Securities and Exchange Commission
Washington, D.C. 20549
AMENDMENT NO. 13
TO
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Entertainment Properties Trust
------------------------------
(Name of Issuer)
Common Shares of Beneficial Interest, par value $.01 per share
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(Title of Class of Securities)
29380T105
---------
(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)
-----------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to
report the acquisition that is the subject of this Schedule l3D, and is filing
this schedule because of Rule l3d-l(e), 13d-1 (f) or 13d-1(g), check the
following box / /.
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule l3d-7 for other
parties to whom copies are to be sent.
Page 2 of 42 Pages
Cusip No. 29380T105
-----------------------------------------------------------------
l. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BRT Realty Trust - 13-2755856
-----------------------------------------------------------------
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 ITEMS
2(d) or 2(e)
-----------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
-----------------------------------------------------------------
7. SOLE VOTING POWER - 1,191,900
NUMBER OF ----------------------------------
SHARES 8. SHARED VOTING POWER -
BENEFICIALLY ---------------------------------------
OWNED BY 9. SOLE DISPOSITIVE POWER - 1,191,900
EACH ---------------------------------------
REPORTING 10. SHARED DISPOSITIVE POWER -
PERSON WITH ---------------------------------------
-----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 1,191,900
-----------------------------------------------------------------
12. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
-----------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.91%
-----------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
OO
Page 3 of 42 Pages
Cusip No. 29380T105
l. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gould Investors L.P. - 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 ITEMS 2(d) or 2(e)
-----------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-----------------------------------------------------------------
7. SOLE VOTING POWER - 1,500
NUMBER OF ----------------------------------------
SHARES 8. SHARED VOTING POWER - 49,000 (1)
BENEFICIALLY ----------------------------------------
OWNED BY 9. SOLE DISPOSITIVE POWER - 1,500
EACH ----------------------------------------
REPORTING 10. SHARED DISPOSITIVE POWER - 49,000 (1)
PERSON WITH ------------------------------------------
-----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 50,500 (1)
-----------------------------------------------------------------
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*
PN
Page 4 of 42 Pages
(1) Gould Investors L.P. is a member of SASS/Gould Real Estate Securities LLC,
a limited liability company, which is the succesor to SASS/Gould REIT Partners.
An affiliate of Gould Investors L.P. is a sub-advisor to M.D. Sass Investors
Services, Inc., the Managing Member of Sass/Gould Real Estate Securities LLC, in
its activities as Managing Member of Sass/Gould Real Estate Securities LLC. The
affiliate of Gould Investors L.P. is also sub-advisor to another client of M.D.
Sass Investors Services, Inc. Gould Investors L.P. may be deemed to have shared
voting and shared dispositive power with respect to the shares of the Company
owned by these two entities.
Page 5 of 42 Pages
Cusip No. 29380T105
l. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ONE LIBERTY PROPERTIES, INC. - 13-3147497
-----------------------------------------------------------------
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 ITEMS 2(d) or 2(e)
-----------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
MARYLAND
-----------------------------------------------------------------
7. SOLE VOTING POWER - 2,625
NUMBER OF -----------------------------------------
SHARES 8. SHARED VOTING POWER -
BENEFICIALLY -----------------------------------------
OWNED BY 9. SOLE DISPOSITIVE POWER - 2,625
EACH -----------------------------------------
REPORTING 10. SHARED DISPOSITIVE POWER -
PERSON WITH -----------------------------------------
-----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 2,625
-----------------------------------------------------------------
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 *
CO
Page 6 of 42 Pages
Cusip No. 29380T105
l. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SASS/GOULD Real Estate Securities LLC (1) - 13-4057411
-----------------------------------------------------------------
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 ITEMS 2(d) or 2(e)
-----------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
-----------------------------------------------------------------
7. SOLE VOTING POWER - 39,900
NUMBER OF --------------------------------------------
SHARES 8. SHARED VOTING POWER -
BENEFICIALLY --------------------------------------------
OWNED BY 9. SOLE DISPOSITIVE POWER - 39,900
EACH --------------------------------------------
REPORTING 10. SHARED DISPOSITIVE POWER -
PERSON WITH --------------------------------------------
-----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 39,900
-----------------------------------------------------------------
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*
OO
(1) Successor to SASS/Gould REIT Partners.
Page 7 of 42 Pages
Cusip No. 29380T105
l. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
M.D. SASS Investors Services, Inc. - 13-2703405
-----------------------------------------------------------------
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 ITEMS
2(d) or 2(e)
-----------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-----------------------------------------------------------------
7. SOLE VOTING POWER -
NUMBER OF ------------------------------------------
SHARES 8. SHARED VOTING POWER - 49,000
BENEFICIALLY ------------------------------------------
OWNED BY 9. SOLE DISPOSITIVE POWER -
EACH ------------------------------------------
REPORTING 10. SHARED DISPOSITIVE POWER - 49,000
PERSON WITH ------------------------------------------
-----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 49,000 (1)
-----------------------------------------------------------------
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*
IA
(1) Includes shares of the Company owned by Sass/Gould Real Estate Securities
LLC and shares of the Company owned by another client of M.D. Sass Investors
Services, Inc.
Page 8 of 42 Pages
Cusip No. 29380T105
l. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fredric H. Gould and Fredric H. Gould Spousal IRA 119-26-2645
-----------------------------------------------------------------
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 United States
-----------------------------------------------------------------
7. SOLE VOTING POWER - 2,112 (1)
NUMBER OF ---------------------------------------------
SHARES 8. SHARED VOTING POWER - 1,245,025 (2)
BENEFICIALLY ---------------------------------------------
OWNED BY 9. SOLE DISPOSITIVE POWER - 2,112 (1)
EACH ---------------------------------------------
REPORTING 10. SHARED DISPOSITIVE POWER - 1,245,025 (2)
PERSON WITH _____________________________________________
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 1,247,137
-----------------------------------------------------------------
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 7.23%
-----------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
NOTE: - (1) The 2,112 shares includes 1,850 shares owned by
Fredric H. Gould, individually, and 262 shares owned by Fredric H.
Gould Spousal IRA.
Page 9 of 42 Pages
(2) Fredric H. Gould is Chairman of the Board of BRT Realty Trust, Chairman of
the Board and sole shareholder of the Managing General Partner of Gould
Investors L.P. and Chairman of the Board of One Liberty Properties, Inc. Gould
Investors L.P. is a member of SASS/Gould Real Estate Securities LLC and an
affiliate of Gould Investors L.P. is the sub-advisor to Sass/Gould Real Estate
Securities LLC and to another client of M.D. Sass Investors Services, Inc. Mr.
Gould may be deemed to have shared voting and shared dispositive power as to the
Common Shares of the Company owned by BRT Realty Trust, Gould Investors L.P.,
One Liberty Properties, Inc., Sass/Gould Real Estate Securities, Inc. and the
client of M.D. Sass Investors Services, Inc.
Page 10 of 42 Pages
Cusip No. 29380T105
l. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Helaine Gould - 052-32-2215
-----------------------------------------------------------------
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
United States
-----------------------------------------------------------------
7. SOLE VOTING POWER - 1,000
NUMBER OF ---------------------------------------------
SHARES 8. SHARED VOTING POWER -
BENEFICIALLY ---------------------------------------------
OWNED BY 9. SOLE DISPOSITIVE POWER - 1,000
EACH ---------------------------------------------
REPORTING 10. SHARED DISPOSITIVE POWER -
PERSON WITH ---------------------------------------------
-----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 1,000
-----------------------------------------------------------------
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*
IN
Page 11 of 42 Pages
Cusip No. 29380T105
l. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jeffrey Gould - 087-44-0886
-----------------------------------------------------------------
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 United States
-----------------------------------------------------------------
7. SOLE VOTING POWER - 300
NUMBER OF ---------------------------------------------
SHARES 8. SHARED VOTING POWER - 1,191,900 (1)
BENEFICIALLY ---------------------------------------------
OWNED BY 9. SOLE DISPOSITIVE POWER - 300
EACH ---------------------------------------------
REPORTING 10. SHARED DISPOSITIVE POWER - 1,191,900 (1)
PERSON WITH ---------------------------------------------
-
-----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 1,192,200
-----------------------------------------------------------------
12. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
-----------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.91%
-----------------------------------------------------------------
14. TYPE OF
REPORTING PERSON*
IN
(1) Jeffrey Gould is President and Chief Executive Officer of BRT Realty Trust.
Accordingly, he may be deemed to have shared voting and shared dispositive power
over the shares owned by BRT Realty Trust.
Page 12 of 42 Pages
Cusip No. 29380T105
l. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Matthew Gould - 052-40-1318
-----------------------------------------------------------------
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 United States
-----------------------------------------------------------------
7. SOLE VOTING POWER - 400
NUMBER OF ---------------------------------------------
SHARES 8. SHARED VOTING POWER - 50,500 (1)
BENEFICIALLY ---------------------------------------------
OWNED BY 9. SOLE DISPOSITIVE POWER - 400
EACH ---------------------------------------------
REPORTING 10. SHARED DISPOSITIVE POWER - 50,500(1)
PERSON WITH ---------------------------------------------
-----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 50,900
-----------------------------------------------------------------
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*
IN
(1) Matthew Gould is President of the Managing General Partner of Gould
Investors L.P. Accordingly, he may be deemed to have shared voting and shared
dispositive power as to the Common Shares of the Company owned by Gould
Investors L.P., by SASS/Gould Real Estate Securities LLC and another client of
M.D. Sass Investors Services, Inc.
Page 13 of 42 Pages
Cusip No. 29380T105
l. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Israel Rosenzweig and Zehavit Rosenzweig,
as joint tenants - 068-52-3463
-----------------------------------------------------------------
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 United States
-----------------------------------------------------------------
7. SOLE VOTING POWER - 1,000
NUMBER OF ---------------------------------------------
SHARES 8. SHARED VOTING POWER - 49,000 (1)
BENEFICIALLY ---------------------------------------------
OWNED BY 9. SOLE DISPOSITIVE POWER - 1,000
EACH ---------------------------------------------
REPORTING 10. SHARED DISPOSITIVE POWER - 49,000 (1)
PERSON WITH ---------------------------------------------
-----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 50,000
-----------------------------------------------------------------
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*
IN
Page 14 of 42 Pages
Cusip No. 29380T105
(1) Mr. Rosenzweig is President of the affiliate of Gould Investors L.P., which
acts as sub-advisor to M.D. Sass Investors Services, Inc. Accordingly, he may be
deemed to have shared voting and shared dispositive powers as to the Common
Shares of the Company owned by Sass/Gould Real Estate Securities LLC and the
client of M.D. Sass Investors Services, Inc. which owns Common Shares of the
Company.
Page 15 of 42 Pages
Cusip No. 29380T105
l. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Israel Rosenzweig - Keogh Account, 068-52-3463 and Israel
Rosenzweig as custodian for Alon Rosenzweig under
New York Uniform Gift to Minors Act - 088-74-1177.
-----------------------------------------------------------------
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 United States
-----------------------------------------------------------------
7. SOLE VOTING POWER - 4,300
NUMBER OF ---------------------------------------------
SHARES 8. SHARED VOTING POWER -
BENEFICIALLY ---------------------------------------------
OWNED BY 9. SOLE DISPOSITIVE POWER - 4,300
EACH ---------------------------------------------
REPORTING 10. SHARED DISPOSITIVE POWER -
PERSON WITH ---------------------------------------------
-----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 4,300
-----------------------------------------------------------------
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*
IN
NOTE: The 4,300 shares includes 4,100 shares held in a Keogh Account
established by Mr. Rosenzweig and 200 shares are held by him as
a custodian for his son.
Page 16 of 42 Pages
This Amendment amends and supplements Schedule 13D filed with the Securities and
Exchange Commission on March 13, 2000, as amended to date. Certain items in this
Amendment have been restated. Except as amended by this amendment, there has
been no change in the information previously reported on Schedule 13D, as
previously amended.
Item 2. Identity and Background
(a) This statement is filed by the following:
o BRT Realty Trust, a business trust organized under the laws of the
Commonwealth of Massachusetts ("BRT").
o Gould Investors L.P. a limited partnership organized under the laws of the
State of Delaware (the "Partnership").
o One Liberty Properties, Inc., a corporation organized under the laws
of the State of Maryland ("OLP").
o Sass/Gould Real Estate Securities LLC, a limited liability company
organized under the laws of the State of New York ("Sass/Gould").
o M.D. Sass Investors Services, Inc., a corporation organized under the
laws of the State of Delaware ("MD SASS").
o Fredric H. Gould and Fredric H. Gould Spousal IRA
o Helaine Gould
o Jeffrey Gould
o Matthew Gould
o Israel Rosenzweig and Zehavit Rosenzweig, as joint tenants.
o Israel Rosenzweig Keogh Account and Israel Rosenzweig, as custodian
for Alon Rosenzweig.
Page 17 of 42 Pages
(b) The address of the principal business and principal office of BRT, the
Partnership and OLP is 60 Cutter Mill Road, Suite 303, Great Neck, New York
11021. The address of the principal business and principal office of Sass/Gould
and M.D. Sass is 1185 Avenue of the Americas, New York, NY 10036-2699. The
business address of Fredric H. Gould, Jeffrey Gould, Matthew Gould and Israel
Rosenzweig is 60 Cutter Mill Road, Suite 303, Great Neck, New York, 11021. The
residence address of Helaine Gould is 5 Overlook Circle, Manhasset, New York
11030. The residence address of Zehavit Rosenzweig is 33 Split Rock Road, Kings
Point, NY 11024.
(c) BRT is a real estate investment trust. Its primary business is originating
and holding for investment for its own account senior and junior real estate
mortgage loans secured by income producing real property.
The Partnership owns and operates and participates in the ownership and
operation of income producing real property. The Partnership also invests in
equity securities of other entities.
OLP is a real estate investment trust. Its primary business is the acquisition,
ownership and management of improved, commercial real estate operated by tenants
under long-term net leases.
Sass/Gould is an investment partnership whose primary activity is to make
investments in the securities of real estate investment trusts.
MD Sass is a registered investment adviser.
Item 2 information with respect to Fredric H. Gould, Matthew Gould, Jeffrey
Gould and Israel Rosenzweig is set forth on Attachments A, B, C and D hereto.
Helaine Gould is not employed or engaged in any business activities. Zehavit
Rosenzweig is an occupational therapist employed by the Millenium Rehab
Services, 1302 Kings Highway, Brooklyn, New York 11229.
Item 2 information with respect to the executive officers and Trustees of BRT is
set forth on Attachment A.
Item 2 information with respect to the executive officers of the Managing
General Partner (Georgetown Partners, Inc.) of Gould Investors L.P. is set forth
on Attachment B.
Page 18 of 42 Pages
Item 2 information with respect to the executive officers and directors of OLP
is set forth on Attachment C.
Item 2 information with respect to the managing member of Sass/Gould is set
forth on Attachment D.
Item 2 information with respect to the executive officers and directors of MD
Sass is set forth on Attachment E.
(d) - (e) During the last five years neither BRT, nor any of the executive
officers or Trustees of BRT has (i) 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 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.
During the last five years neither the Partnership, any general partner of the
Partnership, nor any executive officer or director of the Managing General
Partner of the Partnership has (i) 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 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.
During the last five years, neither OLP nor any executive officers or directors
of OLP has (i) 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 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.
During the last five years, neither Sass/Gould nor the managing member of
Sass/Gould has (i) 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 a
result of such proceeding was or is subject to a judgment, decree or final order
Page 19 of 42 Pages
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.
During the last five years, neither MD Sass nor any of the executive officers or
directors of MD Sass has (i) 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 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.
During the last five years, neither Fredric H. Gould, Helaine Gould, Matthew
Gould, Jeffrey Gould, Israel Rosenzweig nor Zehavit Rosenzweig has (i) 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 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.
(f) Fredric H. Gould, Helaine Gould, Matthew Gould, Jeffrey Gould, Israel
Rosenzweig and Zehavit Rosenzweig are citizens of the United States of America.
BRT was organized under Massachusetts law, the Partnership was organized under
Delaware law, OLP was organized under Maryland law and Sass/Gould and MD Sass
were organized under New York law.
Item 3. Source and Amount of Funds or Other Consideration
o The funds used by BRT to purchase Common Shares of the Company came from BRT's
working capital.
o The funds used by the Partnership to purchase Common Shares of the Company
came from the Partnership's working capital.
o The funds used by OLP to purchase Common Shares of the Company came from OLP's
working capital.
o The funds used by Sass/Gould came from Sass/Gould's working capital.
Page 20 of 42 Pages
o The funds used by MD Sass to purchase Common Shares of the Company came from
client's funds.
o The funds used by Fredric H. Gould, Helaine Gould, Jeffrey Gould,
Matthew Gould and Israel Rosenzweig and Zehavit Rosenzweig to purchase
Common Shares of the Company came from the personal funds of each of
said individuals.
Item 4. Purpose of the Transaction
The activities of BRT with respect to the Company have been reported in Schedule
13D and the amendments thereto, previously filed. At the present time, BRT, the
Partnership, OLP, Sass/Gould, MD Sass, Fredric H. Gould, Helaine Gould, Matthew
Gould, Jeffrey Gould and Israel Rosenzweig are holding the Common Shares of the
Company as an investment. As reported in this Amendment, BRT and Sass/Gould have
disposed, in open market transactions of Common Shares of the Company. BRT, the
Partnership, OLP, Sass/Gould, MD Sass (on behalf of clients) Fredric H. Gould,
Helaine Gould, Matthew Gould, Jeffrey Gould, Israel Rosenzweig and Zehavit
Rosenzweig, subject to availability at prices deemed favorable, and their
analysis of the Company, may purchase Common Shares of the Company in the open
market. BRT, the Partnership, OLP, Sass/Gould, MD Sass (on behalf of clients),
Fredric H. Gould, Helaine Gould, Matthew Gould, Jeffrey Gould, Israel Rosenzweig
and Zehavit Rosenzweig may sell all or a portion of the Common Shares of the
Company owned by them.
Except as described in this Amendment to Schedule 13D, as of the date of this
Amendment No. 13, neither BRT, the Partnership, OLP, Sass/Gould, MD Sass,
Fredric H. Gould, Helaine Gould, Matthew Gould, Jeffrey Gould, Israel Rosenzweig
nor Zehavit Rosenzweig have any present plans or proposals that relate to or
would result in: (a) the acquisition by any person of additional Common Shares
of the Company or the disposition of any Common Shares of the Company, (b) an
extraordinary corporate transaction such as a merger, reorganization or
liquidation involving the Company or any of its subsidiaries; (c) the sale or
transfer of a material amount of the assets of the Company or any of its
subsidiaries; (d) any change in the present board of directors or management of
the Company, including any plans or proposals to change the number or term of
directors or to fill any vacancies on the board; (e) any material change in the
present capitalization or dividend policy of the Company; (f) any other material
change in a Company's business or corporate structure; (g) changes in the
Company's charter, by-laws or instruments corresponding thereto or other actions
which may impede the acquisition or control of the Company by any persons; (h)
causing a class of securities of the Company to cease to be
Page 21 of 42 Pages
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (i) a class of equity securities of the Company
becoming eligible for termination of registration pursuant to Section 12 (g) (4)
of the Securities Exchange Act of 1934; or (j) any action similar to any of
those enumerated above.
Item 5. Interest in Securities of the Issuer
BRT owns, as of this date, 1,191,900 Common Shares of the Company, constituting
approximately 6.91% of the 17,246,956 Common Shares outstanding.
In the aggregate, BRT, the Partnership, OLP, Sass/Gould, MD Sass (on behalf of
clients), Fredric H. Gould, individually and in his Spousal IRA, Helaine Gould,
Matthew Gould, Jeffrey Gould, and Israel Rosenzweig and Zehavit Rosenzweig, who
are filing as a group, own 1,254,137 Common Shares in the aggregate, or 7.27% of
the outstanding Common Shares of the Company.
Schedule A hereto sets forth the transactions in the Common Shares of the
Company by BRT during the past 60 days.
Schedule B hereto sets forth transactions in the Common Shares of the Company by
Sass/Gould during the past 60 days.
Schedule C sets forth transactions in the Common Shares of the Company by
Matthew Gould during the past 60 days.
None of the other members of the group have had any transactions in the Common
Shares of the Company during the past 60 days. All transactions reported on
Schedules A, B and C were effected in regular broker transactions over The New
York Stock Exchange.
Item 6. Contracts, Arrangements, Understandings or
Relationships with respect to Securities of the Issuer
There are no contracts, arrangements, understandings or relationships (legal or
otherwise) among any of the persons listed in Item 2 and between such persons
and any other person with respect to any securities of the Company; including
but not limited to transfer or voting of any of the securities; finder's fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss or the giving or withholding of proxies.
Page 22 of 42 Pages
Except as set forth in Schedule 13D, as amended to date, BRT, its executive
officers and trustees, the Partnership, its general partners (including officers
and directors of its Managing General Partner), OLP, its officers and directors,
Sass/Gould and its managing member and sub-advisor, MD Sass, its executive
officers and directors, Fredric H. Gould, Helaine Gould, Matthew Gould, Jeffrey
Gould, Israel Rosenzweig and Zehavit Rosenzweig (i) do not own or have the right
to acquire, directly or indirectly, any Common Shares of the Company; and (ii)
have not in the past sixty (60) days effected any transactions in Common Shares
of the Company.
Item 7. Exhibits (1) (a) Agreement to file jointly. Filed with Schedule 13D.
(b) Power of Attorney. Filed with Schedule 13D.
(2) Letter dated May 31, 2000 from BRT Realty Trust to the
Board of Trustees of the Company. Filed with Amendment No. 3 to Schedule 13D.
(3) Letter dated September 7, 2000 from BRT Realty Trust to
the President of the Company. Filed with Amendment No. 4 to Schedule 13D.
(4) Letter dated September 27, 2000 from BRT Realty Trust to
the President of the Company. Filed with Amendment No. 5 to Schedule 13D.
(5) Letter dated October 4, 2000 from the President of the
Company to BRT Realty Trust. Filed with Amendment No. 6 to Schedule 13D.
(6) Letter dated October 6, 2000 from BRT Realty Trust to the
President of the Company. Filed with Amendment No. 6 to Schedule 13D.
(7) Letter dated October 6, 2000 from the President of the
Company to BRT Realty Trust. Filed with Amendment No. 7 to Schedule 13D.
(8) Letter dated October 11, 2000 from BRT Realty Trust to UMB
Bank, N.A. Filed with Amendment No. 7 to Schedule
13D.
(9) Letter dated February 7, 2001 from BRT Realty Trust to the
President of the Company. Filed with Amendment No. 8 to Schedule 13D.
(10) Notice dated February 7, 2001 from BRT Realty Trust to
the Company with respect to 2001 Annual Meeting. Filed with Amendment No. 8 to
Schedule 13D.
Page 23 of 42 Pages
(11) Letter dated February 20, 2001 from BRT Realty Trust to
the Company with respect to 2001 Annual Meeting Filed with Amendment No. 9 to
Schedule 13D.
(12) Notice dated February 20, 2001 from BRT Realty Trust to
the Company with respect to 2001 Annual Meeting. Filed with Amendment No. 9 to
Schedule 13D.
(13) Press Release issued by BRT on April 2, 2001. Filed with
Amendment No. 10 to Schedule 13D.
(14) Press Release issued by BRT on April 10, 2001. Filed
with Amendment No. 11 to Schedule 13D.
Page 24 of 42 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this amendment to the statement is true,
complete and correct.
Dated: June 30, 2003
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this amendment to the statement is true,
complete and correct.
Dated: April 23, 2001
BRT REALTY TRUST s/Fredric H. Gould
------------------
Fredric H. Gould
By s/Jeffrey Gould
------------------
Jeffrey Gould, s/Fredric H. Gould
President ----------------------
Fredric H. Gould Spousal
IRA
GOULD INVESTORS L.P. s/Helaine Gould
By: GEORGETOWN PARTNERS, INC. By:Simeon Brinberg, Attorney in Fact
------------------------------------
MANAGING GENERAL PARTNER Helaine Gould
By: s/Simeon Brinberg s/Matthew Gould
----------------- -----------------------
Simeon Brinberg, Matthew Gould
Senior Vice President
s/Jeffrey Gould
---------------
ONE LIBERTY PROPERTIES, INC. Jeffrey Gould
By:s/Mark H. Lundy s/Israel Rosenzweig
--------------- ------------------------
Mark H. Lundy, Israel Rosenzweig,
Secretary Individually and as
Custodian
s/Zehavit Rosenzweig
MD SASS INVESTORS SERVICES, INC. By: Simeon Brinberg,Attorney in Fact
------------------------------------
Zehavit Rosenzweig
BY: s/Philip M. Sivin
-----------------
Philip M. Silvin
Vice President
SASS/GOULD REAL ESTATE
SECURITIES LLC,
BY: M.D. SASS INVESTORS
SERVICES, INC.
By: s/Philip M. Sivin
-----------------
Philip M. Sivin,
Vice President
Page 25 of 42 Pages
ATTACHMENT A
Item 2. Identity and Background of Officers and Trustees of BRT
Principal Occupation
Name Position and Address
---- -------- -----------
Fredric H. Gould Chairman of the Chairman of the Board
Board of BRT Realty Trust;
President, sole stock-
holder and sole director
of REIT Management Corp.,
advisor to BRT Realty Trust;
Chairman, sole stockholder
and sole director of
Georgetown Partners, Inc.
("Georgetown")
Managing General Partner
of Gould Investors L.P.;
Chairman of the Board
of One Liberty Properties, Inc.;
Real Estate Investor; all
located at 60 Cutter Mill Road,
Great Neck, NY 11021.
Jeffrey Gould President and President and Chief
Chief Executive Executive Officer of
Officer; Trustee BRT Realty Trust; Senior
Vice President
and director of One
Liberty Properties, Inc.;
Senior Vice President of
Georgetown Partners, Inc.;
Vice President of Majestic
Property Management Corp.;
all located at 60 Cutter
Mill Road, Great Neck, NY 11021.
Patrick J. Callan Trustee Real Estate Consultant,
Principal of the
RREEF Funds, pension fund
real estate investments
from 1984 to January, 2001.
located at 280 Park Avenue,
New York, NY 10017
Page 26 of 42 Pages
Principal Occupation
Name Position and Address
---- -------- -----------
David Herold Trustee Private Investor;
located at
16 Southdown Court,
Huntington, NY 11743
Arthur Hurand Trustee Private Investor;
located at 4184 Pier North
Blvd., Suite A,
Flint, MI 48504
Gary Hurand Trustee President of Dawn Donut
Systems, Inc., located at
4184 Pier North Blvd.,
Flint, MI 48504
Louis Grassi Trustee (Elected Managing Partner of
6/23/03) Grassi & Co., CPA,
located at 2001 Marcus
Avenue, Lake Success, NY 11042
Matthew Gould Trustee and President of
Senior Vice Georgetown Partners, Inc.;
President Senior Vice President of
One Liberty Properties Inc.;
Vice President of REIT
Management Corp.; Senior
Vice President and Trustee
of BRT Realty
Trust; Vice President of
Majestic Property Manage-
ment Corp. all located at
60 Cutter Mill Road,
Great Neck, NY 11021.
Israel Rosenzweig Senior Vice Senior Vice President
President of BRT Realty Trust; Vice
President of Georgetown
Partners, Inc.; Senior Vice
President of One Liberty
Properties, Inc.;
President of GP Partners, Inc.
all located at 60 Cutter Mill
Road, Great Neck, NY 11021.
Page 27 of 42 Pages
Principal Occupation
Name Position and Address
---- -------- -----------
Simeon Brinberg Senior Vice Senior Vice President
President and and Secretary
Secretary of BRT Realty Trust; Senior
Vice President of One
Liberty Properties, Inc.;
Senior Vice President and
Secretary of Georgetown
David W. Kalish Senior Vice Senior Vice President
President - -Finance of BRT Realty
Finance Trust; Senior Vice President
and Chief Financial Officer
of One Liberty Properties,
Inc.; Vice President and
Chief Financial Officer of
Georgetown Partners,
Inc. and REIT Management
Corp., all located at
60 Cutter Mill Road,
Great Neck, NY 11021.
George Zweier Vice President, Vice President and
Chief Financial Chief Financial Officer
Officer of BRT Realty Trust;
located at 60 Cutter Mill
Road, Great Neck, NY 11021
Mark H. Lundy Vice President Vice President of
BRT Realty Trust;
Vice President of
Georgetown Partners
Inc.; Vice President and
Secretary of One Liberty
Properties Inc.; all
located at 60 Cutter
Mill Road, Great Neck, NY 11021.
Seth D. Kobay Vice President Vice President and
Treasurer of BRT
Realty Trust;
Vice President and
Page 28 of 42 Pages
Principal Occupation
Name Position and Address
---- -------- -----------
Treasurer of One
Liberty Properties,
Inc.; Vice President
of Operations of
Georgetown Partners,
Inc.; all located at
60 Cutter Mill Road,
Great Neck, NY 11021.
Page 29 of 42 Pages
ATTACHMENT B
Item 2. Identity and Background of Officers and Directors of Managing General
Partner of Gould Investors, L.P.
Principal Occupation
Name Position and Address
---- -------- --------------------
Fredric H. Gould Chairman of the Chairman, sole
Board, sole stockholder and sole
stockholder and director of Georgetown
sole director Partners, Inc. ("Georgetown");
Chairman of the Board
of BRT Realty Trust ("BRT");
Chairman of the Board of One
Liberty Properties, Inc.;
President, sole stock - holder
and sole director of REIT Management
Corp., advisor to BRT Realty Trust;
Real Estate Investor; all located
at 60 Cutter Mill Road Great Neck,
NY 11021
Matthew Gould President President of Georgetown Partners,
Inc.; Senior Vice President and
director of One Liberty Properties,
Inc.; Vice President of REIT
Management Corp.; Senior Vice
President and trustee of
BRT Realty Trust;
Vice President of Majestic
Property Management Corp., all
Page 30 of 42 Pages
Principal Occupation
Name Position and Address
---- -------- --------------------
located at 60 Cutter
Mill Road, Great Neck
NY 11021.
Jeffrey Gould Vice President President and Chief
Executive Officer and
trustee of
BRT Realty Trust; Senior
Vice President and
Director of One
Liberty Properties, Inc.;
Senior Vice President of
Georgetown Partners, Inc.;
Vice President of Majestic
Property Management Corp.;
all located at 60 Cutter
Mill Road, Great Neck, NY 11021.
Israel Rosenzweig Vice President Senior Vice President
of BRT Realty Trust; Vice
President of Georgetown
Partners, Inc.; Senior Vice
President of One Liberty
Properties, Inc.;
President of GP Partners,
Inc.; all located at
60 Cutter Mill Road,
Great Neck, NY 11021.
Simeon Brinberg Senior Vice Senior Vice President
President and and Secretary
Secretary of BRT Realty Trust;
Senior Vice President of
One Liberty Properties,
Inc., Senior Vice
President and Secretary of
Georgetown Partners,
Inc., all located at
60 Cutter Mill Road,
Great Neck, NY 11021.
David W. Kalish Senior Vice Senior Vice President
President and and Chief Financial Officer
Chief Financial of One Liberty
Officer Properties, Inc.;
Page 31 of 42 Pages
Principal Occupation
Name Position and Address
---- -------- --------------------
Vice President and Chief
Financial Officer of
Georgetown Partners,
Inc., and REIT
Management Corp.;
Senior Vice President-
Finance of BRT Realty
Trust, all located
at 60 Cutter Mill Road,
Great Neck, NY 11021.
Mark H. Lundy Vice President Vice President of
BRT Realty Trust;
Vice President of
Georgetown Partners
Inc.; Vice President
and Secretary of One
Liberty Properties
Inc.; all located
at 60 Cutter Mill
Road, Great Neck, NY 11021.
Seth D. Kobay Vice President Vice President and
Treasurer of BRT
Realty Trust;
Vice President and
Treasurer of One
Liberty Properties,
Inc.; Vice President
of Operations of
Georgetown Partners,
Inc.; all located at
60 Cutter Mill Road,
Great Neck, NY 11021.
Karen Dunleavy Treasurer Vice President,
Financial, One
Liberty Properties,
Inc.; Treasurer,
Georgetown Partners,
Inc.; all located at
60 Cutter Mill Road,
Great Neck, NY 11021.
Page 32 of 42 Pages
ATTACHMENT C
Item 2. Identity and Background of Officers and Directors of OLP.
Principal Occupation
Name Position and Address
---- -------- ---------------------
Fredric H. Gould Chairman of the Chairman of the Board
Board of One Liberty
Properties, Inc.;
Chairman, sole
stockholder and sole
director of Georgetown
Partners, Inc.
("Georgetown"),
Managing General Partner
of Gould Investors L.P.;
Chairman of the Board of
BRT Realty Trust ("BRT");
President, sole stockholder
and sole director of REIT
Management Corp.,
advisor to BRT Realty Trust;
Real Estate Investor; all
located at 60 Cutter
Mill Road Great Neck, NY 11021
Jeffrey Fishman President and President and Chief
Chief Executive Executive Officer of
One Liberty Properties,
Inc., located at
60 Cutter Mill Road,
Great Neck, NY 11021.
Matthew Gould Senior Vice President of
President and Georgetown Partners, Inc.;
Director Senior Vice President
and director of
One Liberty Properties Inc.;
Vice President of REIT
Management Corp.;
Senior Vice President
and trustee of
BRT Realty Trust;
Vice President of
Page 33 of 42 Pages
Principal Occupation
Name Position and Address
---- -------- --------------------
Majestic Property
Management Corp.
all located at
60 Cutter Mill Road,
Great Neck, NY 11021.
Jeffrey Gould Senior Vice President and Chief
President and Executive Officer and
Director trustee of BRT Realty Trust;
Senior Vice President and
director of One Liberty
Properties, Inc.; Senior
Vice President of Georgetown
Partners, Inc.; Vice
President of Majestic Property
Management Corp.; all located
at 60 Cutter Mill Road,
Great Neck, NY 11021.
Charles Biederman Director Real Estate Developer;
Principal - Sunstone
Hotel Investors,LLC;
located at 5 Sunset Drive,
Englewood, CO 80110
Joseph Amato Director Real Estate Developer;
President and sole
shareholder of the
Kent Companies, owner,
manager and developer of
real estate; located at
615 Route 32,
Highland Hills, NY 10930
Arthur Hurand Director Private Investor;
located at 4184 Pier North
Boulevard, Flint, MI 48504
Marshall Rose Director Real Estate Developer;
Chairman of the Georgetown
Group, Inc., real estate
consultant and developer;
located at 667 Madison
Avenue, New York, NY 10021
Page 34 of 42 Pages
Principal Occupation
Name Position and Address
---- -------- --------------------
James J. Burns Director Senior Vice President
and Chief Financial
Officer of Wellsford
Real Properties, Inc.,
located at
535 Madison Avenue
New York, NY 10022
Patrick J. Callan Jr. Director Vice President of
Real Estate, KIMCO
Realty Corporation,
located at
3333 New Hyde Park Road
New Hyde Park, NY 11042
Simeon Brinberg Senior Vice Senior Vice President
President and Secretary
of BRT Realty Trust;
Senior Vice President of
One Liberty Properties,
Inc., Senior Vice President
and Secretary of
Georgetown Partners,
Inc., all located at
60 Cutter Mill Road,
Great Neck, NY 11021.
David W. Kalish Senior Vice Senior Vice President
President and and Chief Financial Officer
Chief Financial of One Liberty Properties,
Officer Inc.; Senior Vice President -
Finance of BRT Realty Trust;
Vice President and Chief
Financial Officer of
Georgetown Partners Inc., and
REIT Management Corp.; all
located at 60 Cutter Mill
Road, Great Neck, NY 11021.
Mark H. Lundy Secretary Vice President and
Secretary of One
Liberty Properties Inc.;
Vice President of
Page 35 of 42 Pages
Principal Occupation
Name Position and Address
---- -------- --------------------
BRT Realty Trust;
Vice President of
Georgetown Partners Inc.;
Inc.; all located
at 60 Cutter Mill
Road, Great Neck, NY 11021.
Seth D. Kobay Vice President Vice President and
Treasurer of One
Liberty Properties,
Inc.; Vice President and
Treasurer of BRT
Realty Trust;
Vice President
of Operations of
Georgetown Partners;
all located at
60 Cutter Mill Road
Great Neck, NY 11021
Page 36 of 42 Pages
ATTACHMENT D
Item 2. Identity of Managing Member of Sass/Gould Real Estate Securities, LLC.
Principal Occupation
Name Position and Address
---- -------- --------------------
MD Sass Investors Managing See Attachment E
Services, Inc. Member for information concerning
the officers and directors
of M.D. Sass Investors
Services, Inc., the Managing
Member of SASS/Gould Real
Estate Securities, LLC.
Page 37 of 42 Pages
ATTACHMENT E
Item 2. Identity and Background of Officers and Directors of M.D.
Sass Investors Services, Inc.
Principal Occupation
Name Position and Address
---- -------- ---------------------
Martin D. Sass Chairman and Chairman and Chief Executive
Chief Executive Officer, a director and a
Officer, principal of M.D. Sass
Director and Investors Services, Inc.
Principal and affiliated
registered advisers and other
entities which comprise the
M.D. Sass Organization,
an investment advisory group,
located at 1185 Avenue of the
Americas, New York, NY 10036.
Hugh R. Lamle President, President, a director and a
Director and principal of M.D. Sass
Principal Investors Services, Inc.
and affiliated registered
advisers and other entities
which comprise the M.D. Sass
Organization, an investment
advisory group located at
1185 Avenue of the Americas,
New York, NY 10036.
Jeffrey W. Wilkie Chief Financial Chief Financial Officer
Officer of M.D. Sass Investors
Services, Inc. and affiliated
registered advisers and
other entities
which comprise the
M.D. Sass Organization,
an investment advisory
group located at 1185
Avenue of the Americas,
New York, NY 10036.
Page 38 of 42 Pages
Principal Occupation
Name Position and Address
---- -------- --------------------
Philip M. Sivin Vice President, Vice President, General
General Counsel, Counsel, Secretary and a
Secretary and a director of M.D. Sass
Director Investors Services, Inc. and
affiliated registered
advisers and other entities
which comprise the
M.D. Sass Organization,
an investment advisory
group located at
1185 Avenue of the Americas,
New York, NY 10036.
Page 39 of 42 Pages
SCHEDULE A
The following table sets forth transactions (all sales) in the shares of Common
Stock of the Company effected by BRT Realty Trust in the past sixty (60) days.
All shares were sold in the open market.
DATE OF # OF PRICE
SALE SHARES PER SHARE
---- ------ ---------
6/11/2003 2,800 $28.20
6/11/2003 300 28.17
6/11/2002 400 28.22
6/11/2003 5,800 28.25
6/11/2003 2,800 28.28
6/11/2003 3,300 28.26
6/11/2003 700 28.32
6/11/2003 8,400 28.30
6/11/2003 100 28.31
6/11/2003 1,000 28.27
6/11/2003 2000 28.29
6/12/2003 600 28.32
6/12/2003 3,500 28.29
6/12/2003 28,400 28.30
6/12/2003 1,000 28.35
6/12/2003 1,400 28.27
6/13/2003 100 28.32
6/16/2003 2,500 28.14
6/16/2003 1,800 28.11
6/16/2003 3,600 28.10
6/16/2003 7,200 28.12
6/16/2003 400 28.18
6/16/2003 3,000 28.13
6/16/2003 2,700 28.15
6/17/2003 500 28.32
6/17/2003 3,100 28.30
6/17/2003 1,900 28.20
6/17/2003 9,800 28.10
6/20/2003 3,000 28.05
6/20/2003 4,300 28.15
6/24/2003 3,000 28.03
6/24/2003 5,000 28.05
6/24/2003 2,000 28.09
6/24/2003 7,100 28.10
6/24/2003 1,000 28.08
6/24/2003 4,000 28.07
6/24/2003 7,000 28.13
6/24/2003 700 28.11
Page 40 of 42 Pages
DATE OF # OF PRICE
SALE SHARES PER SHARE
---- ------ ---------
6/24/2003 200 28.14
6/25/2003 4,200 28.30
6/25/2003 10,000 28.27
6/25/2003 6,000 28.32
6/25/2003 5,000 28.34
6/25/2003 2,000 28.25
6/25/2003 100 28.20
Page 41 of 42 Pages
SCHEDULE B
The following table sets forth the transactions (all sales) in the shares of
Common Stock of the Company effected by Sass/Gould Real Estate Securities, LLC
in the past sixty days.
TRADE # OF PRICE
DATE SHARES PER SHARE
---- ------ ---------
6/11/2003 3,000 $28.28
6/12/2003 2,000 28.30
Page 42 of 42 Pages
SCHEDULE C
The following table sets forth transactions in the shares of Common Stock of the
Company effected by Matthew Gould in the past sixty days.
TRADE # OF PRICE
DATE SHARES PER SHARE
---- ------ ---------
5/12/2003 50 $28.05 (Sale)
5/15/2003 50 26.95 (Purchase)
June 30, 2003
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Statement on Schedule 13D/A - Entertainment Properties Trust
Gentlemen:
There is transmitted herewith Amendment No. 13 to Schedule 13D relating to
common shares of beneficial interest of Entertainment Properties Trust. The
Amendment is being sent today to the Company at its principal executive offices
by certified mail, and to The New York Stock Exchange.
Very truly yours,
BRT REALTY TRUST
By s/Simeon Brinberg
-----------------
Senior Vice President
Enclosure