BRT REALTY TRUST
60 Cutter Mill Road, Suite 303
Great Neck, NY 11021
April 23, 2001
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Statement on Schedule 13D - Entertainment Properties Trust
Gentlemen:
There is transmitted herewith Amendment No. 12 to Schedule 13D relating to
shares of common stock 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
Securities and Exchange Commission
Washington, D.C. 20549
AMENDMENT NO. 12
TO
SCHEDULE 13D
(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
----------------------------------------------------------------
(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 1 of 29 Pages
Page 2 of 29 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 - 1,355,600
NUMBER OF _____________________________________________
SHARES 8. SHARED VOTING POWER -
BENEFICIALLY ____________________________________________
OWNED BY 9. SOLE DISPOSITIVE POWER - 1,355,600
EACH _____________________________________________
REPORTING 10. SHARED DISPOSITIVE POWER -
PERSON WITH _____________________________________________
-----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 1,355,600
-----------------------------------------------------------------
12. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
-----------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.21%
-----------------------------------------------------------------
14. TYPE OF
REPORTING PERSON*
OO
Page 3 of 29 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 - 28,500 (1)
BENEFICIALLY _____________________________________________
OWNED BY 9. SOLE DISPOSITIVE POWER - 1,500
EACH _____________________________________________
REPORTING 10. SHARED DISPOSITIVE POWER - 28,500 (1)
PERSON WITH _____________________________________________
-----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 30,000 (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%
-----------------------------------------------------------------
Page 4 of 29 Pages
14. TYPE OF
REPORTING PERSON*
PN
(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 the Managing Member of the
limited liability company. Gould Investors L.P. may be deemed to have shared
voting and shared dispositive power with respect to the shares owned by
SASS/Gould Real Estate Securities LLC.
Page 5 of 29 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 29 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)
-----------------------------------------------------------------
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 - 28,500
NUMBER OF _____________________________________________
SHARES 8. SHARED VOTING POWER -
BENEFICIALLY ____________________________________________
OWNED BY 9. SOLE DISPOSITIVE POWER - 28,500
EACH _____________________________________________
REPORTING 10. SHARED DISPOSITIVE POWER -
PERSON WITH _____________________________________________
-----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 28,500
-----------------------------------------------------------------
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*
OO
(1) Successor to SASS/Gould REIT Partners.
Page 7 of 29 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 - 1,388,225 (2)
BENEFICIALLY _____________________________________________
OWNED BY 9. SOLE DISPOSITIVE POWER - 2,112 (1)
EACH ______________________________________________
REPORTING 10. SHARED DISPOSITIVE POWER - 1,388,225 (2)
PERSON WITH _____________________________________________
-----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 1,390,337
-----------------------------------------------------------------
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 9.44%
-----------------------------------------------------------------
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 8 of 29 Pages
(2) Fredric H. Gould is Chairman of the Board and Chief Executive Officer of BRT
Realty Trust, a General Partner of Gould Investors L.P. and Chairman of the
Board and Chief Executive Officer 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 the limited liability
company. Mr. Gould may be deemed to have shared voting and shared dispositive
power as to the Common Shares of the Company owned by these entities.
Page 9 of 29 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 10 of 29 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 - 1,355,600 (1)
BENEFICIALLY _____________________________________________
OWNED BY 9. SOLE DISPOSITIVE POWER - 300
EACH _____________________________________________
REPORTING 10. SHARED DISPOSITIVE POWER - 1,355,600 (1)
PERSON WITH _____________________________________________
-----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 1,355,900
-----------------------------------------------------------------
12. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
-----------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.21%
-----------------------------------------------------------------
14. TYPE OF
REPORTING PERSON*
IN
(1) Jeffrey Gould is President 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 11 of 29 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 - 350
NUMBER OF _____________________________________________
SHARES 8. SHARED VOTING POWER - 30,000 (1)
BENEFICIALLY _____________________________________________
OWNED BY 9. SOLE DISPOSITIVE POWER - 350
EACH _____________________________________________
REPORTING 10. SHARED DISPOSITIVE POWER - 30,000(1)
PERSON WITH _____________________________________________
-----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 30,350
-----------------------------------------------------------------
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 corporate general partner of
Gould Investors L.P. Accordingly, he may be deemed to have shared voting and
shared dispositive power over the shares owned by Gould Investors L.P. and the
shares owned by SASS/Gould Real Estate Securities LLC.
Page 12 of 29 Pages
Cusip No. 29380T105
l. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Israel Rosenzweig - 068-52-3463 and Zehavit Rosenzweig,
as joint tenants.
-----------------------------------------------------------------
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 13 of 29 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 14 of 29 Pages
This Amendment amends and supplements Schedule 13D filed with the Securities and
Exchange Commission on March 13, 2000, as amended to date. Except as amended by
this amendment, there has been no change in the information previously reported
on Schedule 13D.
Item 4. Purpose of Transaction
On April 23, 2001 BRT issued a press release with respect to its proxy
solicitation for the election of Fredric H. Gould to the Board of Directors of
the Company. A copy of the press release is filed as an exhibit to this Schedule
13D.
Page 15 of 29 Pages
Item 5. Interest in Securities of the Issuer
BRT owns, as of this date, 1,355,600 Common Shares of the Company, constituting
approximately 9.21% of the 14,722,762 Common Shares outstanding.
In the aggregate, BRT, the Partnership, OLP, Sass/Gould, Fredric H. Gould,
individually and in his Spousal IRA, Helaine Gould, Matthew Gould, Jeffrey Gould
and Israel Rosenzweig, who are filing as a group, own 1,397,287 Common Shares in
the aggregate, or 9.49% of the outstanding Common Shares of the Company.
Page 16 of 29 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 corporate general partner), OLP, its officers and
directors, Sass/Gould and its managing member and sub-advisor, 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. Exhibit (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.
Page 17 of 29 Pages
(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.
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.
15) Press Release issued by BRT on April 23, 2001. Filed with
Amendment No. 12 to Schedule 13D.
Page 18 of 29 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: 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
SASS/GOULD REAL ESTATE By: Simeon Brinberg,Attorney in Fact
------------------------------------
SECURITIES LLC, Zehavit Rosenzweig
BY: M.D. SASS INVESTORS
SERVICES, INC.
BY: s/Martin E. Winter
------------------
Martin E. Winter,
Senior Vice President
Page 19 of 29 Pages
BRT REALTY TRUST
60 Cutter Mill Road
Great Neck, NY 11021
(516) 466-3100 - Telephone
(516) 466-3132 - Telecopier
BRT Criticizes False and Misleading Statements of EPR
GREAT NECK, N.Y., April 23, 2001 -- BRT Realty Trust (NYSE:BRT) on Friday sent
to the Shareholders of Entertainment Properties Trust (NYSE:EPR) the following
letter which highlights the false and misleading statements of EPR. A copy of
the letter is set forth below:
(BRT) BRT REALTY TRUST
60 Cutter Mill Road, Suite 303
Great Neck, New York 11021
Tel: (516) 466-3100
Fax: (516) 466-3132
April 20, 2001
To Shareholders of Entertainment Properties Trust (EPR)
ACT NOW
WHY IS EPR AFRAID TO HAVE FRED GOULD ON THE BOARD?
WHAT ARE THEY HIDING FROM YOU?
WHY ARE THEY MISLEADING YOU?
I. Why are they afraid to have Fred Gould on the Board?
We believe that current management wants to avoid the scrutiny that
Fred Gould's oversight would bring to management's compensation and
conflicts of interest. Look further in this letter to see the problems
that we believe require Fred Gould's oversight.
EPR has not been responsive to our concerns. We believe that it is time
to shake up current management with Fred Gould's election.
II. What are they hiding from you?
Page 20 of 29 Pages
Management's bonuses to be paid in 2001 have not yet been announced. In
EPR's last two proxy statements, management disclosed the bonuses that
would be paid each such year. Last year they totaled $220,000. But this
year, management claims that these determinations are delayed waiting
for a consultant's report. Will the bonus announcements wait until
after the election? Can you have faith in management if the
compensation report conveniently happens to be delayed during a
contested election?
Election time is no time to delay important information. What will they
do next?
III. Why are they misleading you about Fred Gould?
We believe that they want to avoid the scrutiny that Fred Gould will
bring to the Board. In EPR's numerous letters to shareholders
soliciting support for their candidate, they had been unresponsive to
the issues BRT brought to the attention of our fellow shareholders. In
their letter to shareholders dated April 18, 2001, EPR has at last
responded to some of the criticisms that BRT made. Unfortunately, their
response is both tardy and more importantly, as indicated later in this
letter, either misleading or just wrong.
IV. What can you do about it?
o Vote FOR Fred Gould.
o Please sign and date the enclosed WHITE proxy card and return it in the
envelope provided.
LOOK AT THE CONFLICTS OF INTEREST
o AMC controlled EPR's initial public offering. EPR used $249 million of
the $255 million in IPO proceeds to buy properties from AMC. EPR and
AMC themselves said that this transaction was not based on arm's-length
negotiations. EPR stock never again traded at the $20 IPO price.
o Peter C. Brown, chairman of the Board of AMC, became the Chairman of EPR in
connection with EPR's public offering.
Page 21 of 29 Pages
o David M. Brian, a paid consultant of AMC, became the Chief Financial
Officer (later a Trustee and President) of EPR in connection with the
EPR's public offering.
o AMC caused Scott H. Ward to become a Trustee of EPR in connection with
EPR's public offerings. Mr. Ward is a member of the Compensation
Committee and voted in favor of ever increasing salaries and loans to
management.
o Robert J. Druten, a current Trustee of EPR, is the executive vice
president and chief financial officer of Hallmark Cards, Inc. His
colleague, Charles J. Egan, vice president of Hallmark, serves on the
Board of AMC and also is one of only two trustees of the family trusts
that elect three of AMC's directors, including Peter Brown, who is
EPR's Chairman. Mr. Druten was made a Trustee by AMC in connection with
taking EPR public.
LOOK AT THESE GIFTS TO MANAGEMENT
o EPR has made loans to its executives at below market interest rates and
less than EPR pays for its own loans in order to allow them to buy
shares of EPR.
o In January 2000, Mr. Brian owned EPR $908,145, which was required to be
repaid in three annual installments beginning that year. EPR waived the
payment requirement and rolled this into a new loan and loaned him an
additional $562,500 to buy more EPR stock. This new ten year loan has a
market interest rate of 6.24% less than EPR pays for its own loans and
does not require any interest or principal payments until maturity.
Nevertheless, Mr. Brian currently receives $144,000 a year in dividends
from EPR without paying any interest or principal.
o Each of the other two executives were granted a $281,250 loan on the
same terms to buy EPR stock. They each currently receive $35,200 a year
in dividends from EPR without paying any interest or principal.
We are concerned that the Board and the Compensation Committee will
continue to grant favorable loans and grant undeserved pay increases unless Fred
Gould represents shareholders on the Board. Unlike prior years, the Compensation
Committee claims that they have not yet determined management's salary and
bonuses to be paid this year -- during an election contest.
Page 22 of 29 Pages
COMPARE THE CANDIDATES
Fredric H. Gould
o An experienced executive with over 40 years of real estate experience.
o An independent with no ties to AMC or the EPR management.
o A representative of EPR's largest shareholder whose interests are strongly
aligned with all shareholders because of its $19 million investment.
Management's Nominee
o An executive of a candy company.
o He approved escalating salaries and favorable loans as a member of the
compensation committee and he claims not to have set bonuses to be paid
this year during an election contest.
o He approved large severance packages for management despite objecting
to golden parachutes adopted by a company he wanted to buy.
We believe that Fred Gould's qualifications and abilities to help EPR
are substantially greater than Mr. Ward's due to his real property experience,
reputation in the financial community and independence.
EPR HAS PROVIDED YOU MISLEADING AND INCORRECT INFORMATION
In EPR's numerous letters to shareholders soliciting support for their
candidate, they had been unresponsive to the issues BRT brought to the attention
of our fellow shareholders. In their letter to shareholders of April 18th, EPR
has at last responded to some of the criticisms that BRT made. Unfortunately,
their response is both tardy and more importantly, as indicated below, either
misleading or just wrong.
1. EPR Unresponsive to Shareholders. In response to our claim that EPR is
unresponsive to shareholder interests by refusing to allow substantial
shareholders to have representation on the Board, EPR claimed this is untrue
stating that two of its 25 largest shareholders are on its Board and that they
have never refused to consider the nomination of a shareholder to its Board. The
facts, however, are as follows:
Page 23 of 29 Pages
(i) We assume EPR is referring to David M. Brain, its president, and to
Scott H. Ward, a trustee. Although EPR states in their proxy statement that Mr.
Brain owns 303,765 shares or 2.06% of the outstanding shares, we believe that
based on public information, he in fact actually owns no more than 130,000
shares or less than 1%. The rest of the shares, which EPR indicated are owned,
we believe are actually options to acquire shares that are not yet exercised,
some of which are not even in the money while the rest are less than 25 cents in
the money. Further, of the shares owned by Mr. Brain, he actually bought very
few of these with his own money. Rather, EPR granted him approximately 20,000
shares at the IPO and an additional 80,000 shares were bought by Mr. Brain with
the proceeds of extremely favorable loans made to him by EPR (which loans
require no payments at all until maturity in 2010). Mr. Ward is indicated as
owning just 101,047 shares - or less than 1% - (although it should be pointed
out that the bulk of these shares are held in a family trust).
(ii) EPR also indicated that they have never refused to consider a
nomination of a shareholder to the Board. The facts, however, are that in
January of 2001 in hopes of avoiding the hassle and substantial sums EPR would
have to expend in a proxy fight, I spoke to the president of EPR and suggested
that they add me as a Board member in addition to the five Board members that
they then had. In response to that request, the president of EPR asked that I
put in writing that request (which I did) and that they would then promptly send
me a written questionnaire so that they could consider the request. When no
questionnaire was received, I called the president several times with no return
call at all until I was finally able to speak with the president on February
7th. At that time, he told me that they were getting the questionnaire together
and that I would have them within the week but again no questionnaire ever came.
I also requested a meeting with the Board to allow them to question me about my
credentials and ability to help the Company and each time I requested this
meeting, I was refused. The facts are that although EPR claims to have duly
considered my nomination to their Board, they asked no questions of me, never
formally met with me and never even asked for any references.
2. Conflict of Interest. EPR claims that our criticism that EPR "persist[s]
in allowing control of the Board by individuals with ties to the largest tenant
of the Company, AMC Entertainment, Inc.", is untrue since EPR claims "only one
of the five EPR
Page 24 of 29 Pages
Trustees has any ties to AMC". Unfortunately, this is just not true as we have
previously pointed out.
(i) Peter C. Brown, the Chairman of EPR, is also the Chairman of AMC.
Unfortunately for EPR, Mr. Brown's economic interests are clear as his
considerable salary is drawn from AMC and he owns 375,000 shares of AMC and
options for an additional 284,000 shares while only owning 7,119 shares of EPR.
(ii) David M. Brain, the current president of EPR was formerly a
paid consultant to AMC.
(iii)Robert J. Druten, a current Trustee of EPR, is the Executive
Vice President and Chief Financial Officer of Hallmark Cards, Inc. Mr. Charles
J. Egan, the former General Counsel and currently a Vice President of Hallmark
Cards, Inc., serves on the Board of AMC and is also one of only two Trustees
of the Family Trust that elects three directors of AMC.
3. EPR formed as a "Captive" of AMC. We indicated that EPR "was formed as a
captive by AMC", which they contend was untrue and that EPR "has never been in
any sense of the word a captive of AMC". Merriam Webster's Collegiate Dictionary
defines "captive", among other things, as "held under control of another but
having the appearance of independence" which we think well describes the
relationship of EPR to AMC. We believe that AMC controlled, was responsible for,
and was the primary beneficiary of, EPR's public offering. We would like to
bring to your attention that based on EPR's initial registration statement:
(i) "AMC" appears more than 850 times;
(ii) there was such a dependence of EPR on AMC that the financial
statements of AMC were included in the registration statement;
(iii)all the then properties of EPR were leased to and operated by AMC
and EPR was granted options to acquire additional properties from AMC;
(iv) the transactions between EPR and AMC were based on a "lack of
arms' length negotiations"; the companies shared a Chairman of the Board and the
original president of EPR had been a Senior Vice President of AMC and the
current president of EPR had been a consultant to AMC; and
(v) of the initial approximately $255 million in proceeds of
Page 25 of 29 Pages
EPR's public offering, over 95% of the proceeds went directly to AMC to
purchase all of EPR's initial properties.
4. Inappropriate Ground Leases. In reference to our criticism that AMC was
involved in four of the five land lease transactions, EPR indicated that this
was "misleading" as "AMC is a fee holder in only one such transaction" and that
in the other three properties "AMC is a tenant". Clearly, being a fee holder in
a land lease transaction or being a tenant in a land lease transaction would
make one "involved" and the only thing misleading is EPR's attempt at
obfuscation of this very serious financial issue. Curiously, EPR's April 18th
letter claims that EPR has 7 ground leased properties and chastises us for
claiming that AMC is involved with 4 of 5 such properties. However, we must
point out that EPR's recent 10-K indicates that there are 6 not 7 (as they
claim) such properties and that AMC is involved in 5 not 4 such properties.
Therefor, our complaint on this issue has only worsened as the problem has
deepened with another acquisition by EPR of a ground leased theatre where AMC is
the subtenant.
5. Lack of Arms-Length Dealings. EPR contends that our statement that the EPR
properties purchased from AMC were "not at a price related to value" was untrue.
The reality is that EPR management stated in its public offering documents that
the properties purchased by EPR from AMC were purchased "at a price equal to
AMCE's development and construction costs" and that the rents to be paid "were
determined by the management of AMCE and our company (EPR) and were not
negotiated on an arms' length basis"; and they did not even claim that they were
based on value, but rather cost. How could there have been arms' length
negotiations with this group: the Chairman of the Board of EPR at the time was
the Chairman of the Board of AMC, the president of EPR at the time was a Senior
Vice President of AMC and the CFO of EPR at the time was a paid consultant of
AMC.
6. Misleading Expense Comparison. EPR contends that our claim that EPR
management has "enriched itself even as stockholders suffered eroding share
prices" is untrue and quotes percentages of revenues versus administrative costs
as compared to REITs in general. Since EPR's portfolio consists almost entirely
of net leased property with no operational requirements of the landlord, these
comparisons are at best misleading. The operation of net leased properties
simply requires very little administrative expenses. It is misleading for EPR to
compare itself with REITs in general when the bulk of REITs own multi-tenanted
shopping centers, apartment buildings, office buildings and the like that
require significant landlord administrative responsibilities.
Page 26 of 29 Pages
EPR's administrative activity is really just depositing monthly rent checks -
the tenants maintain and operate the properties.
7. "Loans" to Insiders. They claim that our statement that the loans EPR made to
its executives are "at below market interest rates and favorable repayment terms
in order to allow them to buy shares" is untrue since these loans are "full
recourse loans that EPR has included as part of its compensation of management".
The facts, however, are that Mr. Brain was indebted to the Company in the
principal amount of $1,470,465 on January 1st, 2000 - made up of an $800,000
loan initially made to him in 1997 to buy 40,000 shares of the Company stock at
$20 per share and accrued interest of $108,145 and an additional $562,500 loan
made effective on January 1st, 2000 to allow him to buy an additional 40,000
shares at $14 per share. The initial loan required repayment in equal annual
installments on November 30th, 2000, 2001 and 2002. No payments of principal or
interest were ever made on the initial loan and even before the first payment
was due and payable, EPR, instead of collecting the payment, loaned Mr. Brain an
additional $562,500 and then restated the existing loan to lower the interest
rate even further to 6.24%, extend the term and waive ALL payments for an
additional 10 years! EPR further strains credibility by contending that "the
officers abide by a repayment schedule for interest and principal based on
published federal interest rate" as (i) the loans call for no payments at all
for 10 years so there is no repayment schedule to "abide" by and (ii) the
"published federal rate" referred is really the lowest interest rate permitted
by the IRS. As a consequence, Mr. Brain currently receives dividends at the rate
of $1.80 per share on 80,000 shares or a total of approximately $144,000 per
annum without currently paying a penny of interest or principal to the Company.
Note as well that the generous severance packages for the senior executives
provide that if they are let go portions of the loans are forgiven and EPR must
pick up the income tax obligations on account of such forgiveness. A like
situation prevails with Messrs. Kennon and Silvers. What bank in America do you
think would have made these loans at this interest rate (which is below the
interest that EPR is presently paying on its own debt) and on these repayment
terms?
8. Management's Limited Real Estate Experience. They claim that our criticism of
EPR Trustees as having "little relevant real estate experience" is untrue since
the management and Trustees "started and successfully managed EPR from its
inception". This would leave one to believe that the only real estate experience
they had was with this Company, which has only been in existence from 1997. We
therefore stand by our initial comment that they
Page 27 of 29 Pages
have "little relevant real estate experience". In reference to their indicating
that Scott Ward manages a company that owns substantial real property, before
this year there was never any disclosure or comment relative to that made in any
of the published materials of EPR and Mr. Ward's family candy businesses are not
public so we have no way of verifying their claims.
9. Inappropriate Short - Term Financing. EPR contends that our statement that
EPR made "a poor decision" when it "financed a substantial portion of its
acquisitions using short term floating rate debt" is untrue and that it is
"prudent corporate finance practice to use short term floating rate revolving
credit as internal bridge financing to allow access to the permanent debt market
when terms are deemed attractive." The facts, however, speak for themselves.
Interest on floating debt goes up and down and that type of debt should not be
used by companies that have fixed or modestly incremental income streams. We
never suggested that short term debt could not be used for brief intervals
pending long term financing but, rather, that the usage of a short term credit
facility for an extended term (which is what happened with EPR) often results in
short term benefits and long term detriments. Interest rates on their short term
debt ultimately rose to a high of approximately 9.5% and negatively affected net
income and cash flow. They suggest that our comment relating to the financial
community not looking favorably at theater operating companies made it more
difficult to refinance the short term debt and forced the Company to accept a
five year term rather than preferable long term debt is misleading. Clearly the
maturity of their initial credit line was not "meant to coincide with the
current adverse credit environment for the exhibition industry" but that is
exactly when the debt came due and illustrates why short term debt should not be
used to finance long term assets. Their comment that they accepted a five year
maturity rather than a ten year maturity leaves one to ponder whether they
learned their lesson at all. Who knows what the interest rates are going to be
at the end of five years?
10. How Independent is Scott Ward? They further claim that we have no agenda to
improve EPR and I think at this point it is best to compare the qualifications
of the two individuals running for the one Board seat in order to determine
which of the two you believe would more likely be helpful to the Company and its
shareholders. Management's nominee, Scott H. Ward, currently owns less than 1%
of the Company stock and claims to be an independent Trustee. We believe that he
is not completely independent from management and note his favorable vote for
the employment contracts of EPR's three top executives calling for raises of
between 39% and 70%; excessive bonuses which were allowed to be taken in
restricted
Page 28 of 29 Pages
stock at 150% of the initial bonus; substantial loans on very favorable terms to
management personnel; substantial golden parachutes; and large severance
packages granted to management. Just six months prior thereto in the context of
an attempted hostile takeover of Rocky Mountain Chocolate Factory (which by the
way makes very good candy), Whitman Candies (where Mr. Ward and his brother
serve as co-presidents) cited as one of the reasons for their withdrawal from
the hostile takeover attempt "the excessive management severance packages
granted by the Rocky Mountain Board to its senior management". Thomas S. Ward,
Scott Ward's brother and co-president of Whitman Candies with Scott Ward, cited
the golden parachutes as the "primary obstacle to completion of the offer" and
stated further "We probably could have worked around the poison pill
(shareholders rights plan), but the golden parachutes would have cost us an
additional $2 million. If we had reduced the offer price to reflect the
severance liability, we would have been shifting that money from the
shareholders to senior management. We didn't want to do that." Some six months
thereafter Scott Ward voted for substantially greater golden parachutes,
severance packages and loans on favorable terms for the management of EPR. Does
this sound like a director completely independent from management?
FRED GOULD IS THE BETTER CANDIDATE
We believe that Fred Gould's qualifications and abilities to help the
Company are substantially greater than Mr. Ward's, due to his real property
experience, reputation in the financial community and independence.
Prior to entering the real property field, Fred Gould practiced as an
accountant and attorney specializing in real property transactions. Since 1960
he has been engaged in the ownership and operation of real property, real estate
finance and the ownership of net leased properties. In addition to his direct
experiences in real property ownership and operation, he currently serves on the
Loan Committee and the Board of a federally insured and regulated thrift
institution with in excess of $500 million in assets. He previously served on
the Loan Committee and the Board of another federally insured and regulated
thrift institution and helped in increasing the value of that thrift over time.
That thrift was sold to a major banking institution at a very substantial profit
to its shareholders. He has excellent relationships with major national real
property mortgage lending institutions. As an example of the kind of benefits he
can potentially bring to EPR, as an independent member of the Board of
Page 29 of 29 Pages
another REIT, whose shares are listed on the New York Stock Exchange, he was
instrumental in introducing this REIT to one of these major lenders. Since the
time of the introduction, this REIT has completed in excess of $125 million of
long term first mortgage financing with this lending institution. We believe
that in order for EPR to expand and prosper in this current environment, it
needs to have capital and first mortgage financing availability to allow it to
purchase additional quality entertainment complexes. If given the opportunity of
joining the Board we believe Fred Gould will be able to enhance the availability
of both of those segments.
We are EPR's largest shareholder and own approximately 9.2% of EPR's
shares. As you can see, we are extremely disappointed with the management of our
Company and request your support for my election to the Board.
In order to act in the best interests of shareholders and help the
company grow and prosper we need your help in electing Fredric H. Gould to the
Board. Please sign and date the enclosed WHITE proxy card and return it in the
envelope provided. Hopefully, with your support, we will be allowed to help the
Company grow and prosper.
If anyone would like to speak to me personally, please feel free to
call me at the above number or if I am not in, please speak to Simeon Brinberg
or Mark Lundy.
Sincerely,
BRT REALTY TRUST
Fredric H. Gould
Chairman of the Board
Contact: Simeon Brinberg, Senior Vice President 516.466.3100