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)
Atlantic Liberty Financial Corp.
--------------------------------
(Name of Issuer)
Common Stock, $0.10 par value per share
---------------------------------------
(Title of Class of Securities)
048668107
---------
(CUSIP Number)
Simeon Brinberg, 60 Cutter Mill Road, Great Neck, New York 11021 516-466-3100
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
March 26, 2003
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(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 / /.
Page 1 of 19 Pages
Page 2 of 19 Pages
Cusip No. 048668107
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l. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BRT Realty Trust- 13-2755856
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2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)X
(b)
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
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7. SOLE VOTING POWER - 133,950
NUMBER OF ---------------------------------
SHARES 8. SHARED VOTING POWER - -
BENEFICIALLY ---------------------------------
OWNED BY 9. SOLE DISPOSITIVE POWER -133,950
EACH ------------------------------------
REPORTING 10. SHARED DISPOSITIVE POWER - -
PERSON WITH ------------------------------------
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 133,950
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12. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.83%
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14. TYPE OF REPORTING PERSON*
OO
Page 3 of 19 Pages
Cusip No. 048668107
l. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SASS/GOULD FINANCIAL
SECURITIES, LLC - 13-4118586
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2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)X
(b)
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3. SEC USE ONLY
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4. SOURCE OF FUNDS* WC
-----------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER - 25,850
NUMBER OF ---------------------------------------------
SHARES 8. SHARED VOTING POWER - -
BENEFICIALLY ---------------------------------------------
OWNED BY 9. SOLE DISPOSITIVE POWER - 25,850
EACH ---------------------------------------------
REPORTING 10. SHARED DISPOSITIVE POWER -
PERSON WITH ---------------------------------------------
-----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 25,850
-------------------------------------------------------------------------
12. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
---------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.51%
-----------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
OO
Page 4 of 19 Pages
Item 1. Security and Issuer.
This statement relates to Common Stock, par value $0.10 per share ("Common
Stock") of Atlantic Liberty Financial Corp., a corporation organized under the
laws of the State of Delaware (the "Company"). The address of the principal
executive offices of the Company is 186 Montague Street, Brooklyn, New York
11201.
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 Sass/Gould Financial Securities, LLC, a limited liability company
organized under the laws of the State of Delaware "Sass/Gould").
(b) The address of the principal business and principal office of BRT 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, New York 10036-2699.
(c) BRT is a real estate investment trust. Its principal business is originating
and holding for investment for its own account, senior and junior real estate
mortgage loans secured by income producing real property. It also, from time to
time, invests in the securities of publicly traded entities.
Sass/Gould is a limited liability company whose business activity is to make
investments in the securities of publicly traded bank holding companies, banks,
savings and loan holding companies, thrifts and other financial institutions.
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 managing members of Sass/Gould is set
forth on Attachment B, which is incorporated herein by reference.
Page 5 of 19 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 misdemeanors) or (ii) has been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State securities laws or finding any
violation with respect to such laws.
During the last five years, neither Sass/Gould nor the managing member or
executive officers or directors of the managing member of Sass/Gould or the
sub-advisor to Sass/Gould or the sub-advisor's executive officers or directors
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 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.
Item 3. Source and Amount of Funds or Other Consideration
o As of the date hereof BRT has purchased a total of 133,950 shares of Common
Stock of the Company at an aggregate cost of $2,034,049. The funds used to
make these purchases came from BRT's working capital. BRT maintains a
$15,000,000 revolving credit facility with North Fork Bank ("Bank") 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
Stock of the Company. At the date hereof, $ zero is outstanding under this
credit facility. BRT also maintains a margin account with Prudential
Securities Incorporated. No funds were drawn down under the margin account
to purchase Common Stock of the Company. At the date hereof, $ zero is
outstanding under the margin account.
o Sass/Gould has purchased a total of 25,850 shares of Common Stock of the
Company at an aggregate cost of $387,806. The funds used to make these
purchases came from Sass/Gould's working capital.
Item 4. Purpose of the Transaction
BRT and Sass/Gould acquired the shares of Common Stock of the Company as an
investment. BRT and Sass/Gould, subject to availability at prices deemed
favorable, subject to their continuing evaluation of the Company, and subject to
compliance with rules and regulations applicable to thrift institutions and
savings and loan holding companies, may purchase additional shares of Common
Stock of the Company in the open market or in privately negotiated transactions.
BRT and/or SASS/Gould in the future may determine to sell all or a portion of
the shares of Common Stock owned by them.
Page 6 of 19 Pages
Except as described in this statement, neither BRT nor Sass/Gould, has any
present plans or proposals that relate to or would result in: (a) the
acquisition by any person of additional shares of Common Stock of the Company or
the disposition of any shares Common Stock of the Company, (b) an extraordinary
corporate transaction such as a merger, reorganization or liquidation involving
the Company or any of its subsidiaries; (c) the sale or transfer of a material
amount of the assets of the Company or any of its subsidiaries; (d) any change
in the present board of directors or management of the Company, including any
plans or proposals to change the number or term of directors or to fill any
vacancies on the board; (e) any material change in the present capitalization or
dividend policy of the Company; (f) any other material change in a Company's
business or corporate structure; (g) changes in the Company's charter, by-laws
or instruments corresponding thereto or other actions which may impede the
acquisition or control of the Company by any persons; (h) causing a class of
securities of the Company to cease to be 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, 133,950 shares of Common Stock of the Company,
constituting approximately 7.83% of the 1,710,984 shares of Common Stock
outstanding.
Sass/Gould owns, as of this date, 25,850 shares of Common Stock of the Company,
constituting approximately 1.51% of the shares of Common Stock outstanding.
In the aggregate, BRT and Sass/Gould, who are filing as a group, own 159,800
shares of Common Stock in the aggregate, or 9.34% of the outstanding shares of
Common Stock of the Company.
(b) BRT has sole voting and dispositive power with respect to the shares of
Common Stock it owns. Fredric H. Gould, Chairman of the Board of BRT, and
Jeffrey Gould, President and Chief Executive Officer of BRT, each have shared
voting and dispositive power with respect to the Common Shares owned by BRT.
Page 7 of 19 Pages
Sass/Gould has sole voting and dispositive power with respect to the Common
Shares it owns. M.D. Sass Investors Services, Inc., managing member of
SASS/Gould, GP Partners, Inc. sub-advisor to SASS/Gould, Martin D. Sass,
Chairman and Chief Executive Officer and Hugh R. Lamle, President of M.D. Sass
Investors Services, Inc., and Israel Rosenzweig, President and Chief Operating
Officer of GP Partners, Inc. each have shared voting and dispositive power with
respect to the shares of Common Stock owned by Sass/Gould.
(c) The following table sets forth transactions in the shares of Common Stock 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.
DATE OF # OF PRICE
PURCHASE SHARES PER SHARE
-------- ------ ---------
02/19/2003 500 14.218
02/20/2003 2,000 14.362
02/21/2003 1,950 14.455
02/24/2003 4,150 14.724
02/25/2003 6,750 14.997
02/26/2003 5,500 15.338
03/04/2003 5,000 15.761
03/05/2003 13,900 15.700
03/11/2003 1,000 15.785
03/12/2003 3,400 15.847
03/13/2003 1,800 15.848
03/14/2003 4,000 15.557
03/26/2003 6,000 15.331
03/26/2003 78,000 15.050
The following table sets forth 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 purchase.
DATE OF # OF PRICE
PURCHASE SHARES PER SHARE
-------- ------ ---------
02/19/2003 500 14.09
02/20/2003 2,000 14.30
02/21/2003 1,950 14.39
02/25/2003 4,150 14.66
02/28/2003 6,750 14.93
03/03/2003 5,500 15.27
03/07/2003 5,000 15.70
Page 8 of 19 Pages
Except as set forth herein, BRT, its executive officers and trustees, and
Sass/Gould, its managing member and officers and directors of its managing
member (M.D. Sass Investor Services, Inc.) and its sub-advisor and officers and
directors of its sub-advisor (GP Partners, Inc.,) (i) do not own or have the
right to acquire, directly or indirectly, any shares of Common Stock of the
Company; and (ii) have not in the past sixty (60) days effected any transactions
in shares of Common Stock 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 - Agreement to File Jointly.
Page 9 of 19 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: April 2, 2003
BRT REALTY TRUST
By s/David W. Kalish
-----------------
David W. Kalish
Senior Vice President
SASS/GOULD FINANCIAL SECURITIES, LLC
BY M.D. SASS INVESTORS SERVICES, INC.
MANAGING MEMBER
BY: s/Philip M. Sivin
-----------------
Vice President
Page 10 of 19 Pages
ATTACHMENT A
Item 2. Identity and Background of Officers and Trustees of BRT
Principal Occupation
Name Position and Address
---- -------- --------------------
Fredric H. Gould Chairman of the Chairman of the Board of
Board of Trustees BRT Realty Trust;
President, sole stock- holder and
sole director of REIT Management
Corp., advisor to BRT Realty Trust;
Chairman, sole stockholder and sole
Director of Georgetown Partners,
Inc. ("Georgetown"), the managing
general partner of
Gould Investors L.P.;
Chairman of the Board
of One Liberty
Properties, Inc.;
Real Estate Investor;
all located at
60 Cutter Mill Road
Great Neck, NY 11021
Jeffrey Gould President and President and Chief
Chief Executive Executive Officer of
Officer; Trustee BRT Realty Trust; Senior
Vice President 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.
Page 11 of 19 Pages
Principal Occupation
Name Position and Address
---- -------- --------------------
Patrick J. Callan Trustee Real Estate Consultant;
located at 280 Park
Avenue, New York, NY 10017
David Herold Trustee Private Investor; located
at 16 Southdown Court,
Huntington, NY 11743
Arthur Hurand Trustee Private Investor;
located at 4184 Pier North
Blvd., Suite A,
Flint, MI 48504
Gary Hurand Trustee President of Dawn Donut
Systems, Inc.; located at
4184 Pier North Blvd.,
Suite A, Flint, MI 48504
Herbert C. Lust II Trustee Private Investor; located
at 54 Porchuck Road,
Greenwich, CT 06830
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 and Chief
Operating Officer of
GP Partners, Inc.;
Senior Vice President
of BRT Realty Trust; Vice
President of Georgetown
Partners, Inc.; Senior Vice
President of One Liberty
Properties, Inc.; all
Page 12 of 19 Pages
Principal Occupation
Name Position and Address
---- -------- -----------
located at 60 Cutter Mill
Road, Great Neck, NY 11021.
Simeon Brinberg Senior Vice Senior Vice President
President and and Secretary
Secretary of BRT Realty Trust;
Senior Vice President of
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; Senior Vice President
and Chief Financial Officer
of One Liberty Properties,
Inc.; Vice President and
Chief Financial Officer of
Georgetown Partners,
Inc. and REIT Management
Corp., all located at
60 Cutter Mill Road,
Great Neck, NY 11021.
George Zweier Vice President, Vice President and
Chief Financial Chief Financial Officer
Officer of BRT Realty Trust;
located at 60 Cutter Mill
Road, Great Neck, NY 11021.
Mark H. Lundy Vice President Vice President of
BRT Realty Trust;
Vice President of
Georgetown Partners
Inc.; Vice President
and Secretary of One
Liberty Properties
Inc.; all located
at 60 Cutter Mill Road
Great Neck, NY 11021.
Page 13 of 19 Pages
Principal Occupation
Name Position and Address
---- -------- -----------
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.
Mitchell Gould Vice President Vice President of
BRT Realty Trust;
located at 60 Cutter
Mill Road, Great Neck,
New York 11021
David Heiden Vice President Vice President of
BRT Realty Trust,
located at 60 Cutter
Mill Road, Great Neck,
New York 11021
Page 14 of 19 Pages
ATTACHMENT B
Item 2. Identity and Background of Officers and Directors of M.D. Sass Investor
Services, Inc., Managing Member of SASS/Gould.
Principal Occupation
Name Position and Address
---- -------- -----------
Martin D. Sass Chairman and Chairman and Chief Executive
Chief Executive Officer, a director and a
Officer, a principal of M.D. Sass
Director and Investors Services, Inc.
a Principal and affiliated
registered advisers and other
entities which comprise
the M.D. Sass Organization,
an investment advisory group,
located at 1185 Avenue of
the Americas, New York, NY 10036.
Hugh R. Lamle President, a President, a director and a
Director and principal of the M.D. Sass
a Principal Investors Services, Inc.
and affiliated registered
advisers and other entities
which comprise the M.D. Sass
Organization, an investment
advisory group located at
1185 Avenue of the Americas,
New York, NY 10036.
Jeffrey W. Wilkie Chief Financial Chief Financial Officer
Officer of M.D. Sass Investors
Services, Inc. and affiliated
registered advisers and
other entities
which comprise the
M.D. Sass Organization,
an investment advisory
group located at 1185
Avenue of the Americas,
New York, NY 10036.
Page 15 of 19 Pages
Principal Occupation
Name Position and Address
---- -------- -----------
Philip M. Sivin Vice President, Vice President, General
General Counsel, Counsel, Secretary and a
Secretary and a director of M.D. Sass
Director Investors, Inc. and
affiliated registered
advisers and other entities
which comprises the
M.D. Sass Organization,
an investment advisory
group located at
1185 Avenue of the Americas,
New York, NY 10036.
Page 16 of 19 Pages
Identity and Background of Officers and Directors of GP Partners, Inc.
Sub-Advisor to SASS/Gould.
Principal Occupation
Name Position and Address
---- -------- -----------
Fredric H. Gould Chairman Chairman of the Board of
BRT Realty Trust;
President, sole stock-
Holder and sole
Director of REIT
Management Corp.,
advisor to BRT Realty Trust;
Chairman, sole
stockholder and sole
Director of Georgetown
Partners, Inc. ("Georgetown"),
the managing
general partner of
Gould Investors L.P.;
Chairman of the Board
of One Liberty
Properties, Inc.;
Real Estate Investors;
all located at
60 Cutter Mill Road
Great Neck, NY 11021
Israel Rosenzweig Vice President President and Chief
Operating Officer of
GP Partners, Inc.;
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
Simeon Brinberg Vice President Senior Vice President
and Secretary and Secretary
of BRT Realty Trust;
Senior Vice President of
One Liberty Properties,
Page 17 of 19 Pages
Principal Occupation
Name Position and Address
---- -------- -----------
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 Treasurer - Finance of BRT Realty
Trust; Senior Vice President
and Chief Financial Officer
of One Liberty Properties,
Inc.; Vice President and
Chief Financial Officer of
Georgetown Partners,
Inc. and REIT Management
Corp., all located at
60 Cutter Mill Road,
Great Neck, NY 11021.
Matthew J. Gould Vice 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
Management Corp.;
all located at
60 Cutter Mill Road,
Great Neck, NY 11021.
Jeffrey Gould Vice President President and Chief
Executive 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.
Page 18 of 19 Pages
Principal Occupation
Name Position and Address
---- -------- -----------
Mark H. Lundy Vice President Vice President of
and Assistant BRT Realty Trust;
Secretary Vice President of
Georgetown Partners
Inc.; Vice President
and Secretary of One
Liberty Properties
Inc.; all located
at 60 Cutter Mill
Road, Great Neck, NY 11021.
Jeffrey Fishman Vice President President and
Chief Executive Officer
of One Liberty Properties,
Inc., located at
60 Cutter Mill Road,
Great Neck, NY 11021.
Page 19 of 19 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: April 2, 2003
BRT REALTY TRUST
By s/David W. Kalish
David W. Kalish,
Senior Vice President
SASS/GOULD FINANCIAL SECURITIES, LLC
BY M.D. SASS INVESTORS SERVICES, INC.
MANAGING MEMBER
BY s/Philip M. Sivin
Philip M. Sivin
Vice President
BRT REALTY TRUST
60 Cutter Mill Road, Suite 303
Great Neck, NY 11021
April 2, 2003
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Statement on Schedule 13D - Atlantic Liberty Financial Corp.
Gentlemen:
There is transmitted herewith Schedule 13D relating to shares of common stock of
Atlantic Liberty Financial Corp. The Schedule 13D is being sent today to the
Company at its principal executive offices by certified mail, and to NASDAQ, in
accordance with Rule 13d-7 of the rules promulgated under the Securities
Exchange Act of 1934.
Very truly yours,
BRT REALTY TRUST
By s/Simeon Brinberg
Senior Vice President
Enclosure