-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HJuC4+dUbyWmZMizhVQh+1A7Q7XS/o6mhL2mnCZI9ZiaUsHpphORCLLuQXL/yRGZ 6Mg1mX8YLynlXuoyJjk3Vg== 0000014846-00-000004.txt : 20000314 0000014846-00-000004.hdr.sgml : 20000314 ACCESSION NUMBER: 0000014846-00-000004 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000313 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENTERTAINMENT PROPERTIES TRUST CENTRAL INDEX KEY: 0001045450 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 431790877 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-52053 FILM NUMBER: 568179 BUSINESS ADDRESS: STREET 1: ONE KANSAS CITY PLACE STREET 2: 1200 MAIN STREET SUITE 3250 CITY: KANSAS CITY STATE: MO ZIP: 64105 BUSINESS PHONE: 8164721700 MAIL ADDRESS: STREET 1: ONE KANSAS CITY PLACE STREET 2: 1200 MAIN STREET SUITE 3250 CITY: KANSAS CITY STATE: MO ZIP: 64105 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRT REALTY TRUST CENTRAL INDEX KEY: 0000014846 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 132755856 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 60 CUTTER MILL RD STREET 2: SUITE 303 CITY: GREAT NECK STATE: NY ZIP: 11021-3190 BUSINESS PHONE: 5164663100 FORMER COMPANY: FORMER CONFORMED NAME: BERG ENTERPRISES REALTY GROUP DATE OF NAME CHANGE: 19750724 SC 13D 1 Securities and Exchange Commission Washington, D.C. 20549 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) 293805105 - ---------------------------------------------------------------- Simeon Brinberg (CUSIP Number) 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) March 3, 2000 - ---------------------------------------------------------------- (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 39 Pages Page 2 of 39 Pages Cusip No. 293805105 - ----------------------------------------------------------------- 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 - 939,600 NUMBER OF --------------------------------------------- SHARES 8. SHARED VOTING POWER - BENEFICIALLY --------------------------------------------- OWNED BY 9. SOLE DISPOSITIVE POWER - 939,600 EACH --------------------------------------------- REPORTING 10. SHARED DISPOSITIVE POWER - PERSON WITH --------------------------------------------- - ----------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 939,600 - ----------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - ----------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.27% - ----------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* OO Page 3 of 39 Pages Cusip No. 293805105 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 39 Pages 14. TYPE OF REPORTING PERSON* PN (1) Gould Investors L.P. is a general partner in SASS/Gould REIT Partners and has shared voting and shared dispositive power with respect to the shares owned by SASS/Gould REIT Partners. Page 5 of 39 Pages Cusip No. 293805105 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 39 Pages Cusip No. 293805105 l. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SASS/GOULD REIT PARTNERS - 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 - 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* PN Page 7 of 39 Pages Cusip No. 293805105 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 ###-##-#### - ----------------------------------------------------------------- 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 - 972,225 (2) BENEFICIALLY --------------------------------------------- OWNED BY 9. SOLE DISPOSITIVE POWER - 2,112 (1) EACH --------------------------------------------- REPORTING 10. SHARED DISPOSITIVE POWER - 972,225 (2) PERSON WITH --------------------------------------------- - ----------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 974,337 - ----------------------------------------------------------------- 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 6.50% - ----------------------------------------------------------------- 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 39 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 general partner of SASS/Gould REIT Partners. Mr. Gould has shared voting and shared dispositive power as to the Common Shares of the Company owned by these entities. Page 9 of 39 Pages Cusip No. 293805105 l. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Helaine Gould - ###-##-#### - ----------------------------------------------------------------- 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 39 Pages Cusip No. 293805105 l. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jeffrey Gould - ###-##-#### - ----------------------------------------------------------------- 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 - 939,600 (1) BENEFICIALLY --------------------------------------------- OWNED BY 9. SOLE DISPOSITIVE POWER - 300 EACH --------------------------------------------- REPORTING 10. SHARED DISPOSITIVE POWER - 939,600 (1) PERSON WITH --------------------------------------------- - ----------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 939,900 - ----------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - ----------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.27% _____________________________________________________________ 14. TYPE OF REPORTING PERSON* IN (1) Jeffrey Gould is President of BRT Realty Trust. Accordingly, he has shared voting and shared dispositive power over the shares owned by BRT Realty Trust. Page 11 of 39 Pages Cusip No. 293805105 l. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Matthew Gould - ###-##-#### - ----------------------------------------------------------------- 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 REIT Partners. Page 12 of 39 Pages Cusip No. 293805105 l. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Israel Rosenzweig - ###-##-#### 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 39 Pages Cusip No. 293805105 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 - - ###-##-####. - ----------------------------------------------------------------- 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 39 Pages Item 1. Security and Issuer. This statement relates to Common Shares of Beneficial Interest, $.01 par value per share ("Common Shares") of Entertainment Properties Trust, a real estate investment trust organized under the laws of the State of Maryland (the "Company"). The address of the principal executive offices of the Company is One Kansas City Place, 1200 Main Street, Suite 3250, Kansas City, Missouri 64105. 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 REIT Partners, a general partnership organized under the laws of the State of New York ("Sass/Gould") 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. (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 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 110301. The residence address of Zehavit Rosenzweig is 33 Split Rock Road, Kings Point, NY 11024. Page 15 of 39 Pages (c) BRT is a real estate investment trust. Its primary business is originating and holding for investment for its own account, senior real estate mortgage loans secured by income producing real property and, to a lesser extent, junior real estate mortgage loans secured by income producing real property and senior mortgage loans secured by undeveloped 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. 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 which are incorporated herein by reference. 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, which is incorporated herein by reference. Item 2 information with respect to the individual general partner of the Partnership and the executive officers of its managing corporate general partner (Georgetown Partners, Inc.) is set forth on Attachment B, which is incorporated herein by reference. Item 2 information with respect to the executive officers and directors of OLP is set forth on Attachment C, which is incorporated herein by reference. Item 2 information with respect to the general partners of Sass/Gould is set forth on Attachment D, which is incorporated herein by reference. Page 16 of 39 Pages (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 misdemenors) 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 corporate 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 of the 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 any of the partners 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 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 Gould, Helaine Gould, Matthew Gould, Jeffrey Gould, Israel Rosenzweig nor Page 17 of 39 Pages 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 was organized under New York law. Item 3. Source and Amount of Funds or Other Consideration o As of the date hereof BRT has purchased a total of 939,600 Common Shares of the Company at an aggregate cost of $12,602,829. The funds used to make these purchases came from BRT's working capital. In May, 1999, BRT entered into a $45,000,000 Revolving Credit Agreement with TransAmerica Business Credit Corp. ("TransAmerica") which permits borrowings on a revolving basis. Any borrowings under the Revolving Credit Agreement must be secured by mortgage receivables or real property. No funds were drawn down under this Credit Agreement to purchase Common Shares of the Company. At the date hereof, $122,000 is outstanding under this Credit Agreement. o As of the date hereof the Partnership has purchased a total of 1,500 Common Shares of the Company at an aggregate cost of $26,040. The funds used to make these purchases came from the Partnership's working capital. The Partnership has a current availability of approximately $17,000,000 under a margin account maintained by the Partnership with Saloman Smith Barney. No funds were drawn down under this margin account to purchase Common Shares of the Company. o OLP has purchased a total of 2,625 Common Shares of the Company at an aggregate cost of $41,423. The funds used to make these purchases came from OLP's working capital. o Sass/Gould has purchased a total of 28,500 Common Shares of the Company at an aggregate cost of $428,070. The funds used to make these purchases came from Sass/Gould's working capital. o Fredric H. Gould and Fredric H. Gould Spousal IRA purchased Page 18 of 39 Pages 1,850 Common Shares and 262 Common Shares of the Company, respectively, at an aggregate cost of $38,417. The funds used to make these purchases came from Mr. Gould's personal funds. o Helaine Gould, Jeffrey Gould and Matthew Gould purchased 1,000 Common Shares, 300 Common Shares and 350 Common Shares of the Company, respectively, at a cost of $18,200, $5,400 and $5,500, respectively. The funds used to purchase these Common Shares came from the personal funds of each of said inviduals. o Israel Rosenzweig purchased 5,300 Common Shares of the Company (1,000 shares in a joint tenancy account with his wife, Zehavit Rosenzweig, 4,100 shares for his Keogh Account and 200 shares as custodian for his son) at a total cost of $88,960. The funds used to make these purchases came from Mr. Rosenzweig's personal funds. Item 4. Purpose of the Transaction BRT, the Partnership, OLP, Sass/Gould, Fredric H. Gould, Helaine Gould, Matthew Gould, Jeffrey Gould and Israel Rosenzweig acquired the Common Shares of the Company as an investment. BRT and Sass/Gould, subject to availability at prices deemed favorable and subject to its continuing evaluation of the Company, may purchase additional Common Shares of the Company in the open market or in privately negotiated transactions. The Partnership, OLP, Fredric H. Gould, Helaine Gould, Matthew Gould, Jeffrey Gould, Israel Rosenzweig and Zehavit Rosenzweig do not presently intend to purchase additional Common Shares of the Company. BRT, the Partnership, OLP, Sass/Gould, Fredric H. Gould, Helaine Gould, Matthew Gould, Jeffrey Gould, Israel Rosenzweig and Zehavit Rosenzweig may in the future determine to sell all or a portion of the Common Shares owned by them. Except as described in this statement, neither BRT, the Partnership, OLP, Sass/Gould, 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 Page 19 of 39 Pages 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 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 (a) BRT owns, as of this date,939,600 Common Shares of the Company, constituting approximately 6.27% of the 14,986,851 Common Shares outstanding. The Partnership owns, as of this date, 1,500 Common Shares of the Company, constituting less than 1% of the Common Shares outstanding. OLP owns, as of this date, 2,625 Common Shares of the Company, constituting less than 1% of the Common Shares outstanding. Sass/Gould owns, as of this date, 28,500 Common Shares of the Company, constituting less than 1% of the Common Shares of Common Stock outstanding. Fredric H. Gould, individually and in his Spousal IRA, owns as of this date, 2,112 Common Shares, Helaine Gould (Fredric Gould's wife) owns, as of this date, 1,000 Common Shares, Matthew Gould (Fredric H. and Helaine Gould's son) owns, as of this date, 350 Common Shares, Jeffrey Gould (Fredric H. and Helaine Gould's son) owns, as of this date, 300 Common Shares, and Israel Rosenzweig, jointly with his wife, in a Keogh Account established by him and as custodian for his son, owns, as of this date, 5,300 Common Shares of the Company. 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 981,287 Common Shares in the aggregate, or 6.55% of the oustanding Common Shares of the Company. (b) BRT has sole voting and dispositive power with respect to the Common Shares it owns. Fredric H. Gould as Chairman of the Board and Chief Executive Officer of BRT and Jeffrey Gould as Page 20 of 39 Pages President and Chief Operating Officer of BRT each have shared voting and dispositive power with respect to the Common Shares owned by BRT. The Partnership has sole voting and dispositive power with respect to the Common Shares it owns. Fredric H. Gould, as a general partner of the Partnership and as Chairman of the Board and sole shareholder of the managing corporate general partner of the Partnership, and Matthew Gould, as President of the managing corporate general partner of the Partnership, have shared voting and dispositive power with respect to the Common Shares owned by the Partnership and the Common Shares owned by Sass/Gould. OLP has sole voting and dispositive power with respect to the Common Shares it owns. Fredric H. Gould, as Chairman of the Board and Chief Executive Officer of OLP, has shared voting and dispositive power with respect to the Common Shares owned by OLP. Sass/Gould has sole voting and dispositive power with respect to the Common Shares it owns. The Partnership, as a general partner of Sass/Gould, and Fredric H. Gould by virtue of his position as a general partner of the Partnership, and Fredric H. Gould and Matthew Gould, by virtue of their positions with the managing corporate general partner of the Partnership have shared voting and dispositive power with respect to the Common Shares owned by Sass/Gould. Fredric H. Gould has sole voting and dispositive power with respect to the Common Shares he owns. Helaine Gould has sole voting and dispositive power with respect to the Common Shares she owns. Matthew Gould has sole voting and dispositive power with respect to the Common Shares he owns. Jeffrey Gould has sole voting and dispositive power with respect to the Common Shares he owns. Israel Rosenzweig and Zehavit Rosenzweig have shared voting and dispositive power with respect to the Common Shares owned by them jointly, Israel Rosenzweig has sole voting and dispositive power with respect to the Common Shares in his Keogh Account and the Common Shares owned by him as custodian for his son, Alon Rosenzweig. Mr. Rosenzweig disclaims any beneficial interest in the shares which he holds as custodian for his son. Page 21 of 39 Pages (c) The following table sets forth transactions in the Common Shares of the Company effected by BRT sixty (60) days prior to the event requiring the filing of this statement. All shares were purchased in open market purchases over the facilities of The New York Stock Exchange. DATE OF # OF PRICE PURCHASE SHARES PER SHARE -------- ------ --------- 01/03/2000 1,600 $13.1250 01/03/2000 2,000 13.1875 01/04/2000 7,000 13.1250 01/05/2000 1,000 13.0000 01/05/2000 1,400 13.0625 01/05/2000 10,000 13.5000 01/06/2000 6,000 13.8750 01/07/2000 3,100 14.1875 01/07/2000 1,000 14.3750 01/10/2000 2,000 13.8125 01/10/2000 1,000 14.0000 01/10/2000 1,000 14.1250 01/10/2000 2,000 14.1875 01/10/2000 1,500 14.2500 01/10/2000 2,000 14.3750 01/10/2000 1,200 14.5000 01/10/2000 4,500 14.5625 01/10/2000 2,000 14.6250 01/11/2000 500 14.1875 01/11/2000 2,500 14.2500 01/11/2000 500 14.3125 01/11/2000 5,500 14.3750 01/11/2000 2,000 14.4375 01/12/2000 6,500 14.1875 01/12/2000 4,000 14.2500 01/12/2000 6,600 14.3125 01/12/2000 4,000 14.3750 01/12/2000 3,800 14.4375 01/12/2000 10,500 14.5000 01/13/2000 2,000 13.9375 01/13/2000 9,700 14.0000 01/18/2000 2,000 13.3750 01/18/2000 3,000 13.4375 01/18/2000 10,600 13.5000 01/19/2000 3,000 13.5625 01/20/2000 400 13.5625 01/20/2000 6,000 13.6250 01/21/2000 2,000 13.7500 01/21/2000 4,000 13.9375 01/21/2000 28,100 14.0000 Page 22 of 39 Pages DATE OF # OF PRICE PURCHASE SHARES PER SHARE -------- ------ --------- 01/24/2000 4,000 13.6250 01/25/2000 1,200 13.5000 01/25/2000 1,000 13.5625 01/25/2000 1,000 13.6875 01/25/2000 1,500 13.7500 01/25/2000 1,000 13.8750 01/26/2000 2,000 13.8125 01/26/2000 5,000 13.9375 01/27/2000 1,000 13.8125 01/28/2000 1,000 13.6875 01/28/2000 2,100 13.7500 01/28/2000 1,800 13.8125 01/31/2000 10,500 13.8125 02/01/2000 200 13.9375 02/02/2000 2,500 14.0000 02/03/2000 6,000 14.0000 02/04/2000 5,400 13.9375 02/04/2000 1,500 14.0000 02/07/2000 2,600 13.7500 02/07/2000 9,700 13.8125 02/08/2000 3,500 14.0000 02/09/2000 11,000 14.0000 02/10/2000 2,000 13.6875 02/10/2000 9,000 13.7500 02/11/2000 500 13.5000 02/11/2000 2,500 13.5625 02/11/2000 2,500 13.6250 02/14/2000 2,000 13.0625 02/14/2000 1,000 13.1875 02/14/2000 13,000 13.2500 02/14/2000 1,000 13.4375 02/14/2000 1,000 13,5000 02/15/2000 2,100 13.4375 02/15/2000 2,500 13.5000 02/15/2000 2,000 13.6875 02/15/2000 4,200 13.7500 02/15/2000 1,200 13.9375 02/15/2000 5,000 14.0625 02/16/2000 6,100 13.8125 02/16/2000 12,100 13.8750 02/16/2000 3,000 13.9375 02/17/2000 2,400 13.6875 02/17/2000 3,000 13.7500 02/17/2000 7,500 13.8125 02/17/2000 500 13.8750 02/17/2000 500 13.9375 Page 23 of 39 Pages DATE OF # OF PRICE PURCHASE SHARES PER SHARE -------- ------ --------- 02/23/2000 4,000 13.1875 02/23/2000 5,000 13.2500 02/23/2000 11,900 13.3125 02/23/2000 2,000 13.4375 02/23/2000 3,600 13.5000 02/23/2000 5,100 13.6875 02/24/2000 8,000 13.7500 02/24/2000 200 13.8750 02/24/2000 16,300 14.0000 02/25/2000 8,700 13.8750 02/25/2000 19,300 14.0000 02/28/2000 14,600 14.0000 03/03/2000 50,000 13.0000 03/06/2000 300 12.7500 03/06/2000 3,000 12.8125 03/06/2000 8,000 12.9375 03/06/2000 10,500 13.0000 03/07/2000 10,200 12.6250 03/07/2000 1,500 12.6875 03/07/2000 3,000 12.3125 03/07/2000 2,000 12.4375 03/07/2000 9,000 12.5000 03/07/2000 1,000 12.3750 03/07/2000 900 12.0625 03/08/2000 5,000 12.8750 03/08/2000 1,000 12.6875 03/08/2000 1,000 12.7500 03/08/2000 1,000 12.6250 03/09/2000 300 13.0625 03/09/2000 2,700 13.0000 03/09/2000 1,900 12.6875 03/09/2000 48,000 12.7500 03/10/2000 17,000 12.5000 03/10/2000 11,300 12.6875 03/10/2000 4,100 12.6250 03/10/2000 500 12.4375 03/10/2000 60,000 12.7500 The following table sets for the transactions in the Common Shares of the Company effected by Gould/Sass sixty (60) days prior to the event requiring the filing of this statement. All shares were purchased in open market purchases over the facilities of The New York Stock Exchange. DATE OF # OF PRICE PURCHASE SHARES PER SHARE -------- ------ --------- 01/06/2000 1,000 13.8125 01/13/2000 1,000 13.8125 Page 24 of 39 Pages None of the other members of the group have purchased any Common Shares of the Company within sixty (60) days prior to the event requiring the filing of this statement. Except as set forth herein, 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 partners, 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. (d) Not applicable (e) Not applicable 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. Item 7. Exhibit - (a) Agreement to file jointly. (b) Power of Attorney. Page 25 of 39 Pages Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: March 10, 2000 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. By: GEORGETOWN PARTNERS, INC. s/Helaine Gould ------------------- 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/Jeffrey Fishman s/Israel Rosenzweig - --------------------- ------------------- Jeffrey Fishman, Israel Rosenzweig, President Individually and as Custodian SASS/GOULD REIT PARTNERS s/Zehavit Rosenzweig -------------------- BY GOULD INVESTORS L.P., Zehavit Rosenzweig GENERAL PARTNER BY: GEORGETOWN PARTNERS, INC. BY: s/Simeon Brinberg - --------------------- Simeon Brinberg, Senior Vice President Page 26 of 39 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 General Partner of Board and Chief Gould Investors L.P.; Executive Officer Chairman, sole Stockholder and sole Director of Georgetown Partners, Inc. ("Georgetown"); Chairman of the Board and Chief Executive Officer of One Liberty Properties, Inc.; Chairman of the Board and Chief Executive Officer of BRT Realty Trust; 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 Gould President and President and Chief Chief Operating Operating Officer of Officer; Trustee BRT Realty Trust; Senior Vice President 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 Principal of the RREEF Funds, pension fund real Page 27 of 39 Pages Principal Occupation Name Position and Address - ---- -------- ----------- estate investments; located at 380 Madison Avenue, New York, NY 10022 David Herold Trustee Consultant; 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., Suite A, Flint, MI 48504 Herbert C. Lust II Trustee Private Investor; located at 54 Porchuck Road, Greenwich, CT 06830 Marshall Rose Trustee Real Estate Consultant; President of Georgetown Equities, Inc., located at 667 Madison Avenue, New York, NY 10021 Matthew J. Gould Senior Vice President of President Georgetown Partners, Inc.; Senior Vice President of One Liberty Properties Inc.; Vice President of REIT Management Corp.; Vice President 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 Vice President President of BRT Funding Corp., a wholly-owned subsidiary of BRT Realty Trust and Vice President Page 28 of 39 Pages Principal Occupation Name Position and Address - ---- -------- ----------- of BRT Realty Trust; Vice President of Georgetown Partners, Inc.; Senior Vice President of One Liberty Properties, 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; 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 - -Finance of BRT Realty Finance Trust; Vice President and Chief Financial Officer of One Liberty Properties, Inc., 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. Eugene J. Keely Vice President Vice President of BRT Realty Trust; located at 60 Cutter Mill Road, Great Neck, NY 11021 Page 29 of 39 Pages Principal Occupation Name Position and Address - ---- -------- ----------- Mark H. Lundy Vice President Vice President of BRT Realty Trust; Vice President of Georgetown Partners Inc.; 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. Page 30 of 39 Pages ATTACHMENT B Item 2. Identity and Background of General Partners of Gould Investors, L.P. Principal Occupation Name Position and Address - ---- -------- ----------- Fredric H. Gould General Partner General Partner of Gould Investors L.P.; Chairman, sole stockholder and sole director of Georgetown Partners, Inc. ("Georgetown"); Chairman of the Board and Chief Executive Officer of BRT Realty Trust ("BRT"); Chairman of the Board and Chief Executive Officer of One Libety 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 Georgetown Partners, Inc. General 60 Cutter Mill Road Partner Great Neck, NY 11021 Page 31 of 39 Pages Officers of Georgetown Partners, Inc. - Managing General Partner of Gould Investors L.P. Principal Occupation Name Position and Address - ---- -------- ----------- Fredric H. Gould Chairman See Above of the Board, Sole Director Matthew J. Gould President President of Georgetown Partners, Inc.; Senior Vice President of One Liberty Properties Inc.; Vice President of REIT Management Corp.; Vice President of BRT Realty Trust;Vice President of Majestic Property Manage- ment Corp. all located at 60 Cutter Mill Road, Great Neck, NY 11021. Jeffrey Gould Vice President President and Chief Operating Officer of BRT Realty Trust; Senior Vice President 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 President of BRT Funding Corp., a wholly-owned subsidiary of BRT Realty Trust and Vice President of BRT Realty Trust; Vice President of Georgetown Partners, Inc.; Senior Vice President of One Liberty Properties, Inc.; all located at 60 Cutter Mill Road, Great Neck, NY 11021. Page 32 of 39 Pages Principal Occupation Name Position and Address - ---- -------- ----------- Simeon Brinberg Senior Vice Senior Vice President and Secretary President and of BRT Realty Trust; Vice President Secretary 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 Vice President Senior Vice President and Chief -Finance of BRT Realty Financial Officer Trust; Vice President and Chief Financial Officer of One Liberty Properties, Inc., Georgetown Partners, Inc., and REIT Management Corp., 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.; 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, Page 33 of 39 Pages Principal Occupation Name Position and Address - ---- -------- ----------- 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 34 of 39 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 General Partner of Board and Chief Gould Investors L.P.; Executive Officer Chairman, sole stockholder and sole director of Georgetown Partners, Inc. ("Georgetown"); Chairman of the Board and Chief Executive Officer of BRT Realty Trust ("BRT");Chairman of the Board and Chief Executive Officer of One Libety 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 Jeffrey Fishman President and President and Chief Chief Operating Operating Officer of Officer One Liberty Properties, Inc., located at 60 Cutter Mill Road, Great Neck, NY 11021. Matthew J. Gould Senior Vice President of President and Georgetown Partners, Inc.; Director Senior Vice President of One Liberty Properties Inc.; Vice President of REIT Management Corp.; Vice President of BRT Realty Page 35 of 39 Pages Principal Occupation Name Position and Address - ---- -------- ----------- Trust; Vice President of Majestic Property Manage- ment Corp. all located at 60 Cutter Mill Road, Great Neck, NY 11021. Jeffrey Gould Senior Vice President and Chief President and Operating Officer of Director BRT Realty Trust; Senior Vice President 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; Vice Chairman of Sunstone Hotel Investors, Inc.; located at 5 Sunset Drive, Englewood, CO 80110 Joseph Amato Director Real Estate Developer; Managing Partner of the Kent Companies; 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; President of Georgetown Equities, Inc., located at 667 Madison Avenue New York, NY 10021 Simeon Brinberg Vice President Senior Vice President and Secretary of BRT Realty Trust; Page 36 of 39 Pages Principal Occupation Name Position and Address - ---- -------- ----------- 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 Vice President Senior Vice President and Chief -Finance of BRT Realty Financial Officer Trust; Vice President and Chief Financial Officer of One Liberty Properties, Inc., Georgetown Inc., and REIT Management Corp., all located at 60 Cutter Mill Road, Great Neck, NY 11021. Mark H. Lundy Secretary Vice President of BRT Realty Trust; Vice President of Georgetown Partners Inc.; 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 and Treasurer Treasurer of BRT Realty Trust; Vice President and Treasurer of One Liberty Properties, Inc.; Vice President of Operations of Georgetown Partners; all located at 60 Cutter Mill Road Great Neck, NY 11021 Page 37 of 39 Pages ATTACHMENT D Item 2. Identity and Background of Partners of Sass/Gould Reit Partners. Principal Occupation Name Position and Address - ---- -------- ----------- Gould Investors L.P. Partner See Attachment B for Information concerning the general partners of Gould Investors L.P. and the officers and directors of the managing corporate general partner of Gould Investors L.P. M.D. Sass Partner Executive Officer and Principal of the M.D. Sass Organization, an investment advisory group consisting of a number of registered investment advisers and other entities, located at 1185 Avenue of the Americas, New York, NY 10036. Hugh R. Lamle Partner Executive Officer and Keogh Plan Principal of the M.D. Sass Organization, an investment advisory group consisting of a number of registered investment advisers and other entities, located at 1185 Avenue of the Americas, New York, NY 10036. Page 38 of 39 Pages EXHIBIT The undersigned agree to file a single statement on Schedule 13D pursuant to Rule 13d-1(k)(l) of the Securities Exchange Act of 1934. Dated: March 10, 2000 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. By: GEORGETOWN PARTNERS, INC. s/Helaine Gould ------------------- 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/Jeffrey Fishman s/Israel Rosenzweig - --------------------- ------------------- Jeffrey Fishman, Israel Rosenzweig, President Individually and as Custodian s/Zehavit Rosenzweig by SASS/GOULD REIT PARTNERS Simeon Brinberg Attorney in Fact BY GOULD INVESTORS L.P., -------------------------------- GENERAL PARTNER Zehavit Rosenzweig BY: GEORGETOWN PARTNERS, INC. BY: s/Simeon Brinberg - --------------------- Simeon Brinberg, Senior Vice President Page 39 of 39 Pages POWER OF ATTORNEY Know All Men By These Presents, that each person whose signature appears below hereby appoints Simeon Brinberg and David W. Kalish, or either of them, his or her true and lawful attorney - in - fact and agent with full power of substitution and resubstitution for him in his name, place and stead in any and all capacities, to sign and file a Schedule 13D under the Securities Exchange Act of 1934, as amended relating to Entertainment Properties Trust and any all amendments to said Schedule 13D, and all exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person hereby ratifying and confirming all that each said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. SIGNATURE DATE s/Fredric H. Gould March 10, 2000 ------------------ Fredric H. Gould s/Fredric H. Gould March 10, 2000 ------------------ Fredric H. Gould Spousal IRA s/Helaine Gould March 10, 2000 --------------- Helaine Gould s/Jeffrey Gould March 10, 2000 --------------- Jeffrey Gould s/Matthew Gould March 10, 2000 --------------- Matthew Gould s/Israel Rosenzweig March 10, 2000 ------------------- Israel Rosenzweig s/Zehavit Rosenzweig March 10, 2000 -------------------- Zehavit Rosenzweig s/Israel Rosenzweig March 10, 2000 ------------------- Israel Rosenzweig, as Custodian -----END PRIVACY-ENHANCED MESSAGE-----