BRT REALTY TRUST (NYSE:BRT) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

On December 8, 2016, the Board of Trustees of BRT Realty Trust,a
Massachusetts business trust (Old BRT), approved a plan of
conversion (the Conversion Plan), to which Old BRT will convert
(the Conversion) its jurisdiction and form of organization from a
Massachusetts business trust to a Maryland corporation to be
named BRT Apartments Corp. (New BRT). to the Conversion Plan, at
the effective time of the Conversion, each outstanding share of
beneficial interest of Old BRT par value $3.00 per share (an Old
Share) will be exchanged for one share of New BRT common stock,
$0.01 par value per share (the New Share). The Conversion is
intended to qualify as a tax-free reorganization under the
federal income tax laws.

Completion of the Conversion is subject to, among other things,
approval of the Conversion Plan by Old BRTs shareholders at the
Annual Meeting of Shareholders (the Annual Meeting), which we
anticipate will take place in March 2017. If the Conversion Plan
and certain other proposals to be submitted to Old BRTs
shareholders are approved at the Annual Meeting, it is
anticipated that the Conversion would be completed in March 2017.
The Conversion Plan may be terminated and the transactions
contemplated thereby may be abandoned at any time prior to the
effective time by the Old BRT board of trustees if it determines
that the completion of the transactions provided for therein
would be inadvisable or not in the best interest of Old BRT and
its shareholders.

Following the Conversion, the business of New BRT will be the
same as the business of Old BRT the Conversion will not result in
any change in our companys headquarters, business, jobs,
management, location of any of the offices, number of employees,
assets, liabilities or net worth (other than as a result of the
costs related to the Conversion, including legal and accounting
fees). Old BRTs management, including all trustees and officers,
will assume identical positions with New BRT, except that the
position of trustee will be referred to as a director. Further,
the Conversion will not affect any asset or debts, obligations or
liabilities of Old BRT or impair the rights of creditors or any
liens on the property of Old BRT, and New BRT will be liable for
all the debts and obligations of Old BRT.

Upon completion of the Conversion, it is anticipated that shares
of New BRT common stock will trade on the New York Stock Exchange
under the symbol BRT and the holders of Old Shares will hold the
same number of shares and same ownership percentage of New BRT
immediately after the Conversion as they held of Old Shares of
Old BRT immediately prior to the Conversion.

Upon completion of the Conversion, New BRT common stock will be
deemed to be registered under Section 12(b) of the Securities
Exchange Act of 1934, as amended (the Exchange Act), to Rule
12g-3(a) promulgated thereunder. For purposes of Rule 12g-3(a),
New BRT will be the successor issuer to Old BRT.

Item 2.02 Results of Operations and Financial
Condition.

On December 13, 2016, Old BRT issued a press release announcing
its results of operations for the three months and year ended
September 30, 2016. The press release is attached as an exhibit
to this Current Report on Form 8-K. This information and the
exhibit attached hereto are being furnished to Item 2.02 of Form
8-K and are not to be considered filed under the Exchange Act,
and shall not be incorporated by reference into any previous or
future filing by registrant under the Securities Act of 1933, as
amended, or the Exchange Act.

Item 9.01Financial Statements and
Exhibits.

(d) Exhibits.

About BRT REALTY TRUST (NYSE:BRT)

BRT Realty Trust (the Trust) is a real estate investment trust (REIT). The Trust owns, operates and develops multi-family properties, and commercial and mixed use real estate assets. The Trust operates through two segments: multi-family real estate and other real estate. The multi-family real estate segment includes the ownership, operation and development of the Trust’s multi-family properties. The other real estate segment includes all activities related to the ownership, development, operation and disposition of the Trust’s other real estate assets. Its multi-family property activities involve the ownership, operation and development, primarily through joint ventures. It owns approximately 30 multi-family properties located in approximately 10 states. Its multifamily properties are garden apartment, mid rise or town home style properties that provide residents with amenities, such as a clubhouse, swimming pool, laundry facilities and cable television access.

BRT REALTY TRUST (NYSE:BRT) Recent Trading Information

BRT REALTY TRUST (NYSE:BRT) closed its last trading session up +0.26 at 8.21 with 6,010 shares trading hands.