SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________________________ FORM 8-K/A Amendment No. 2 Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ______________________________________ Date of Report July 6, 1994 Commission file number 1-8459 ____________ ______ New Plan Realty Trust (Exact name of registrant as specified in charter) Massachusetts 13-1995781 ______________________ _______________________________ (State of Incorporation) (IRS Employer Identification No.) 1120 Avenue of the Americas, New York, New York 10036 ____________________________________________________ (Address of principal executive offices) (212) 869-3000 _____________________________ (Registrant's telephone number) The undersigned registrant hereby amends the heading of the following financial statement of its Current Report on Form 8-K/A - Amendment No. 1, dated June 10, 1994, as set forth in the pages attached hereto: Certain Property Acquired: Historical Summary of Revenues and Certain Operating Expenses for the year ended June 30, 1993. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. NEW PLAN REALTY TRUST (Registrant) By:______________________________________ Michael I. Brown Chief Financial Officer, Controller Dated: July 6, 1994 Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits. Included herewith are the following financial statements reflecting the acquisition of four shopping centers: Western Village, Brentwood Plaza, Hamilton Plaza and Albany Plaza. 1. Report of Eichler, Bergsman, Belonsky & Guz, Independent Certified Public Accountants, dated June 8, 1994. 2. Certain properties acquired - Historical summary of revenues and certain operating expenses for the year ended December 31, 1993. 3. New Plan Realty Trust and Subsidiaries - Estimates of net income and funds generated from certain properties acquired (unaudited), and related Notes. 4. New Plan Realty Trust and Subsidiaries - Pro forma condensed financial statements (unaudited): (a) Pro forma condensed statements of income for the nine months ended April 30, 1994 and the twelve months ended July 31, 1993. (b) Pro forma condensed balance sheet as at April 30, 1994. (c) Notes to pro forma condensed financial statements. New Plan Realty Trust 1120 Avenue of the Americas New York, New York 10036 INDEPENDENT AUDITOR'S REPORT ____________________________ We have audited the accompanying Historical Summary of Revenues and Certain Operating Expenses of Western Village, Brentwood Plaza, Hamilton Plaza and Albany Plaza (the "Properties") for the year ended December 31, 1993. This Historical Summary is the responsibility of New Plan Realty Trust's management. Our responsibility is to express an opinion on this Historical Summary based on our audit. We conducted our audit in accordance with generally accepted auditing standards. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the Historical Summary is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Historical Summary. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Historical Summary. We believe that our audit provides a reasonable basis for our opinion. The Historical Summary has been prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission, and its use for any other purpose may be inappropriate. Accordingly, as described in the Note to the Historical Summary, the statement excludes interest, depreciation, and general and administrative expenses for the period examined, and is not intended to be a complete presentation of the properties' revenues and expenses. In our opinion, the Historical Summary referred to above presents fairly, in all material respects, the revenues and certain operating expenses (exclusive of interest, depreciation and general and administrative expenses) in conformity with generally accepted accounting principles. Eichler Bergsman Belonsky & Co. June 8, 1994 New York, New York CERTAIN PROPERTY ACQUIRED HISTORICAL SUMMARY OF REVENUES AND CERTAIN OPERATING EXPENSES FOR THE YEAR ENDED DECEMBER 31, 1993 Rental Income $4,023,004 Repairs and maintenance $238,599 Real estate taxes 519,491 Certain operating expenses 139,296 $ 897,386 ________ __________ Excess of revenues over certain operating expenses $3,125,618 ========== NOTE: The Historical Summary of Revenues and Certain Operating Expenses relate to the operations of Western Village, Brentwood Plaza, Hamilton Plaza and Albany Plaza (the "Properties"), while under ownership previous to New Plan Realty Trust. The Properties are shopping centers. The summary has been prepared on the accrual method of accounting. Operating expenses include maintenance and repair expenses, utilities, real estate taxes, insurance and certain other expenses. In accordance with the regulations of the Securities and Exchange Commission, mortgage interest expense, depreciation, and general and administrative costs have been excluded from operating expenses, as they are dependent upon a particular owner, purchase price or financial arrangement. Minimum future rentals for years ended December 31, under existing commercial operating leases at the shopping center being reported on are approximately as follows (in thousands): 1994 - $3,222 1997 - $ 2,288 1995 - 3,162 1998 - 1,722 1996 - 2,975 thereafter - 7,356 The above assumes that all leases which expire are not renewed, therefore neither renewal rentals nor rentals from replacement tenants are included. Minimum future rentals do not include contingent rentals which may be received under certain leases on the basis of percentage of reported tenants' sales volume, increases in Consumer Price Indices, common area maintenance charges and real estate tax reimbursements. NEW PLAN REALTY TRUST AND SUBSIDIARIES INFORMATION PURSUANT TO RULE 3-14 REGULATION S-X Part I MANAGEMENT ASSESSMENT Management's assessment of the Property prior to acquisition includes, but is not limited to, the quality of the tenant base, regional demographics, the competitive environment, operating expenses and local property taxes. In addition, the physical aspect of the property, location, condition and quality of design and construction are evaluated. Management also always conducts Phase I and II environmental tests. All factors, when viewed in their entirety, have met management's acquisition criteria. Management is not aware of any material factors relating to the acquisition other than those discussed above. Part II ESTIMATES OF TAXABLE OPERATING INCOME AND FUNDS GENERATED FROM CERTAIN PROPERTY ACQUIRED (UNAUDITED) a. The following presents an estimate of net income and funds generated from the operation of the acquired Property for a twelve month period ended December 31, 1993 based on the Historical Summary of Revenues and Certain Operating Expenses for the Year Ended December 31, 1993. These estimated results do not purport to present expected results of operations for the Property in the future and were prepared on the basis described in the accompanying notes which should be read in conjunction herewith. Estimates of taxable operating income: (000 omitted) _____________________________________________ Operating income before depreciation and mortgage interest expense $3,126 Less: Estimated depreciation 515 ___ Estimated taxable operating income $2,611 ====== Estimates of funds generated: _____________________________________________ Estimated taxable operating income $2,611 Add: Estimated depreciation 515 ___ Estimate of funds generated $3,126 ====== b. Estimated taxable income for New Plan Realty Trust (including the acquired properties) for the year ended July 31, 1993 is approximately the same as Pro Forma net income and Revised Pro Forma net income reported on the Pro Forma Condensed Statement of Income (Unaudited). NEW PLAN REALTY TRUST AND SUBSIDIARIES NOTES TO ESTIMATES OF NET INCOME AND FUNDS GENERATED FROM CERTAIN PROPERTIES ACQUIRED (UNAUDITED) Basis of Presentation 1. Estimated depreciation was based upon an allocation of the purchase price to land (20%) and building (80%) with the depreciation being taken over a 40 year life using the straight line method. 2. No income taxes have been provided because New Plan Realty Trust is taxed as a real estate investment trust under the provisions of the Internal Revenue Code. Accordingly, the Trust does not pay Federal income tax whenever income distributed to shareholders is equal to at least 95% of real estate investment trust taxable income and certain other conditions are met. NEW PLAN REALTY TRUST AND SUBSIDIARIES PRO FORMA CONDENSED FINANCIAL STATEMENTS (UNAUDITED) The following unaudited pro forma condensed balance sheet at April 30, 1994 reflects the acquisition of four shopping centers (Western Village and Brentwood Plaza on May 5, 1994 and Hamilton Plaza and Albany Plaza on May 12, 1994) as if the transaction had occurred on that date. The pro forma condensed statements of income for the year ended July 31, 1993 and the nine months ended April 30, 1994 assume the acquisition of this property as if it had occurred as of August 1, 1992 and 1993, respectively. This pro forma information is based on the historical statements of the Trust after giving effect to the acquisition of these properties. The unaudited pro forma condensed financial statements have been prepared by New Plan Realty Trust management. The unaudited pro forma condensed statements of income may not be indicative of the results that would have actually occurred if the acquisitions had been in effect on the dates indicated. Also, they may not be indicative of the results that may be achieved in the future. The unaudited pro forma condensed financial statements should be read in conjunction with New Plan Realty Trust's audited financial statements as of July 31, 1993 and for the year then ended (which are contained in the Trust's Form 10-K for the year ended July 31, 1993) and the unaudited financial statements as of April 30, 1994 and for the nine months then ended (which are contained in the Trust's Form 10-Q for the period ended April 30, 1994) and the accompanying notes. NEW PLAN REALTY TRUST AND SUBSIDIARIES PRO FORMA CONDENSED STATEMENT OF INCOME (UNAUDITED) NINE MONTHS ENDED APRIL 30, 1994 (In thousands except for per share amounts) HISTORICAL PRO FORMA AS REPORTED ACQUISITIONS ADJUSTMENTS(2) PRO FORMA ___________ ____________ ______________ _________ Rental Revenues $69,268 $ 3,017 $72,285 Interest And Dividends 3,785 ($ 908) (3,4) 2,877 ________________________________________________ _______ 73,053 3,017 (908) 75,162 Operating Expenses 24,087 673 24,760 Depreciation Expense 8,241 386 (3,5) 8,627 Mortgage and Other Interest 1,417 1,417 ________________________________________________ _______ 39,308 2,344 (1,294) 40,358 Other Deductions 2,156 2,156 Other Income 991 991 ________________________________________________ _______ Net Income $38,143 $ 2,344 ($1,294) 39,193 ================================================ ======= Net Income Per Share $.78 $.80 Average Shares Outstanding 49,148 49,148 NEW PLAN REALTY TRUST AND SUBSIDIARIES PRO FORMA CONDENSED STATEMENT OF INCOME (UNAUDITED) YEAR ENDED JULY 31, 1993 (In thousands except for per share amounts) PREVIOUSLY REPORTED AS HISTORICAL PRO FORMA HISTORICAL PRO FORMA REVISED REPORTED ACQUISITIONS ADJUSTMENTS(2) PRO FORMA ACQUISITIONS(6) ADJUSTMENTS PRO FORMA _______________________________________ ___________________________________________________ RENTAL REVENUES $65,308 $4,023 $ 69,331 $13,203 $2,469 $85,003 INTEREST AND DIVIDENDS 11,001 ($1,133) (3,4) 9,868 (4,576) 5,292 _______________________________ __________________________________________________ 76,309 4,023 (1,133) 79,199 13,203 ($2,107) 90,295 OPERATING EXPENSES 22,440 897 23,337 4,377 27,714 DEPRECIATION EXPENSE 7,574 515 (3,5) 8,089 2,128 10,217 MORTGAGE AND OTHER INTEREST 1,386 1,386 1,386 _______________________________ __________________________________________________ 44,909 3,126 (1,648) 46,387 8,826 (4,235) 50,978 OTHER DEDUCTIONS 2,620 2,620 2,620 OTHER INCOME 940 940 940 _______________________________ __________________________________________________ NET INCOME $43,229 $3,126 ($1,648) $44,707 $8,826 ($4,235) $49,298 =============================== ================================================== EARNINGS PER SHARE $.89 $.92 $1.01 AVERAGE SHARES OUTSTANDING 48,838 48,838 48,838 SEE ACCOMPANYING NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS (UNAUDITED) /TABLE NEW PLAN REALTY TRUST AND SUBSIDIARIES PRO FORMA CONDENSED BALANCE SHEET (UNAUDITED) AS OF APRIL 30, 1994 (In Thousands) PRO FORMA AS REPORTED ADJUSTMENTS PRO FORMA ___________ ___________ _________ ASSETS: REAL ESTATE $513,192 $ 25,750 (1) $538,942 CASH, CASH EQUIVALENTS, MKT SEC AND OTHER INVESTMENTS 38,545 (25,750)(1) 12,795 OTHER 13,447 13,447 ________ ________ TOTAL ASSETS $565,184 $565,184 ======== ======== LIABILITIES: MORTGAGES PAYABLE $ 28,140 $ 28,140 NOTES PAYABLE 25,000 25,000 OTHER LIABILITIES 10,741 10,741 ________ ________ 63,881 63,881 SHAREHOLDERS' EQUITY 501,303 501,303 ________ ________ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $565,184 $565,184 ======== ======== SEE ACCOMPANYING NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS (UNAUDITED) NEW PLAN REALTY TRUST AND SUBSIDIARIES NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS (UNAUDITED) 1. Represents the acquisition of the Property for cash. 2. Amounts as reported have been adjusted by historical results for the year ended December 31, 1993. These adjustments to the Pro Forma Condensed Statements of Income (Unaudited) have the effect of reflecting the results for the year ended July 31, 1993 and the nine months ended April 30, 1994 as if the Property had been acquired as of August 1, 1992 and 1993 respectively. 3. Pro Forma Adjustments to the Pro Forma Condensed Statement of Income (Unaudited) for the year ended July 31, 1993 includes adjustments to interest and dividends and depreciation expense to give effect to including the acquired properties as if they had been acquired on August 1, 1992. (See Notes 4 and 5.) 4. The reduction in interest and dividend income is due to the actual use of cash and cash equivalents to pay the purchase price of the acquisitions. The average rate of return for the year ended July 31, 1993 and the nine months ended January 31, 1994 was 4.3% and 4% respectively. 5. Estimated depreciation was based upon an allocation of the purchase price to land (20%) and building (80%) with the depreciation being taken over a 40 year life using the straight line method. 6. Refer to Form 8-K/A-Amendment No. 1 dated May 27, 1994 for previously reported amounts.