<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
VALUE PROPERTY TRUST
(Name of Issuer)
Common Stock, $1.00 Par Value
(Title of Class of Securities)
919904102
(CUSIP Number)
Check the following box if a fee is being paid with the statement / /. (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)
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Continued on following page(s)
Page 1 of 11 Pages
Exhibit Index: 9
<PAGE> 2
SCHEDULE 13G
CUSIP NO. 919904102 PAGE 2 OF 11 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
ANGELO, GORDON & CO., L.P.
2 Check the Appropriate Box If a Member of a Group*
a. / /
b. / /
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 1,209,532
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,209,532
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,209,532
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares* / /
11 Percent of Class Represented By Amount in Row (9)
10.8%
12 Type of Reporting Person*
BD, IA, PN
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SCHEDULE 13G
CUSIP NO. 919904102 PAGE 3 OF 11 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
JOHN M. ANGELO
2 Check the Appropriate Box If a Member of a Group*
a. / /
b. / /
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 1,209,532
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
1,209,532
9 Aggregate Amount Beneficially Owned by Each Reporting Person
0
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares* / /
11 Percent of Class Represented By Amount in Row (9)
0.0%
12 Type of Reporting Person*
IN, HC
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SCHEDULE 13G
CUSIP NO. 919904102 PAGE 4 OF 11 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MICHAEL L. GORDON
2 Check the Appropriate Box If a Member of a Group*
a. / /
b. / /
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 1,209,532
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
1,209,532
9 Aggregate Amount Beneficially Owned by Each Reporting Person
0
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares* / /
11 Percent of Class Represented By Amount in Row (9)
0.0%
12 Type of Reporting Person*
IN, HC
<PAGE> 5
Page 5
Item 1(a) NAME OF ISSUER:
Value Property Trust (the "Issuer").
Item 1(b) ADDRESS OF THE ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
120 Albany Street, 8th Floor, New Brunswick, New Jersey 08901.
Item 2(a) NAME OF PERSON FILING:
This statement is filed on behalf of the following reporting
persons (the "Reporting Persons"): (i) Angelo, Gordon & Co.,
L.P. ("Angelo, Gordon"), (ii) John M. Angelo, in his capacities
as a general partner of AG Partners, L.P., the sole general
partner of Angelo, Gordon, and the chief executive officer of
Angelo, Gordon and (iii) Michael L. Gordon, in his capacities
as the other general partner of AG Partners, L.P., the sole
general partner of Angelo, Gordon, and the chief operating
officer of Angelo, Gordon.
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
(i) The principal business office of Angelo, Gordon is located at
245 Park Avenue, New York, New York 10167.
(ii) The address of the principal business office of Mr. Angelo is
245 Park Avenue, New York, New York 10167.
(iii) The address of the principal business office of Mr. Gordon is
245 Park Avenue, New York, New York 10167.
Item 2(c) CITIZENSHIP:
(i) Angelo, Gordon is a Delaware limited partnership.
(ii) Mr. Angelo is a citizen of the United States.
(iii) Mr. Gordon is a citizen of the United States.
Item 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock, $1.00 par value (the "Shares").
Item 2(e) CUSIP NUMBER:
919904102
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Page 6
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR
13D-2(B), CHECK WHETHER THE PERSON FILING IS A:
(i) Angelo, Gordon is a broker-dealer registered under Section 15
of the Act and an investment adviser registered under Section
203 of the Investment Advisers Act of 1940.
(ii) Mr. Angelo is a "parent holding company".
(iii) Mr. Gordon is a "parent holding company".
Item 4. OWNERSHIP:
(a) AMOUNT BENEFICIALLY OWNED:
(i) As of December 31, 1995, Angelo, Gordon may be deemed to be the
beneficial owner of 1,209,532 Shares as a result of voting and
dispositive powers that it held with respect to the 209,273
Shares it held for its own account and 1,000,259 Shares held
for the account of fourteen private investment funds for which
it acts as general partner and/or investment adviser.
(ii) Mr. Angelo may be considered a beneficial owner of the
1,209,532 Shares held by Angelo, Gordon referred to in
paragraph (a)(i) above. Mr. Angelo is the chief executive
officer of Angelo, Gordon and is a general partner of AG
Partners, L.P., the sole general partner of Angelo, Gordon.
(iii) Mr. Gordon may be considered a beneficial owner of the
1,209,532 Shares held by Angelo, Gordon referred to in
paragraph (a)(i) above. Mr. Gordon is the chief operating
officer of Angelo, Gordon and is the other general partner of
AG Partners, L.P., the sole general partner of Angelo, Gordon.
(b) PERCENT OF CLASS:
The number of Shares beneficially owned by Angelo, Gordon
constitute 10.8% of the total number of Shares outstanding.
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
<TABLE>
<CAPTION>
Angelo, Gordon Mr. Angelo Mr. Gordon
-------------- ---------- ----------
<S> <C> <C> <C> <C>
(i) sole power to vote or to
direct the vote: 1,209,532 0 0
(ii) shared power to vote or
to direct the vote: 0 1,209,532 1,209,532
(iii) sole power to dispose or
to direct the disposition of: 1,209,532 0 0
(iv) shared power to dispose or
to direct the disposition of: 0 1,209,532 1,209,532
</TABLE>
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Page 7
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
This Item 5 is not applicable.
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON:
The limited partners of (or investors in) each of fourteen
funds for which Angelo, Gordon acts as general partner and/or
investment adviser have the right to participate in the receipt
of dividends from, or proceeds from the sale of, securities
held by their respective funds (including the Shares) in
accordance with their respective limited partnership interests
(or investment percentages) in their respective funds.
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY:
See Exhibit B.
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
This Item 8 is not applicable.
Item 9. NOTICE OF DISSOLUTION OF GROUP:
This Item 9 is not applicable.
Item 10. CERTIFICATION:
By signing below each of the Reporting Persons certifies that,
to the best of such person's knowledge and belief, the
securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and
do not have the effect of changing or influencing the control
of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purposes or effect.
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Page 8
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: February 7, 1996 ANGELO, GORDON & CO., L.P.
By: AG Partners, L.P.
General Partner
By: /s/ Michael L. Gordon
------------------------
Name: Michael L. Gordon
Title: General Partner
/s/ John M. Angelo
--------------------------------
JOHN M. ANGELO
/s/ Michael L. Gordon
--------------------------------
MICHAEL L. GORDON
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Page 9
EXHIBITS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
A. Joint Filing Agreement, dated February 7, 1996
by and among Angelo, Gordon & Co., L.P.,
Mr. John M. Angelo and Mr. Michael L. Gordon .................. 10
B. Item 7 disclosure ............................................. 11
</TABLE>
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Page 10
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the Common Stock of Value Property Trust dated February 7, 1996 is,
and any amendments thereto signed by each of the undersigned shall be, filed on
behalf of each of us pursuant to and in accordance with the provisions of Rule
13d-1(f) under the Securities Exchange Act of 1934.
Dated: February 7, 1996 ANGELO, GORDON & CO., L.P.
By: AG Partners, L.P.
General Partner
By: /s/ Michael L. Gordon
------------------------
Name: Michael L. Gordon
Title: General Partner
/s/ John M. Angelo
--------------------------------
JOHN M. ANGELO
/s/ Michael L. Gordon
--------------------------------
MICHAEL L. GORDON
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EXHIBIT B
ITEM 7
Angelo, Gordon is the relevant subsidiary for which Mr. Angelo and Mr.
Gordon may each be considered a "parent holding company."
Angelo, Gordon is a broker-dealer registered under Section 15 of the Act
and an investment adviser registered under the Investment Advisers Act of 1940.
