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 - April 13, 1998
(Date of Earliest Event Reported)
NEW PLAN REALTY TRUST
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(Exact name of registrant as specified in its charter)
Commission File No. ________
Massachusetts 13-1995781
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(State of Incorporation) (I.R.S. Employer
Identification No.)
1120 Avenue of the Americas,
New York, New York 10036
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 869-3000
NYFS05...:\40\65240\0003\2093\FRM4168J.14C
Item 5. Other Events
Adoption of Shareholder Rights Plan
On April 13, 1998, the Board of Trustees of the Company declared a
distribution of one share purchase right (a "Right") for each outstanding share
of Beneficial Interest, without par value, of the Company (the "Shares"). The
distribution is payable as of April 24, 1998 to shareholders of record on that
date. Each Right entitles the registered holder thereof to purchase from the
Company one Share at a price of $90.00 (the "Exercise Price"), subject to
certain adjustments. The description and terms of the Rights are set forth in a
Rights Agreement, as the same may be amended from time to time (the "Rights
Agreement"), between the Company and BankBoston, N.A., as rights agent (the
"Rights Agent").
Initially the Rights will not be exercisable, certificates will not
be sent to shareholders, and the Rights will automatically trade with the
Shares.
The Rights, unless earlier redeemed or exchanged by the Board of
Trustees, become exercisable upon the close of business on the day (the
"Distribution Date") which is the earlier of (i) the tenth day following a
public announcement that a person or group of affiliated or associated persons
(an "Acquiring Person"), with certain
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exceptions set forth below, has acquired beneficial ownership or voting control
of 15% or more of the outstanding voting shares of the Company and (ii) the
tenth business day (or such later date as may be determined by the Board of
Trustees prior to such time as any person or group of affiliated or associated
persons becomes an Acquiring Person) after the date of the commencement or
public announcement of a person's or group's intention to commence a tender or
exchange offer the consummation of which would result in the acquisition of
beneficial ownership or voting control of 15% or more of the Company's
outstanding voting shares (even if no shares are actually acquired pursuant to
such offer); prior thereto, the Rights would not be exercisable, would not be
represented by a separate certificate, and would not be transferable apart from
the Shares, but will instead be evidenced, with respect to any of the Share
certificates outstanding as of April 24, 1998, by such Share certificate itself
together with a copy of this Summary of Rights. An Acquiring Person does not
include (A) the Company, (B) any subsidiary of the Company, (C) any employee
benefit plan or employee stock plan of the Company or of any subsidiary of the
Company, or any trust or other entity organized, appointed, established or
holding Shares for or pursuant to the terms of any such plan, (D) any person or
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group of affiliated or associated persons whose beneficial ownership or voting
control of 15% or more of the outstanding voting shares of the Company results
solely from (i) any action or transaction or transactions approved by the Board
of Trustees before such person or group became an Acquiring Person or (ii) a
reduction in the number of outstanding voting shares of the Company pursuant to
a transaction or transactions approved by the Board of Trustees (provided that
any such person or group that does not become an Acquiring Person by reason of
clause (i) or (ii) above shall become an Acquiring Person upon acquisition of an
additional 1% of the Company's outstanding voting shares unless such acquisition
of additional voting shares will not result in such person or group becoming an
Acquiring Person by reason of such clause (i) or (ii)).
Until the Distribution Date (or earlier redemption, exchange or
expiration of the Rights), new Share certificates issued after April 24, 1998
will contain a legend incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption, exchange or expiration of the Rights),
the surrender for transfer of any Share certificates outstanding as of April 24,
1998, with or without a copy of the Summary of Rights attached, also will
constitute the transfer of the Rights associated
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with the Shares represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates evidencing the Rights
("Right Certificates") will be mailed to holders of record of the Shares as of
the close of business on the Distribution Date and such separate certificates
alone will evidence the Rights from and after the Distribution Date.
The Rights will expire at the close of business on April 11, 2008,
unless earlier redeemed or exchanged by the Company as described below.
The number of Shares issuable upon exercise of the Rights is subject
to certain adjustments from time to time in the event of a Share dividend on, or
a subdivision or combination of, the Shares. The Exercise Price for the Rights
is subject to adjustment in the event of extraordinary distributions of cash or
other property to holders of Shares.
Unless the Rights are earlier redeemed or exchanged, in the event
that a person or group of affiliated or associated persons become an Acquiring
Person, the Rights Agreement provides that each holder of record of a Right,
other than the Acquiring Person (whose Rights will thereupon become null and
void), will thereafter have the right to receive, upon payment of the Exercise
Price, that number of
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Shares having a market value at the time of the transaction equal to two times
the Exercise Price.
In addition, unless the Rights are earlier redeemed or exchanged, in
the event that, after the time that a person or group of affiliated or
associated persons becomes an Acquiring Person, the Company were to be acquired
in a merger or other business combination (in which any Shares are changed into
or exchanged for other securities or assets) or more than 50% of the assets or
earning power of the Company and its subsidiaries (taken as a whole) were to be
sold or transferred in one or a series of related transactions, the Rights
Agreement provides that proper provision will be made so that each holder of
record of a Right, other than the Acquiring Person (whose rights will thereupon
become null and void), will from and after such date have the right to receive,
upon payment of the Exercise Price, that number of shares of common stock of the
acquiring company having a market value at the time of such transaction equal to
two times the Exercise Price.
The Rights Agreement provides that, notwithstanding any provision of
the Rights Agreement to the contrary, no Right will be exercisable for a number
of Shares that would cause the ownership limit set forth in the Company's
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Amended and Restated Declaration of Trust (or any successor document) to be
exceeded.
At any time after any person or group of affiliated or associated
persons becomes an Acquiring Person and prior to the acquisition by such
Acquiring Person of 50% or more of the Company's outstanding voting shares, the
Board of Trustees may exchange the Rights (other than Rights owned by the
Acquiring Person which will have become null and void), in whole or in part, at
an exchange ratio of one Share per Right (subject to adjustment).
Fractions of Shares which would otherwise be issued upon exercise or
redemption of the Rights may, at the election of the Company, be evidenced by
depositary receipts. The Rights Agreement also provides that the Company may pay
cash in lieu of fractional Shares.
At any time on or prior to the close of business on the tenth day
after a public announcement that a person or group of affiliated or associated
persons has become an Acquiring Person (or such later date as may be authorized
by the Board of Trustees), the Company may redeem the Rights in whole, but not
in part, at a price of $.005 per Right ("Redemption Price"), payable at the
election of the Company in cash or Shares. Following the effective time of the
action of the Board of Trustees authorizing redemption of
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the Rights, the right to exercise the Rights will terminate and the only right
of the holders of the Rights will be to receive the Redemption Price.
For as long as the Rights are then redeemable, the Company may,
except with respect to the Redemption Price or date of expiration of the Rights,
amend the Rights in any manner, including an amendment to extend the time period
in which the Rights may be redeemed. At any time when the Rights are not then
redeemable, the Company may amend the Rights in any manner that does not
materially adversely affect the interests of holders of the Rights as such.
Until a Right is exercised, the holder, as such, will have no rights
as a shareholder of the Company, including, without limitation, the right to
vote or to receive dividends.
As of April 21, 1998, there were 59,658,152 Shares issued and
outstanding and 8,770,659 Shares reserved for issuance pursuant to outstanding
employee stock options.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group of affiliated or associated persons
that attempts to acquire the Company on terms not approved by the Board of
Trustees. The Rights should not interfere with any merger or other business
combination approved by the Board of
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Trustees since they may be redeemed by the Company at $.005 per Right at any
time until the close of business on the tenth day (or such later date as
described above) after a person or group has obtained beneficial ownership or
voting control of 15% or more of the voting shares.
The form of Rights Agreement between the Company and BankBoston,
N.A., as rights agent, specifying the terms of the Rights, which includes as
Exhibit A the form of Summary of Rights to Purchase Shares of Beneficial
Interest and as Exhibit B the form of Right Certificate are attached hereto as
exhibits and incorporated herein by reference. The foregoing description of the
Rights is qualified by reference to such exhibits.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
1. Rights Agreement dated as of April 23, 1998 between New Plan
Realty Trust and BankBoston, N.A., as Rights Agent. The Rights
Agreement includes as Exhibit A the form of Summary of Rights
to Purchase Shares of Beneficial Interest and as Exhibit B the
form of Right Certificate.
2. Press Release, dated April 16, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
By: /s/ Steven Siegel
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Name: Steven Siegel
Title: Secretary
April 23, 1998
EXHIBIT INDEX
Exhibit No. Description
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1. Rights Agreement dated as of April 23, 1998 between New Plan
Realty Trust and BankBoston, N.A., as Rights Agent. The
Rights Agreement includes as Exhibit A the form of Summary
of Rights to Purchase Shares of Beneficial Interest and as
Exhibit B the form of Right Certificate.
2. Press Release, dated April 16, 1998.
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