SEC Comment Letter for BRT Apartments Corp. (BRT) (CIK 0000014846) (BRT) — Mar 24, 2010
BRT Apartments Corp. (BRT) (CIK 0000014846)
Date: March 24, 2010 · CIK: 0000014846 · Accession: 0000000000-10-016214
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-07172
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 3010 March 24, 2010 Jeffrey A. Gould Chief Executive Officer, President and Trustee BRT Realty Trust 60 Cutter Mill Road Great Neck, NY 11021
Re: BRT Realty Trust Form 10-K Filed December 14, 2009 File No. 001-07172
Dear Mr. Gould: We have reviewed your filing and have the following comments. Where indicated, we think you should re vise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as deta iled as necessary in your explanation. In some of our comments, we may ask you to provi de us with information so we may better understand your disclosure. After reviewing th is information, we may raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. Compensation of Trustees, page 7
1. We note that you have excluded compensation paid to Frederic Gould and Matthew Gould by REIT Management Corp. Please provide this disclosure or tell us why you believe this disclo sure is not requir ed. Please refer to Item 402(a)(2) of Regulation S-K which requires disclosu re of compensation paid “by any person for all services rendered in all capacities to the registrant.” Please provide this disclosure in future filings a nd tell us how you intend to comply.
Jeffrey A. Gould Chief Executive Officer, President and Trustee BRT Realty Trust March 24, 2010 Page 2 Executive Compensation, page 28
Compensation Consultant, page 31
2. In future filings, to the extent your o fficers receive total compensation above or below the targeted 25 th percentile, please explain the reasons for this. Please tell us how you plan to comply.
As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provid e us with a response. You may wish to provide us with marked copies of the amendm ent to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed co ver letters greatly faci litate our review. Please understand that we may have addi tional comments after reviewing your amendment and responses to our comments. We urge all persons who are responsi ble for the accuracy an d adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing.
Jeffrey A. Gould Chief Executive Officer, President and Trustee BRT Realty Trust March 24, 2010 Page 3 Please contact Stacie Gorman at ( 202) 551-3585 or me (202) 551-3655 at with any other questions. Sincerely,
Sonia Gupta Barros Special Counsel
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 3010 March 24, 2010 Jeffrey A. Gould Chief Executive Officer, President and Trustee BRT Realty Trust 60 Cutter Mill Road Great Neck, NY 11021
Re: BRT Realty Trust
Form 10-K
Filed December 14, 2009
File No. 001-07172
Dear Mr. Gould:
We have reviewed your filing and have the following comments. Where
indicated, we think you should re vise your document in response to these comments. If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary. Please be as deta iled as necessary in your explanation. In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure. After reviewing th is information, we may raise additional
comments. Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our
review. Feel free to call us at the telephone numbers listed at the end of this letter.
Compensation of Trustees, page 7
1. We note that you have excluded compensation paid to Frederic Gould and
Matthew Gould by REIT Management Corp. Please provide this disclosure or tell
us why you believe this disclo sure is not requir ed. Please refer to Item 402(a)(2)
of Regulation S-K which requires disclosu re of compensation paid “by any person
for all services rendered in all capacities to the registrant.” Please provide this
disclosure in future filings a nd tell us how you intend to comply.
Jeffrey A. Gould
Chief Executive Officer, President and Trustee BRT Realty Trust March 24, 2010 Page 2 Executive Compensation, page 28
Compensation Consultant, page 31
2. In future filings, to the extent your o fficers receive total compensation above or
below the targeted 25
th percentile, please explain the reasons for this. Please tell
us how you plan to comply.
As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response. You may wish to
provide us with marked copies of the amendm ent to expedite our review. Please furnish
a cover letter with your amendment that keys your responses to our comments and
provides any requested information. Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments. We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
Jeffrey A. Gould
Chief Executive Officer, President and Trustee BRT Realty Trust March 24, 2010 Page 3 Please contact Stacie Gorman at ( 202) 551-3585 or me (202) 551-3655 at with
any other questions.
Sincerely,
Sonia Gupta Barros Special Counsel