0001104659-14-010259.txt : 20140214 0001104659-14-010259.hdr.sgml : 20140214 20140214100716 ACCESSION NUMBER: 0001104659-14-010259 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140214 DATE AS OF CHANGE: 20140214 GROUP MEMBERS: GREENWOOD CAPITAL LIMITED PARTNERSHIP GROUP MEMBERS: MGPLA, L.P. GROUP MEMBERS: PVF-ST, LP GROUP MEMBERS: STEVEN TANNENBAUM SUBJECT COMPANY: 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-09293 FILM NUMBER: 14611817 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREENWOOD INVESTMENTS, INC. CENTRAL INDEX KEY: 0001121943 IRS NUMBER: 223147811 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 200 CLARENDON ST. STREET 2: 25TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6172364240 MAIL ADDRESS: STREET 1: 200 CLARENDON ST. STREET 2: 25TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FORMER COMPANY: FORMER CONFORMED NAME: GREENWOOD INVESTMENTS INC DATE OF NAME CHANGE: 20000815 SC 13G/A 1 a14-5427_2sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

BRT REALTY TRUST

(Name of Issuer)

Shares of Beneficial Interest, $3.00 par value

(Title of Class of Securities)

055645303

(CUSIP Number)

December 31, 2013

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSIP No. 055645303

13G

 

 

 

1.

Names of Reporting Persons
Greenwood Investments, Inc.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,012,900 shares of Beneficial Interest

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
1,012,900 shares of Beneficial Interest

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,012,900  shares of Beneficial Interest

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
7.2%

 

 

12.

Type of Reporting Person (See Instructions)
CO, IA

 

2


 

CUSIP No. 055645303

13G

 

 

 

1.

Names of Reporting Persons
Steven Tannenbaum

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,012,900 shares of Beneficial Interest

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
1,012,900 shares of Beneficial Interest

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,012,900 shares of Beneficial Interest

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
7.2%

 

 

12.

Type of Reporting Person (See Instructions)
IN, HC

 

3


 

CUSIP No. 055645303

13G

 

 

 

1.

Names of Reporting Persons
Greenwood Capital Limited Partnership

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Massachusetts

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
562,489 shares of Beneficial Interest

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
562,489 shares of Beneficial Interest

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
562,489 shares of Beneficial Interest

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
4.0%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

4


 

CUSIP No. 055645303

13G

 

 

 

1.

Names of Reporting Persons
MGPLA, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
218,670 shares of Beneficial Interest

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
218,670 shares of Beneficial Interest

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
218,670 shares of Beneficial Interest

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
1.5%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

5


 

CUSIP No. 055645303

13G

 

 

 

 

 

1.

Names of Reporting Persons
PVF-ST, LP

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
231,741 shares of Common Stock

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
231,741 shares of Common Stock

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
231,741 shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
1.6%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

6


 

Item 1.

 

(a)

Name of Issuer:
BRT Realty Trust (the “Issuer”).

 

(b)

Address of the Issuer’s Principal Executive Offices:
60 Cutter Mill Road, Great Neck, New York, 11021.

 

Item 2.

 

(a)

Name of Person Filing:
This joint statement on Schedule 13G is being filed by Steven Tannenbaum, Greenwood Investments, Inc., Greenwood Capital Limited Partnership, MGPLA, L.P. and PVF-ST, LP, who are collectively referred to as the “Reporting Persons.”  Mr. Tannenbaum is the President of Greenwood Investments, Inc. (the “General Partner”), which is the sole general partner of each of Greenwood Capital Limited Partnership (“Capital”) and MGPLA, L.P. (“MGPLA”) and the manager of PVF-ST, LP (“PVF-ST”). The Reporting Persons have entered into a Joint Filing Agreement, dated as of the date hereof, a copy of which is filed with this Schedule 13G as Exhibit 1 (which is incorporated herein by reference), pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k) under the Act.

 

(b)

Address of Principal Business Office:
The principal business office of the Reporting Persons with respect to the shares reported hereunder is 200 Clarendon Street, 25th Floor, Boston, MA 02116.

 

(c)

Citizenship:
The General Partner is a Delaware corporation.  Capital is a Massachusetts limited partnership.  Each of MGPLA and PVF-ST is a Delaware limited partnership.  Mr. Tannenbaum is a U.S. citizen.

 

(d)

Title and Class of Securities:
Shares of Beneficial Interest, $3.00 par value (“Beneficial Interest”).

 

(e)

CUSIP Number:
055645303.

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

N/A.

 

7


 

Item 4.

Ownership:

As of the date of this filing the Reporting Persons, in the aggregate, beneficially own 1,012,900 shares of Beneficial Interest of the Issuer, representing approximately 7.15% of such class of securities.  The beneficial ownership of each Reporting Person is as follows: (i) Capital beneficially owns 562,489 shares of Beneficial Interest representing approximately 3.97% of the class; (ii) MGPLA beneficially owns 218,670 shares of Beneficial Interest representing approximately 1.54% of the class; (iii) PVF-ST beneficially owns 231,741 shares of Beneficial Interest representing approximately 1.63% and (iv) the General Partner, as the sole general partner of each of Capital and MGPLA and as the manager of PVF-ST, and Mr. Tannenbaum, as the president of the General Partner, each beneficially own 1,012,900 shares of Beneficial Interest of the Issuer representing approximately 7.15% of the class.  The percentage of Beneficial Interest beneficially owned by each Reporting Person is based on a total of 14,162,887 shares of Beneficial Interest of the Issuer outstanding as of November 29, 2013 as reported in the most recent annual report of the Issuer on Form 10-K for the fiscal year ended September 30, 2013.

 

Each of Capital, MGPLA and PVF-ST has the power to vote and dispose of the shares of Beneficial Interest beneficially owned by such entity (as described above). The General Partner, as the sole general partner of each of Capital and MGPLA and as the manager of PVF-ST, has the authority to vote and dispose of all of the shares of Beneficial Interest reported in this Schedule 13G.  Mr. Tannenbaum, by virtue of his position as president of the General Partner, has the authority to vote and dispose of all of the shares of Beneficial Interest reported in this Schedule 13G.

 

Item 5.

Ownership of Five Percent or Less of a Class:

N/A.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

N/A.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

N/A.

 

Item 8.

Identification and Classification of Members of the Group:

N/A.

 

Item 9.

Notice of Dissolution of Group:

N/A.

 

8


 

Item 10.

Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

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.

 

February 7, 2014

 

 

STEVEN TANNENBAUM

 

 

 

 

/s/ Steven Tannenbaum

 

 

 

 

 

 

 

GREENWOOD INVESTMENTS, INC.

 

 

 

 

By:

/s/ Steven Tannenbaum

 

 

Steven Tannenbaum, President

 

 

 

 

GREENWOOD CAPITAL LIMITED PARTNERSHIP

 

 

 

 

By:

Greenwood Investments, Inc.,

 

 

General Partner

 

 

 

 

By:

/s/ Steven Tannenbaum

 

Steven Tannenbaum, President

 

 

 

 

 

 

 

PVF-ST, LP

 

 

 

 

By:

Greenwood Investments, Inc.,

 

 

Manager

 

 

 

 

By:

/s/ Steven Tannenbaum

 

 

Steven Tannenbaum, President

 

 

 

 

MGPLA, L.P.

 

 

 

 

By:

Greenwood Investments, Inc.,

 

 

General Partner

 

 

 

 

By:

/s/ Steven Tannenbaum

 

 

Steven Tannenbaum, President

 

9


 

Exhibit 1

 

JOINT FILING AGREEMENT

 

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree, as of February 7, 2014, that only one statement containing the information required by Schedule 13G, and each amendment thereto, need be filed with respect to the ownership by each of the undersigned of shares of Beneficial Interest of BRT Realty Trust, and such statement to which this Joint Filing Agreement is attached as Exhibit 1 is filed on behalf of each of the undersigned.

 

 

STEVEN TANNENBAUM

 

 

 

 

 

 

 

/s/ Steven Tannenbaum

 

 

 

 

GREENWOOD INVESTMENTS, INC.

 

 

 

 

By:

/s/ Steven Tannenbaum

 

 

Steven Tannenbaum, President

 

 

 

 

 

 

GREENWOOD CAPITAL LIMITED PARTNERSHIP

 

 

 

 

By:

Greenwood Investments, Inc.,

 

 

General Partner

 

 

 

 

By:

/s/ Steven Tannenbaum

 

 

Steven Tannenbaum, President

 

 

 

 

 

 

 

PVF-ST, LP

 

 

 

 

By:

Greenwood Investments, Inc.,

 

 

Manager

 

 

 

 

By:

/s/ Steven Tannenbaum

 

 

Steven Tannenbaum, President

 

 

 

 

MGPLA, L.P.

 

 

 

 

By:

Greenwood Investments, Inc.,

 

 

General Partner

 

 

 

 

By:

/s/ Steven Tannenbaum

 

 

Steven Tannenbaum, President