SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 14, 2004
BRT REALTY TRUST
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(Exact name of Registrant as specified in charter)
Massachusetts 001-07172 13-2755856
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(State or other (Commission file No.) (IRS Employer
jurisdiction of I.D. No.)
incorporation)
60 Cutter Mill Road, Suite 303, Great Neck, New York 11021
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code 516-466-3100
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Item 5. Other Events and Reported FD Disclosure.
At its June 14, 2004 Trustee's Meeting, the Board of Trustees of the
registrant increased the size of the Board from seven trustees to nine trustees
and elected Kenneth F. Bernstein and Matthew J. Gould to the Board of Trustees;
Kenneth Bernstein as a Class III trustee and Matthew J. Gould as a Class II
trustee, both to hold office until the 2005 Annual Meeting or until their
respective successors are elected and shall qualify.
Kenneth F. Bernstein, 42 years old, has been Chief Executive Officer of
Acadia Realty Trust since January 2001 and President since August 1998. Acadia
Realty Trust, a self-managed and self-administered real estate investment trust,
focuses on the ownership, acquisition, redevelopment and management of
neighborhood and community shopping centers.
Matthew J. Gould, 44 years old, is a Senior Vice President of BRT
Realty Trust (has been a Vice President since 1986) and served as a trustee from
March 2001 until March 15, 2004. Mr. Gould is President of Georgetown Partners,
Inc., managing general partner of Gould Investors L.P., a limited partnership
primarily engaged in the ownership and operation of real properties. He served
as President and Chief Executive Officer of One Liberty Properties, Inc., a real
estate investment trust which invests in commercial real estate, primarily net
leased properties, from 1989 to December 1999 and became a Senior Vice President
and Director of One Liberty Properties, Inc. in December 1999.
The Nominating and Corporate Governance Committee and the Board of
Trustees of the registrant have determined that Mr. Bernstein qualifies as an
"independent director" under the New York Stock Exchange Governance Rules and
that Mr. Gould does not qualify as an "independent director". In considering Mr.
Bernstein's independence, the Committee and the Board considered the fact that
the registrant owns as an investment 13,300 shares of common stock of Acadia
Realty Trust, which it purchased in open market transactions. A majority of
Trustees of registrant have been determined by the Nominating and Corporate
Governance Committee and the Board of Trustees to qualify as independent
directors under the New York Stock Exchange Corporate Governance Rules.
On September 22, 2003 the registrant announced in a press release that
it was in the process of organizing and seeking regulatory approval to
organize a "de novo" bank as a taxable REIT subsidiary. At its June 14, 2004
Trustee's Meeting, the Board of Trustees determined not to pursue this
activity at this time.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned officer thereunto duly authorized.
BRT REALTY TRUST
Date: June 15, 2004 By: /s/ Simeon Brinberg
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Simeon Brinberg
Secretary