2, 1995, shareholders of [97%] of the Company's outstanding
Common Shares approved an amendment to the Company's Amended and Restated
Declaration of Trust changing the Company's name to "Value Property Trust."
This new name is intended to reflect the Company's fresh start as a company
emerging from a proceeding under Chapter 11 of the Bankruptcy Code.
VOTING PROCEDURES
The affirmative consent of two-thirds of the outstanding Common Shares is
sufficient under Maryland law to adopt the name change amendment to the
Company's Amended and Restated Declaration of Trust. The Company has received
written consents from [97%] of the holders of Common Shares.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
Proposals By Security Holders
The management of the Company knows of no matters to be presented other than
voting on the Company's name change.
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