========================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K X ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended July 31, 1994 OR __ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from ___________ to ____________ Commission File Number 1-8459 NEW PLAN REALTY TRUST (Exact name of registrant as specified in its charter) Massachusetts 13-1995781 (State of incorporation) (I.R.S. employer identification no.) 1120 Avenue of the Americas, New York, NY 10036 (212) 869-3000 (Address of principal executive offices) (Registrant's telephone number) Securities registered pursuant to Section 12(b) of the Act: Shares of Beneficial Interest, no par value (Title of Class) New York Stock Exchange (Name of exchange on which registered) Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. YES X NO ___ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. The aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately $1,118,647,000 based on the closing price on the New York Stock Exchange for such stock on September 26, 1994. The number of shares of the Registrant's Shares of Beneficial Interest outstanding was 52,595,161 as of September 26, 1994. Documents Incorporated By Reference Portions of the 1994 New Plan Realty Trust Proxy Statement to be filed with the Securities and Exchange Commission within 120 days after the year covered by this Form 10-K with respect to the Annual Meeting of Shareholders to be held on December 14, 1994 are incorporated by reference into Part III. ========================================================================== TABLE OF CONTENTS Form 10-K Report Item No. Page PART I 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . 5 3. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . 13 4. Submission of Matters to a Vote of Security Holders. . . . . . 13 PART II 5. Market for the Registrant's Common Equity and Related Shareholder Matters. . . . . . . . . . . . . . . . . . . . . 14 6. Selected Financial Data. . . . . . . . . . . . . . . . . . . . 16 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. . . . . . . . . . . . . 17 8. Financial Statements and Supplementary Data. . . . . . . . . . 19 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. . . . . . . . . . . . . 19 PART III 10. Trustees and Executive Officers of the Trust . . . . . . . . . 20 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . 21 12. Security Ownership of Certain Beneficial Owners and Management . . . . . . . . . . . . . . . . . . . . . . . . . 21 13. Certain Relationships and Related Transactions . . . . . . . . 21 PART IV 14. Exhibits, Consolidated Financial Statements, Consolidated Financial Statement Schedules, and Reports on Form 8-K . . . 22 PART I Item I.. Business A. General Development of Business New Plan Realty Trust ("Registrant" and sometimes the "Trust"), a self-administered and self-managed equity real estate investment trust, was organized on July 31, 1972 as a business trust under the laws of the Commonwealth of Massachusetts. The Trust is the successor to the original registrant (Reg. No. 2-19671), New Plan Realty Corporation, which was incorporated under the laws of the State of Delaware on December 4, 1961. (b) Financial Information About Industry Segments The Trust is in the business of managing, operating, leasing, acquiring, developing and investing in shopping centers, factory outlet centers and apartment complexes. See the Consolidated Financial Statements and Notes thereto included in Item 8 of this Annual Report on Form 10-K for certain information required by Item 1. (c) Narrative Description of Business General At September 26, 1994, the Trust owned fee, mortgage or leasehold interests in 97 shopping centers containing an aggregate of approximately 12,459,000 gross rentable square feet, five factory outlet centers containing approximately 1,559,000 gross rentable square feet and 20 rental apartment complexes containing 3,940 units, located in 20 states. The average occupancy rate at July 31, 1994 for the shopping centers, factory outlet centers and apartments were approximately 89%, 94% and 97%, respectively. The Trust is self-administered and self-managed and will not engage or pay a REIT advisor because the Trust personnel manage and maintain all of the Trust's properties. The Trust maintains its executive offices at 1120 Avenue of the Americas, New York, New York 10036, and its telephone number is (212) 869- 3000. Acquisition, Financing and Operating Strategies The Trust's primary investment strategy is to identify and purchase well-located income-producing shopping centers and garden apartment complexes at a discount to replacement cost. The Trust also purchases selected factory outlet centers. The Trust seeks to achieve income growth and enhance the cash flow potential of its properties through a program of expansion, renovation, leasing, re-leasing and improving the tenant mix. The Trust minimizes development risks by generally purchasing existing income-producing properties. The Trust generally has acquired properties for cash. It is management's belief that its ability to purchase available properties for cash enhances its negotiating position in obtaining attractive purchase prices. In a few instances properties have been acquired subject to existing non-recourse long-term mortgages. Long-term debt of the Trust at July 31, 1994, consisted of approximately $28.1 million of mortgages and notes bearing interest at rates ranging from 6.53% to 10.75% and having a weighted average interest rate of 9.4%. The Trust's short-term debt consists of normal trade payables, a note payable and the current portion of mortgages payable. As of July 31, 1994 the Trust had used approximately $7.5 million of its $65 million line of credit with the Bank of New York and Fleet Bank N.A. to purchase properties. Subsequent to July 31, 1994 the credit facility was increased to $100 million. Virtually all operating and administrative functions, such as leasing, data processing, finance, accounting, construction and legal, are centrally managed at the Trust's headquarters. In addition, the Company maintains regional offices at Louisville, KY, Syracuse, NY, Connellsville, PA, Cordele, GA, Toledo, OH and Nanuet, NY. On-site functions such as security, maintenance, landscaping, sweeping, plumbing, electrical and other similar activities are either performed by the Trust or subcontracted. The cost of these functions are passed through to tenants to the extent permitted by the respective leases. Developments During The 1993-1994 Fiscal Year In the fiscal year ended July 31, 1994, the Trust acquired 15 shopping centers containing an aggregate of approximately 2.5 million gross rentable square feet, three factory outlets containing approximately 825,000 gross rentable square feet and seven apartment complexes containing 1,748 units. The newly acquired properties are located in California, Georgia, Indiana, Kentucky, Missouri, New Jersey, New York, Ohio, Pennsylvania, South Carolina, Tennessee and Virginia. The total cost of purchase for the properties, including outstanding mortgages payable, was approximately $209 million. Subsequent to July 31, 1994 the Trust purchased a shopping center containing an aggregate of 102,000 gross rentable square feet and an apartment complex containing 164 units. The newly acquired properties are located in Ohio and New Jersey. The aggregate purchase price for the properties was approximately $13.3 million. The acquisition of three factory outlets in November 1993 represents a continuation of the Trust's strategy of expanding its investment portfolio into the factory outlet sector. The Trust believes that factory outlet centers represent a significant new retailing development in the 1990s due to their "value-oriented" approach. This approach enables customers to shop directly for manufacturers' nationally-branded merchandise. The Trust intends to seek to acquire additional factory outlet centers in the future as a part of its overall investment strategy. Gross receipts and net income before gains from the sale of properties and securities of the Trust for the fiscal year ended July 31, 1994 were the largest in the Trust's history. As a result of the growth of the Trust through its property acquisitions program, the flagship property, Roosevelt Mall Shopping Center and Annex, in Philadelphia, Pennsylvania, generated less than 10% of the total gross revenues of the Trust in fiscal 1994 and 1993. In fiscal year 1992 the percent of total revenues was approximately 12.6%. Competition The success of the Trust depends, among other factors, upon the trends of the economy, including interest rates, construction costs, income tax laws and increases or decreases in operating expenses, governmental regulations and legislation, including environmental requirements, real estate fluctuations, retailing trends, population trends, zoning laws, the financial condition and stability of tenants, the availability of financing and capital on satisfactory terms and the ability of the Trust to compete with others for tenants and keep its properties leased at profitable levels. The Trust competes for properties with an indeterminate number of investors, including domestic and foreign corporations and financial institutions, and an increasing number of real estate investment trusts, life insurance companies, pension funds and trust funds. The Trust regularly reviews its portfolio and from time to time considers the sale of certain of its properties. Adverse changes in general or local economic conditions could result in the inability of some existing tenants of the Trust to meet their lease obligations and could otherwise adversely affect the Trust's ability to attract or retain tenants. Management believes, however, that the Trust's financial strength and operating practices, particularly its ability to implement renovation and expansion programs and its intensive leasing programs, will enable it to maintain and increase rental income from its properties. Employees As of September 22, 1994, the Trust employed approximately 318 individuals, including executive, administrative and field personnel. Some of the Trust's employees are subject to a collective bargaining agreement and the Trust has experienced no labor-related work stoppages. The Trust considers its relations with its personnel to be good. Qualification as a Real Estate Investment Trust The Trust presently meets the qualification requirements of a real estate investment trust under Sections 856-58 of the Internal Revenue Code of 1986, as amended (the "Code"). If, as the Trust contemplates, such qualification continues, the Trust will not be taxed on its real estate investment trust taxable income, at least 95% of which will be distributed to shareholders. See Item 5 below. Item 2. Properties The location, general character and primary occupancy information with respect to Registrant's properties as of July 31, 1994 (including acquisitions through September 22, 1994) are set forth on the Summary of Properties Schedule on the pages immediately following. NEW PLAN REALTY TRUST AND SUBSIDIARIES Summary of Properties At July 31, 1994 (Includes acquisitions through September 26, 1994) Description Number Average Property -------------------------- Type of of Percent Rental/ Mortgage Sq. Ft. Units Acres Interest Tenants Rented Sq. Ft. Payable ---------------- ------- ----- ----- -------- ------- ------- -------- -------- Apartments - - - - - --------------------- BRECKENRIDGE APTS 120 7 Fee 120 100 BIRMINGHAM AL DEVONSHIRE PLACE 284 16 Fee 257 90 BIRMINGHAM AL COURTS AT WILDWOOD 220 22 Fee 211 96 2,750,000 BIRMINGHAM AL RODNEY APARTMENTS 207 11 Fee 204 99 DOVER DE MAYFAIR APARTMENTS 96 7 Fee 94 98 DOVER DE LAKE PARK APARTMENTS 227 10 Fee 226 100 LAKE PARK FL JAMESTOWN APARTMENTS 125 8 Fee 120 96 LEXINGTON KY POPLAR LEVEL APARTMENTS 88 3 Fee 87 99 LOUISVILLE KY LA FONTENAY APARTMENTS 248 17 Fee 234 94 LOUISVILLE KY CHARLESTOWN @ DOUGLASS HILLS 244 17 Fee 222 91 LOUISVILLE KY MEADOW EAST APARTMENTS 100 15 Fee 94 94 POTSDAM NY MOHAWK GARDEN APARTMENTS 209 12 Fee 199 95 ROME NY ARLINGTON VILLAGE APARTMENTS 164 10 Fee (1) FAIRBORN OH CHESTERFIELD APARTMENTS 104 9 Fee 102 98 MAUMEE OH SEDGEFIELD APARTMENTS 280 19 Fee 273 98 FLORENCE SC HICKORY LAKE APARTMENTS 322 26 Fee 321 100 ANTIOCH TN ASHFORD PLACE APARTMENTS 268 16 Fee 267 100 CLARKSVILLE TN THE PINES APARTMENTS 224 11 Fee 217 97 CLARKSVILLE TN CEDAR VILLAGE APARTMENTS 170 11 Fee 164 96 CLARKSVILLE TN PADDOCK PLACE APARTMENTS 240 11 Fee 236 98 CLARKSVILLE TN Development _______________________ JACKSON FACTORY OUTLET CENTER 55 Fee JACKSON TOWNSHIP NJ Factory Outlets - - - - - --------------------- BARSTOW FACTORY OUTLET 333,000 49 Fee (5) 54 99 20.76 10,682,310 BARSTOW CA ST AUGUSTINE OUTLET CENTER 335,000 32 Fee (2) 96 100 15.29 113,946 ST AUGUSTINE FL BRANSON FACTORY OUTLET 316,000 9 Leasehold (4) 53 100 17.56 BRANSON MO OSAGE FACTORY OUTLET VILLAGE 399,000 147 Fee 109 100 18.60 OSAGE BEACH MO FT CHISWELL FACTORY OUTLET 176,000 55 Fee 27 56 5.31 MAX MEADOWS VA Mortgages Receivable - - - - - --------------------- 1 NORTH CENTRAL AVENUE 15,000 1 $500,000 HARTSDALE NY Second Mortgage NEWDON PLAZA 105,000 10 $10,350,000 NEW CITY NY First Mortgage WHITESTOWN PLAZA 83,000 11 $4,610,000 WHITESBORO NY First Mortgage LAUREL MALL 333,000 57 $6,200,000 CONNELLSVILLE PA Second Mortgage Office Building - - - - - --------------------- INSTITUTE FOR DEFENSE ANALYSES 51,000 8 Leasehold(C) 1 100 4.49 PRINCETON NJ Shopping Centers - - - - - --------------------- RODNEY VILLAGE 216,000 15 Fee 20 66 4.70 DOVER DE DOVERAMA @ RODNEY VILLAGE 30,000 1 75% Owned 1 100 1.30 DOVER DE ALBANY PLAZA 114,000 7 Fee 12 100 5.77 ALBANY GA SOUTHGATE PLAZA - ALBANY 60,000 5 Fee 6 85 3.27 ALBANY GA PERLIS PLAZA 166,000 20 Fee 27 89 4.74 AMERICUS GA EASTGATE PLAZA - AMERICUS 44,000 4 Fee 7 100 4.20 AMERICUS GA ROGERS PLAZA 50,000 5 Fee 4 59 2.51 ASHBURN GA CORDELE SQUARE 131,000 11 Fee 12 87 4.11 CORDELE GA SOUTHGATE PLAZA - CORDELE 39,000 3 Fee 3 54 2.52 CORDELE GA MR B'S 14,000 1 Fee 6 74 3.48 CORDELE GA HABERSHAM VILLAGE 147,000 18 Fee 12 94 4.81 4,604,436 CORNELIA GA WESTGATE - DUBLIN 191,000 35 Fee 20 80 3.90 DUBLIN GA VICTORY SQUARE 165,000 35 Fee 19 96 6.42 SAVANAH GA TIFT-TOWN 61,000 4 Fee 10 58 3.06 TIFTON GA WESTGATE - TIFTON 16,000 2 Fee 5 100 5.77 TIFTON GA COLUMBUS CENTER 270,000 24 Fee 15 78 3.19 COLUMBUS IN JASPER MANOR 194,000 26 Fee 9 89 5.54 JASPER IN TOWN FAIR SHOPPING CENTER 114,000 16 Fee 5 98 5.36 PRINCETON IN WABASH CROSSING 167,000 18 Fee 10 100 6.11 WABASH IN JACKSON VILLAGE 145,000 48 Fee 8 62 3.44 JACKSON KY J*TOWN CENTER 187,000 17 Fee 22 97 5.34 JEFFERSONTOWN KY CHINOE VILLAGE 106,000 10 Fee 19 54 4.60 LEXINGTON KY NEW LOUISA PLAZA 111,000 20 Fee 12 91 3.77 LOUISA KY PICCADILLY SQUARE 96,000 13 Fee 12 96 3.99 LOUISVILLE KY EASTGATE SHOPPING CENTER 145,000 18 Fee 29 95 9.50 MIDDLETOWN KY SHOPPING CENTER - SALISBURY 110,000 16 Fee 1 99 1.21 SALISBURY MD WASHTENAW FOUNTAIN PLAZA 136,000 12 Fee 8 93 9.73 YPSILANTI MI SHOPPING CENTER - GOLDSBORO 80,000 10 Fee 1 100 1.21 GOLDSBORO NC SHOPPING CENTER - GREENVILLE 4,000 17 Fee 1 100 8.10 GREENVILLE NC SHOPPING CENTER - LUMBERTON 107,000 17 Fee 1 4 .37 LUMBERTON NC SHOPPING CENTER - NEW BERN 99,000 19 Fee 1 100 .48 NEW BERN NC SHOPPING CENTER - WILSON 105,000 17 Fee 1 76 .53 WILSON NC LAUREL SQUARE 243,000 35 Fee 27 99 8.57 BRICKTOWN NJ HAMILTON PLAZA 149,000 18 Fee 7 97 5.35 HAMILTON NJ BENNETTS MILLS PLAZA 102,000 13 Fee (1) 26 98 JACKSON NJ MIDDLETOWN PLAZA 123,000 19 Fee 18 75 9.94 MIDDLETOWN NJ UNIVERSITY MALL 78,000 25 Fee 7 89 4.83 CANTON NY CORTLANDVILLE 100,000 13 Fee 3 100 3.35 CORTLAND NY KMART PLAZA 116,000 11 Fee 4 100 6.25 DEWITT NY D & F PLAZA 192,000 30 Fee 22 69 4.80 DUNKIRK NY SHOPPING CENTER - ELMIRA 54,000 5 Fee 1 100 2.20 ELMIRA NY PYRAMID MALL 233,000 37 Fee 8 88 8.37 GENEVA NY SHOPPING CENTER - GLOVERSVILLE 45,000 4 Fee 2 100 3.15 GLOVERSVILLE NY MCKINLEY PLAZA 93,000 20 Fee 12 100 10.94 HAMBURG NY CAYUGA PLAZA 207,000 22 Fee 14 91 5.43 ITHACA NY @ SENECA MALL 238,000 30 Fee 12 78 6.19 LIVERPOOL NY TRANSIT ROAD PLAZA 138,000 15 Fee 4 100 4.19 LOCKPORT NY SHOPPING CENTER - MARCY 123,000 21 Fee 1 100 .66 MARCY NY ROCKLAND PLAZA 260,000 28 Fee (3) 37 97 17.39 NANUET NY SOUTH PLAZA 144,000 36 Fee 14 98 4.84 NORWICH NY WESTGATE PLAZA - ONEONTA 72,000 11 Fee 4 100 5.24 ONEONTA NY OSWEGO PLAZA 131,000 20 Fee 15 86 4.57 OSWEGO NY MOHAWK ACRES 107,000 13 Fee 22 93 9.32 ROME NY MONTGOMERY WARD 84,000 7 Fee 1 100 1.99 ROME NY PRICE CHOPPER PLAZA 78,000 6 Fee 4 100 8.31 ROME NY WESTGATE MANOR PLAZA - ROME 66,000 15 Fee 11 82 6.14 ROME NY NORTHLAND 123,000 23 Fee 11 91 4.99 WATERTOWN NY HARBOR PLAZA 52,000 7 Fee 8 83 6.44 ASHTABULA OH BELPRE PLAZA 89,000 8 Leasehold 9 50 3.42 BELPRE OH SOUTHWOOD PLAZA 83,000 44 Fee 10 68 3.85 BOWLING GREEN OH BRENTWOOD PLAZA 237,000 20 Fee 29 93 5.96 CINCINNATI OH WESTERN VILLAGE SHOPPING CENTE 139,000 13 Fee 16 100 7.32 CINCINNATI OH SOUTH TOWNE CENTRE 309,000 29 Fee 31 95 6.89 DAYTON OH HERITAGE SQUARE 232,000 29 Fee 20 100 5.25 DOVER OH FAIRFIELD MALL 74,000 9 Fee 8 95 6.15 FAIRFIELD OH SILVER BRIDGE PLAZA 146,000 20 Fee 14 79 3.16 GALLIPOLIS OH SHOPPING CENTER - GENOA 17,000 2 Fee 5 100 8.34 600,375 GENOA OH PARKWAY PLAZA 141,000 12 Fee 16 74 2.88 MAUMEE OH SHOPPING CENTER - MILLERSBURG 17,000 3 Fee 3 85 7.70 MILLERSBURG OH NEW BOSTON SHOPPING CENTER 234,000 22 Fee 16 99 6.17 9,309,000 NEW BOSTON OH MARKET PLACE 170,000 18 Fee 12 89 4.55 PIQUA OH CENTRAL AVE MARKET PLACE 157,000 18 Fee 5 100 3.22 TOLEDO OH SHOPPING CENTER - ANNVILLE 83,000 15 Fee 1 100 1.49 ANNVILLE PA SHOPPING CENTER - HANOVER 87,000 12 Fee 3 21 2.27 HANOVER PA STONE MILL PLAZA 95,000 21 Fee 22 98 10.81 LANCASTER PA CROSSROADS PLAZA 105,000 14 Fee 12 95 3.26 MT. PLEASANT PA JOHN WANAMAKER 313,000 Fee (B) 1 100 .79 PHILADELPHIA PA ROOSEVELT MALL NE 250,000 36 Leasehold (A) 60 89 22.70 PHILADELPHIA PA ROOSEVELT MALL ANNEX 36,000 Fee 7 58 27.23 PHILADELPHIA PA NORTHLAND CENTER 94,000 15 Fee & 18 87 9.64 STATE COLLEGE PA Leasehold CONGRESS CROSSING 172,000 39 Fee 16 95 6.28 ATHENS TN GREENEVILLE COMMONS 223,000 26 Fee 20 95 6.37 GREENEVILLE TN KINGS GIANT SHOPPING CENTER 159,000 18 Leasehold 16 96 3.46 KINGSPORT TN GEORGETOWN SQUARE 104,000 11 Fee 20 84 8.19 MURFREESBORO TN SHOPPING CENTER - COLONIAL HTS 82,000 10 Fee 0 0 0.00 COLONIAL HEIGHTS VA SHOPPING CENTER - HARRISONBURG 119,000 10 Fee 2 69 1.36 HARRISONBURG VA HANOVER SQUARE SHOPPING CENTER 130,000 14 Fee 23 95 10.31 MECHANICSVILLE VA VICTORIAN SQUARE 271,000 34 Fee 30 98 8.01 MIDLOTHIAN VA SHOPPING CENTER - SPOTSYLVANIA 87,000 8 Fee 1 100 2.05 SPOTSYLVANIA VA RIDGEVIEW CENTRE 177,000 30 Fee 16 97 6.47 WISE VA MOUNDSVILLE PLAZA 143,000 29 Fee 14 83 4.17 MOUNDSVILLE WV GRAND CENTRAL PLAZA 75,000 7 Leasehold 7 100 7.72 PARKERSBURG WV KMART PLAZA 102,000 14 Fee 11 99 4.24 VIENNA WV ____________ Total Mortgage Payable on Trust Properties $ 28,060,067 ============ (A) Lease expires July 1, 2064. (B) Tenant has four ten year renewal options at an annual rent of $135,000. (C) The lease and the operating sublease expire on April 18, 2012. (1) Property purchased after July 31, 1994. (2) Includes 28,000 sq. ft. of expansion under construction. (3) Includes free standing parcel purchased July 1994 containing 3,000 ft. (4) Includes 127,000 sq. ft. of expansion under construction. (5) Includes 131,000 sq. ft. of expansion under construction. (6) Does not include expansion. /TABLE Item 3. Legal Proceedings The Trust is not presently involved in any material litigation nor, to its knowledge, is any material litigation threatened against the Trust or its properties, other than routine litigation arising in the ordinary course of business or which is expected to be covered by the Trust's liability insurance. Item 4. Submission of Matters to a Vote of Security Holders No matter was submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this report. PART II Item 5. Market for the Registrant's Common Equity and Related Shareholder Matters (a) Market Information The following table shows the high and low sales price for the Trust's shares on the New York Stock Exchange, and, prior to June 12, 1986, on the American Stock Exchange, and cash distributions paid for the periods indicated. Figures are adjusted to give effect to a 2-for-1 stock split on February 1, 1983 and a 3-for-2 stock split on April 1, 1986. Fiscal Year Ended Cash Dividends July 31, High Low Paid per Share ______ ________ ______________ 1983 $ 9.50 $ 4.96 $ .51 1984 8.50 7.25 .57 1985 11.92 7.50 .65 1986 14.50 10.00 .73 1987 18.38 13.00 .81 1988 17.63 10.75 .89 1989 17.88 14.38 .97 1990 19.13 14.88 1.05 1991 21.25 13.75 1.13 1992 25.00 19.63 1.21 1993 First Quarter 23.13 21.75 .315 Second Quarter 26.13 22.00 .3175 Third Quarter 26.38 22.88 .32 Fourth Quarter 25.00 21.50 .3225 _______ TOTAL 1.275 1994 First Quarter 26.38 21.50 .3250 Second Quarter 25.75 21.25 .3275 Third Quarter 24.25 20.88 .33 Fourth Quarter 23.63 20.38 .3325 _______ TOTAL 1.315 (b) Holders The approximate number of record holders of the Trust's shares of beneficial interest, no par value, (the only class of common equity) at September 26, 1994 was 11,894. (c) Dividends The Trust made distributions to shareholders aggregating $1.315 per share during the fiscal year ended July 31, 1994. Of this distribution, it is estimated that $1.036 will qualify as ordinary income, $.048 will qualify as capital gain distribution and $.231 will qualify as a return of capital. The Trust has paid regular and uninterrupted cash distributions on its Shares since it commenced operations as a real estate investment trust in 1972. Since inception, each dividend has either been equal to or greater than the dividend preceding it, and the dividends have been increased in each of the last 61 consecutive quarters. The Trust intends to continue to declare quarterly distributions on its Shares. However, no assurances can be made as to the amounts of future distributions since such distributions are subject to the Trust's cash flow from operations, earnings, financial condition, capital requirements and such other factors as the Board of Trustees deems relevant. The principal factors in the determination of the amounts of distributions are the requirements of the Internal Revenue Code of 1986, as amended, that a real estate investment trust must distribute at least 95% of its real estate investment trust taxable income. The amount of cash available for distribution is impacted by capital expenditures to the extent the Trust were to fund such expenditures out of cash from operations. The Trust has a Dividend Reinvestment and Share Purchase Plan which allows shareholders to acquire additional Shares by automatically reinvesting distributions. Shares are acquired pursuant to the Plan at a price equal to 95% of the market price of such Shares, without payment of any brokerage commission or service charge. The Plan also allows shareholders to purchase additional Shares on the dividend payment date, at 100% of the average of the high and low sales price of such Shares during the period beginning 30 days prior to, and ending 5 business days prior to, the first business days of January, April, July and October of each year without payment of any brokerage commission or service charge by making optional cash payments. At present, approximately 61% of the Trust's eligible shareholders participate in the Plan, including members of the Newman family and executive officers and trustees of the Trust. Item 6. Selected Financial Data The financial data included in this table have been selected by the Trust and have been derived from the consolidated financial statements for those years, found under item 14(a) of this Form 10-K. NEW PLAN REALTY TRUST AND SUBSIDIARIES Year Ended July 31, ___________________ 1994 1993 1992 1991 1990 ____________ ____________ ____________ ____________ ____________ Revenue $100,954,515 $ 76,308,770 $ 64,692,214 $ 57,382,815 $ 54,123,451 Operating Expenses 46,913,963 31,400,256 22,740,759 20,272,866 20,380,423 ____________ ____________ ____________ ____________ ____________ 54,040,552 44,908,514 41,951,455 37,109,949 33,743,028 Gains on sales of properties and securities, net 989,867 939,878 10,063,729 4,789,498 3,262,075 ____________ ____________ ____________ ____________ ____________ 55,030,419 45,848,392 52,015,184 41,899,447 37,005,103 Other deductions 2,713,163 2,619,754 2,569,531 2,021,446 1,958,450 ____________ ____________ ____________ ____________ ____________ Net income $ 52,317,256 $ 43,228,638 $ 49,445,653 $ 39,878,001 $ 35,046,653 ============ ============ ============ ============ ============ Total assets $616,992,574 $534,247,738 $530,827,411 $461,912,655 $307,678,178 ____________ ____________ ____________ ____________ ____________ Long term obligations $ 28,060,067 $ 23,321,235 $ 17,830,701 $ 18,867,701 $ 22,938,488 ____________ ____________ ____________ ____________ ____________ Net income per share $ 1.06 $ .89 $ 1.08 $ 1.05 $ 1.01 ____________ ____________ ____________ ____________ ____________ Distributions per share $ 1.315 $ 1.275 $ 1.21 $ 1.13 $ 1.05 ____________ ____________ ____________ ____________ ____________ Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (a) Liquidity and Capital Resources At July 31, 1994 the Trust had approximately $3.1 million in available cash and cash equivalents, $6.3 million in marketable securities and $22.9 million in mortgages receivable. These assets, which total $32.3 million, decreased $142.1 million from the level of a year ago because of the Trust's ongoing acquisition program. In addition, the Trust in December 1993, put in place an unsecured revolving credit facility which provides for borrowings of up to $65 million. Subsequent to July 31, 1994 the credit facility was increased to $100 million. Revenues, net income, and funds from operations were at all-time highs. Debt at July 31, 1994 consisted of approximately $28.1 million of mortgages payable with a weighted average interest cost of 9.4% and a $7.5 million note payable which represents a draw against the unsecured $65 million credit facility. The increase in mortgages payable was the net result of the assumption of a mortgage in connection with the acquisition of a factory outlet center and the repayment of certain high interest mortgages. Other liabilities increased primarily because of increases in real estate and other taxes payable, deposits payable and accounts payable. These increases are attributable to the larger property portfolio. Short-term debt consists of the note payable, the current portion of mortgages payable and normal trade payables. During the year, the Trust issued three million shares of beneficial interest. The net proceeds of approximately $63 million were used to pay for property acquisitions, and repayment of the then outstanding balance on the credit facility. Over the past three fiscal years, $33.6 million of funds were provided from the dividend reinvestment program. During 1994, the Trust made distributions of $64.7 million to shareholders, paid $196.5 million to acquire 25 properties and invested $23 million in improvements and expansions to properties. Other sources of funds are available to the Trust. Based on management's internal valuation of the Trust's properties, including properties which are free and clear of mortgages, the estimated value is considerably in excess of the outstanding mortgage indebtedness totalling $28.1 million. Accordingly, management believes that substantial potential exists for additional mortgage financing as well as unsecured borrowing capacity from banks and other lenders. (b) Results of Operations 1994 Versus 1993 In fiscal 1994, total revenues increased $24.7 million to $101 million. Rental income and related revenues increased $31.1 million to $96.4 million. The rental income increase came from properties in the portfolio which were acquired in fiscal 1994 or were owned for less than a full year in 1993, as well as from properties owned prior to fiscal 1993. Interest and dividend income declined $6.4 million because of lower investment balances. Balances were lower because of the use of funds for property acquisitions. Operating expenses increased $15.5 million to $46.9 million. Operating costs, real estate taxes and depreciation and amortization increased primarily because of property acquisitions. Interest expense increased because of higher outstanding mortgage payable balances and the use of the Trust's unsecured credit facility. The increase in the provision for doubtful accounts was mostly due to recoveries in 1993 which did not recur in 1994. In 1993 the Trust had bad debt recoveries of $651,000 versus $250,000 in 1994. Administrative expenses increased due to higher personnel and travel costs associated with our larger property portfolio. Income before gains on sales of properties and securities increased $9 million to $51.3 million. During the year, most of the Greenville Shopping Center, located in Greenville, North Carolina, was sold. Net income increased $9.1 million to $52.3 million and earnings per share increased to $1.06 from $.89. During fiscal 1994 dividends declared and paid were $1.315 per share, a $.04 per share increase over the preceding fiscal year. 1993 versus 1992 In fiscal 1993 total revenues increased $11.6 million to $76.3 million. Rental income and related revenues increased $17.7 million to $65.3 million. Increases from properties in the Trust's portfolio for less than a full year in either 1993 or 1992 were partially offset by reductions from a shopping center that was sold in fiscal 1992 and because of one-time receipts of revenue in 1992 that did not recur in 1993. Interest and dividend income declined $6.1 million to $11 million. The decrease was due to lower average invested balances and lower average yields. Investment balances were lower because of the use of funds for property acquisitions and improvements. Lower yields are a reflection of the overall market decline in interest rates. Operating expenses increased $8.7 million to $31.4 million. Operating costs, real estate and other taxes and depreciation and amortization increased primarily because of property acquisitions. Interest on mortgages and notes declined as a result of the prepayment of mortgages in the first half of the year and the increase in mortgage indebtedness at the lower interest rates in the latter part of fiscal 1993. The increase in the provision for doubtful accounts was partially offset by recoveries of $651,000. In 1992 the Trust had recoveries of doubtful accounts of $305,000. Administrative expenses increased due to higher personnel costs, professional fees and shareholder reporting costs. There were no property sales in fiscal 1993 which was the primary reason for the reduction of $9.1 million in gains from asset sales. Income before gains on sales of properties increased $2.9 million. Net income declined $6.2 million because of non-recurring gains from the sale of assets in 1992 in the amount of $9.7 million. Accordingly, earnings per share declined to $.89 for the same reason. For the fiscal year ended July 31, 1993, dividends declared and paid were $1.275 per share, a 5.4% increase over the preceding fiscal year. 1992 versus 1991 In fiscal 1992 total revenues increased by $7.3 million to $64.7 million. Rental income and related revenues increased $6.2 million. Of this increase, $4.8 million is from properties which were in the Trust's portfolio for less than a full year in either 1992 or 1991 (net of the sale of shopping centers). The revenue from properties in the Trust's portfolio for at least a full year increased $2.1 million. As a result of a tenant's Chapter 11 bankruptcy filing and subsequent lease termination, revenue declined $672,000. Interest and dividend income increased $1.1 million to $17.1 million. The increase in income resulting from a higher investment base was partially offset by lower yields. Operating expenses increased $2.5 million to $22.7 million. Operating costs, depreciation and amortization and taxes increased primarily because of the acquisition of new properties. Interest on mortgages decreased due to reductions in outstanding mortgage balances in the second half of fiscal 1991 and the first six months of fiscal 1992. Other expenses increased $548,000 to $2.6 million. Of this increase, $399,000 was due to discounts received from the prepayment of mortgages in 1991 which did not recur in 1992. Administrative expenses increased as a result of higher costs associated with the management of an increased number of properties. During the year ended July 31, 1992 the Trust sold Newdon Plaza in New City, New York, a 105,000 square foot shopping center, and a 100,400 square foot shopping center in Hickory, North Carolina. The gain on the sales was $9.7 million. Sales of securities during the current year resulted in a net gain of $382,000 compared to $368,000 in 1991. Income before gains on the sale of properties and securities increased $4.3 million to $39.4 million, an increase of 12.2%. Net income rose 24% to $49.4 million and earnings per share increased $.03 to $1.08 on an increased number of average shares outstanding. For the fiscal year ended July 31, 1992, dividends declared and paid were $1.21 per share, a 7.1% increase over the fiscal year ended July 31, 1991. Item 8. Financial Statements and Supplementary Data The response to this item is included in a separate section at the end of this report. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. PART III Item 10. Trustees and Executive Officers of the Trust Item 10 is incorporated herein pursuant to General Instruction G to this Form 10-K by reference to Registrant's definitive proxy statement which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the close of the fiscal year. Executive Officers of the Trust The executive officers of the Trust and their principal occupations are as follows: Name Age ____ ___ William Newman. . . . . . . 68 Chairman of the Board and Chief Executive Chairman of the Officer of the Trust since its Board of Trustees and organization in 1972, President of the Chief Executive Officer Trust from 1972 to 1988 and President of the Trust's corporate predecessor from 1962 to 1972; formerly Chairman of National Association of Real Estate Investment Trusts; active in real estate for more than 40 years. Arnold Laubich . . . . . . 64 President and Chief Operating Officer and President, Chief Trustee of the Trust since August 1, 1988; Operating Officer President of Dover Management Corp. (which and Trustee managed the Trust's properties) from 1972 to 1988; Senior Vice President of the Trust's predecessor from 1962 to 1972. James M. Steuterman . . . . 38 Property acquisition officer for the Trust Executive Vice President since 1984; elected Vice President in and Trustee 1988; Senior Vice President and Trustee from 1990 to 1994; Executive Vice President since October 1994. Dean Bernstein . . . . . . 36 Vice President - Acquisition and Finance Vice President - since October 1994; Vice President and Administration and Trustee since 1992; Assistant Vice Finance and Trustee President from 1991 to 1992; previously a Vice President in the Real Estate Group at Chemical Bank for three years. William Kirshenbaum . . . . 58 Vice President of the Trust since 1981; Vice President, Treasurer since 1983. Treasurer Leonard N. Cancell. . . . . 61 Senior Vice President of the Trust since Senior Vice President - August 1, 1988; Senior Vice President of Operations Dover Management from 1972 to 1988; employee of the Trust's predecessor from 1964 to 1972. Michael I. Brown. . . . . . 52 Chief Financial Officer since 1991; Chief Financial Officer Controller of the Trust since 1987. and Controller Irwin E. Kwartler . . . . . 68 Vice President of the Trust since 1982; Vice President previously, National Sales Manager, Kimball Division of Litton Industries. Steven F. Siegel. . . . . . 34 General Counsel and Secretary of the Trust General Counsel since October 1991; formerly an associate and Secretary in the law firm of Miro, Miro & Weiner for six years. Joseph Bosco. . . . . . . . 45 Vice President of the Trust since 1993; Vice President -- Apartment employee of the Trust since 1983. Operations Item 11. Executive Compensation Item 11 is incorporated herein pursuant to General Instruction G to this Form 10-K by reference to Registrant's definitive proxy statement which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the close of the fiscal year. Item 12. Security Ownership of Certain Beneficial Owners and Management Item 12 is incorporated herein pursuant to General Instruction G to this Form 10-K by reference to Registrant's definitive proxy statement which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A no later than 120 days after the close of the fiscal year. Item 13. Certain Relationships and Related Transactions Item 13 is incorporated herein pursuant to General Instruction G to this Form 10-K by reference to Registrant's definitive proxy statement which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the close of the fiscal year. PART IV Item 14. Exhibits, Consolidated Financial Statements, Consolidated Financial Statement Schedules, and Reports on Form 8-K (a) Consolidated Financial Statements. The following documents are filed as a part of this report: The response to this portion of Item 14 is submitted as a separate section of this report. (b) Reports on Form 8-K. 1. Form 8-K dated May 20, 1994 and Form 8-K/A Amendment No. 1 dated June 10, 1994. These reports contained Items 2 and 7. 2. Form 8-K/A Amendment No. 1 dated May 27, 1994 amending Form 8-K filed April 7, 1994. This report contained Item 7. 3. Form 8-K/A Amendment No. 2 dated July 6, 1994 amending Form 8-K/A Amendment No. 1 dated June 10, 1994. This report contained Item 7. 4. Form 8-K dated July 14, 1994 and Form 8-K/A Amendment No. 1 dated September 1, 1994. This report contained Items 2 and 7. (c) Exhibits. The following exhibits are filed as exhibits to this Form: *3.1 Amendment #4 dated December 6, 1972 to Declaration of Trust (amending Declaration of Trust in its entirety) filed as Exhibit 3.1(d) to Registration Statement No. 2-45633. *3.2 Amendment #5 dated December 12, 1972 to Declaration of Trust filed with Registrant's Form 10-K for the fiscal year ended July 31, 1973. *3.3 Amendment #6 dated December 13, 1979 to Declaration of Trust and filed as Appendix A to Registrant's Proxy Statement dated November 19, 1979 with respect to annual meeting of shareholders on December 13, 1979. *3.4 Amendment #7 dated July 9, 1981 to Declaration of Trust and filed as an appendix to Registrant's Proxy Statement dated June 1, 1981 with respect to a special meeting of shareholders on July 9, 1981. *3.5 Amendment #8 dated December 15, 1982 to Declaration of Trust and filed as Appendix A to Registrant's Proxy Statement dated November 15, 1982 with respect to annual meeting of shareholders held December 15, 1982. *3.6 Amendment #9 dated December 10, 1985 to Declaration of Trust and filed as Appendix A to Registrant's Proxy Statement dated November 15, 1985 with respect to annual meeting of shareholders held December 10, 1985. *3.7 Amendment #10 dated December 14, 1987 to Declaration of Trust and filed as Appendix A to Registrant's Proxy Statement dated November 2, 1987 with respect to annual meeting of shareholders held December 14, 1987. *9.1 Agreement dated February 26, 1979 among William Newman, Joseph Newman and Melvin Newman filed as Exhibit 9 to Registration Statement No. 2-63669. *9.2 Agreement dated December 17, 1981 between New Plan Realty Trust and Merchant Navy Officers Pension Fund Trustees Limited filed as Exhibit 9.1 to Post Effective Amendment No. 2 to Registration Statement 2-69682. *9.3 Debenture Purchase Agreement and Amendment to Exhibits 9.2 and 9.3 herein filed as Exhibit 9.4 to Registration Statement 2-81432. *9.4 Share Purchase Agreement between New Plan Realty Trust, Merchant Navy Officers Pension Fund Trustees Limited filed as Exhibit 9.5 to Registration Statement No. 2-90107. 9.5 Purchase Agreement dated December 18, 1990 between New Plan Realty Trust and Beleggingsmaatschappij Midas B.V. *10.1 Lease dated January 30, 1964 between John Hancock Mutual Life Insurance Company and Roosevelt Mall Northeast, Inc. filed as Exhibit 12.4(a) to Registration Statement No. 2- 45633 (Registrant's leasehold interest in the Roosevelt Mall Shopping Center). 10.2 Revolving Credit Agreement by and among New Plan Realty Trust, the Lenders party thereto and The Bank of New York, as agent, dated as of December 30, 1993. 10.3 Amendment No. 1 to Revolving Credit Agreement by and among New Plan Realty Trust, the Lenders party thereto and The Bank of New York, as agent, dated as of Decembdr 30, 1993. 22 Subsidiaries of the Registrant. 23 Consents required with respect to material incorporated by reference in a previously filed Registration Statement. (d) Financial Statement Schedules. The following documents are filed as a part of this report: The response to this portion of Item 14 is submitted as a separate section of this report. ______________________________ *Incorporated herein by reference as above indicated. SIGNATURES __________ Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Trust has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NEW PLAN REALTY TRUST (Registrant) By:/s/ William Newman ________________________ William Newman Chief Executive Officer Dated: October 14, 1994 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Trust and in the capacities and on the dates indicated. Signature Title Date _________ _____ ____ /s/ William Newman Chief Executive Officer October 14, 1994 _____________________ and Trustee William Newman /s/ Arnold Laubich President, Chief Operating October 14, 1994 _____________________ Officer and Trustee Arnold Laubich /s/ Michael I. Brown Chief Financial Officer and October 14, 1994 _____________________ Chief Accounting Officer, Michael I. Brown Controller /s/ James M. Steuterman Executive Vice President October 14, 1994 _____________________ and Trustee James M. Steuterman /s/ Dean Bernstein Vice President - Administration October 14, 1994 _____________________ and Finance and Trustee Dean Bernstein /s/ Melvin Newman Trustee October 14, 1994 _____________________ Melvin Newman Trustee _________, 1994 _____________________ Norman Gold Trustee _________, 1994 _____________________ Raymond H. Bottorf Trustee _________, 1994 _____________________ John Wetzler Trustee _________, 1994 _____________________ Gregory White ANNUAL REPORT ON FORM 10-K ITEM 8, ITEM 14(a)(1) AND (2), AND (d) LIST OF CONSOLIDATED FINANCIAL STATEMENTS, SUPPLEMENTARY DATA AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES CERTAIN EXHIBITS YEAR ENDED JULY 31, 1994 NEW PLAN REALTY TRUST AND SUBSIDIARIES NEW YORK, NEW YORK Form 10-K Item 14(a)(1) and (2) NEW PLAN REALTY TRUST AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES The following financial statements of the Registrant are included in Item 8: Independent Accountant's Report . . . . . . . . . . . . . . . . . . F-2 Consolidated Balance Sheets as of July 31, 1994 and 1993 . . . . . . F-3 Consolidated Statements of Income for the years ended July 31, 1994, 1993 and 1992 . . . . . . . . . . . . . . . . F-5 Consolidated Statements of Changes in Shareholders' Equity for the years ended July 31, 1994, 1993 and 1992 . . . . . . . . . F-6 Consolidated Statements of Cash Flows for the years ended July 31, 1994, 1993 and 1992 . . . . . . . . . . . . . . . . F-7 Notes to Consolidated Financial Statements . . . . . . . . . . . . . F-8 The following financial statement information and schedules of the Registrant are included in Item 14(d): Schedules _________ II - Amounts Receivable from Related Parties and Underwriters, Promoters and Employees other than Related Parties . . . . F-17 VIII - Valuation and Qualifying Accounts. . . . . . . . . . . . . F-21 IX - Short-Term Borrowings. . . . . . . . . . . . . . . . . . . F-22 X - Supplementary Income Statement Information . . . . . . . . F-23 XI - Real Estate and Accumulated Depreciation . . . . . . . . . F-24 XII - Mortgage Loans on Real Estate. . . . . . . . . . . . . . . F-31 All other schedules for which provision is made in the applicable account regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted. REPORT OF INDEPENDENT ACCOUNTANTS To the Trustees and Shareholders of New Plan Realty Trust We have audited the consolidated financial statements and financial statement schedules of New Plan Realty Trust and Subsidiaries listed in Item 14(a) of this Form 10-K. These financial statements and financial statement schedules are the responsibility of the Trust's management. Our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of New Plan Realty Trust and Subsidiaries as of July 31, 1994 and 1993, and the consolidated results of their operations and their cash flows for each of the three years in the period ended July 31, 1994 in conformity with generally accepted accounting principles. In addition, in our opinion, the financial statement schedules referred to above, when considered in relation to the basic financial statements taken as a whole, present fairly, in all material respects, the information required to be included therein. COOPERS & LYBRAND L.L.P. New York, New York September 23, 1994 NEW PLAN REALTY TRUST AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS JULY 31, 1994 and 1993 ASSETS: 1994 1993 ____________ ____________ Real estate, at cost (Notes A and E) Land $111,670,790 $ 74,048,988 Buildings and improvements 509,671,528 314,178,925 ____________ ____________ 621,342,318 388,227,913 Less accumulated depreciation and amortization 49,101,916 38,183,206 ____________ ____________ 572,240,402 350,044,707 Cash and cash equivalents (Note A) 3,115,982 102,312,407 Marketable securities (Notes A and B) 6,292,596 47,988,162 Mortgages and notes receivable (Note C) 22,909,676 24,135,327 Receivables Trade and notes, net of allowances for doubtful accounts (1994 - $2,331,500; 1993 - $2,226,000) (Note A) 6,289,709 3,903,543 Other (Note D) 1,628,367 1,916,381 Prepaid expenses and deferred charges 2,428,510 1,464,445 Other assets 2,087,332 2,482,766 ____________ ____________ TOTAL ASSETS $616,992,574 $534,247,738 ============ ============ See notes to consolidated financial statements. NEW PLAN REALTY TRUST AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS JULY 31, 1994 and 1993 LIABILITIES: 1994 1993 ____________ ____________ Mortgages payable (Note E) $28,060,067 $ 23,321,235 Note Payable (Note E) 7,500,000 - - - Other liabilities (Note F) 13,665,494 8,807,875 Tenants' security deposits 2,274,229 1,547,700 ____________ ____________ TOTAL LIABILITIES 51,499,790 33,676,810 ____________ ____________ COMMITMENTS AND CONTINGENCIES (NOTES G, H, I, J, and O) - - - - - - SHAREHOLDERS' EQUITY: Preferred shares, par value $1.00, authorization limited to 1,000,000 shares; none issued - - - - - - Shares of beneficial interest without par value, unlimited authorization; issued and out- standing (1994 - 52,594,161; 1993 - 48,956,564) (Note H) 609,067,613 530,900,723 Less loans receivable for the purchase of shares of beneficial interest (Note H) 3,630,421 2,761,098 ____________ ____________ 605,437,192 528,139,625 Less distributions in excess of net income 39,944,408 27,568,697 ____________ ____________ TOTAL SHAREHOLDERS' EQUITY 565,492,784 500,570,928 ____________ ____________ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $616,992,574 $534,247,738 ============ ============ See notes to consolidated financial statements. NEW PLAN REALTY TRUST AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME FOR THE YEARS ENDED JULY 31, 1994, 1993 AND 1992 1994 1993 1992 ____________ _____________ ____________ Revenues: Rental income and related revenues (Notes A and K) $ 96,384,232 $ 65,307,505 $ 47,595,427 Interest and dividend income (Notes B and C) 4,570,283 11,001,265 17,096,787 ____________ ____________ ____________ 100,954,515 76,308,770 64,692,214 ____________ ____________ ____________ Operating Expenses: Operating costs 21,982,525 14,325,052 9,981,576 Leasehold rent (Note J) 588,174 437,257 373,396 Real estate and other taxes 9,560,719 7,048,905 5,266,323 Interest expense 2,288,633 1,386,151 1,526,554 Depreciation and amortization 11,342,009 7,574,387 5,051,225 Provision for doubtful accounts 1,151,903 628,504 541,685 ____________ ____________ ____________ Total operating expenses 46,913,963 31,400,256 22,740,759 ____________ ____________ ____________ 54,040,552 44,908,514 41,951,455 Other Expenses: Administrative expenses 2,713,163 2,619,754 2,569,531 ____________ ____________ ____________ Income Before Gain on Sale of Properties and Securities: 51,327,389 42,288,760 39,381,924 Gain on sale of properties 459,792 --- 9,681,857 Gain on sale of securities, net 530,075 939,878 381,872 ____________ ____________ ____________ 989,867 939,878 10,063,729 ____________ ____________ ____________ Net Income $52,317,256 $ 43,228,638 $ 49,445,653 ============ ============ ============ Net Income Per Share (Note A) $ 1.06 $ .89 $ 1.08 ============ ============ ============ See notes to consolidated financial statements. NEW PLAN REALTY TRUST AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE YEARS ENDED JULY 31, 1994, 1993 and 1992 (Note H) Undistributed Number of Loans Receivable Net Income Shares of Shares of for the Purchase (Distribution Total Beneficial Beneficial of Shares of in Excess of Shareholders' Interest Interest Beneficial Interest Net Income) Equity ___________ ____________ ___________________ _____________ _____________ Balance at July 31, 1991 44,491,319 $442,028,171 ($1,714,587) ($3,107,328) $437,206,256 Net income 49,445,653 49,445,653 Distributions ($1.21 per share) (55,173,116) ($55,173,116) Sale of shares under Dividend Reinvestment Plan 413,549 8,318,254 8,318,254 Issuance of shares pursuant to a public offering 3,320,900 65,867,813 65,867,813 Repayment of loans receivable for purchase of shares 97,608 97,608 Loans receivable for the purchase of shares (1,444,127) (1,444,127) Stock options exercised 158,800 2,020,863 2,020,863 ___________ ____________ ____________ ____________ ____________ Balance at July 31, 1992 48,384,568 518,235,101 (3,061,106) (8,834,791) 506,339,204 Net income 43,228,638 43,228,638 Distributions ($1.275 per share) (61,962,544) (61,962,544) Sale of shares under Dividend Reinvestment Plan 508,356 11,742,180 11,742,180 Repayment of loans receivable for purchase of shares 619,321 619,321 Loans receivable for the purchase of shares (319,313) (319,313) Stock options exercised 63,640 923,442 923,442 ___________ ____________ ____________ ____________ ____________ Balance at July 31, 1993 48,956,564 530,900,723 (2,761,098) (27,568,697) 500,570,928 Net Income 52,317,256 52,317,256 Distributions ($1.315 per share) (64,692,967) (64,692,967) Sale of shares under Dividend 610,437 13,551,244 13,551,244 Reinvestment Plan Issuance of shares pursuant to 3,000,000 64,115,000 64,115,000 a public offering Repayment of loans receivable 288,522 288,522 for purchase of shares Loans receivable for the purchase of shares (1,157,845) (1,157,845) Stock options exercised 27,160 500,646 500,646 ___________ ____________ ____________ ____________ ____________ Balance at July 31, 1994 52,594,161 $609,067,613 ($ 3,630,421) ($39,944,408) $565,492,784 =========== ============ ============ ============ ============ See notes to consolidated financial statements. NEW PLAN REALTY TRUST AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED JULY 31, 1994, 1993 AND 1992 (NOTE N) 1994 1993 1992 _____________ _____________ ______________ OPERATING ACTIVITIES Net Income $52,317,256 $43,228,638 $ 49,445,653 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 11,342,009 7,574,387 5,051,225 63,659,265 50,803,025 54,496,878 Gain on sale of properties (459,792) -- (9,681,857) Gain on sale of securities, net (530,075) (939,878) (381,872) Changes in operating assets and liabilities, net Increase in trade and notes receivable (2,491,666) (1,545,491) (1,857,162) Decrease/(increase) in other receivables 288,014 (113,864) 685,903 Increase in allowance for doubtful accounts 105,500 704,200 597,800 Increase in other liabilities 1,444,619 1,001,889 731,639 Decrease/(increase) in net sundry assets and liabilities 54,594 (1,427,639) (393,368) ____________ ____________ ____________ NET CASH PROVIDED BY OPERATING ACTIVITIES 62,070,459 48,482,242 44,197,961 ____________ ____________ ____________ INVESTING ACTIVITIES Sales of marketable securities 43,524,412 26,308,833 82,257,803 Purchases of marketable securities (1,298,479) (31,080,426) (38,916,612) Net proceeds from the sale of properties 1,998,194 --- 2,532,094 Purchase and improvement of properties (219,541,405) (72,779,408) (120,867,225) Repayment of/(investment in) mortgage notes receivable 1,225,651 9,564,717 (2,886,940) ____________ ____________ ____________ NET CASH USED IN INVESTING ACTIVITIES (174,091,627) (67,986,284) (77,880,880) ____________ ____________ ____________ FINANCING ACTIVITIES Distributions to shareholders (64,692,967) (61,962,544) (55,173,116) Issuance of shares of beneficial interest pursuant to dividend reinvestment plan 13,551,244 11,742,180 8,318,254 Issuance of shares of beneficial interest pursuant to a public offering/private placement, net of loans receivable and offering costs 62,957,155 --- 65,177,436 Issuance of shares of beneficial interest upon exercise of stock options, net of loans receivable in 1993 and 1992 500,646 604,129 1,267,113 Proceeds from short-term borrowings 47,500,000 --- --- Repayment of short-term borrowings (40,000,000) --- --- Principal payments on mortgages (325,769) (993,671) (1,287,360) Repayment of mortgages (6,954,088) (5,238,360) (3,755,090) Redemption of debentures --- --- (970,000) Repayment of loans receivable for the purchase of shares of beneficial interest 288,522 619,321 97,608 ____________ ____________ ____________ NET CASH PROVIDED BY/(USED IN) FINANCING ACTIVITIES 12,824,743 (55,228,945) 13,674,845 ____________ ____________ ____________ DECREASE IN CASH AND CASH EQUIVALENTS (99,196,425) (74,732,987) (20,008,074) Cash and cash equivalents at beginning of year 102,312,407 177,045,394 197,053,468 ____________ ____________ ____________ CASH AND CASH EQUIVALENTS AT END OF YEAR $ 3,115,982 $102,312,407 $177,045,394 ============ ============ ============ See notes to consolidated financial statements. NEW PLAN REALTY TRUST AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 1994 Note A - Summary Of Significant Accounting Policies Organization And Income Taxes New Plan Realty Trust was organized July 31, 1972 as a Massachusetts Business Trust. New Plan Realty Trust and subsidiaries (the "Trust") has elected to be taxed as a Real Estate Investment Trust ("REIT") under the provisions of the Internal Revenue Code. Accordingly, the Trust does not pay Federal income tax on income as long as income distributed to shareholders is at least equal to real estate investment trust taxable income. Further, the Trust pays no Federal income tax on capital gains distributed to shareholders. The Trust may be subject to tax by certain states that do not recognize the REIT. These taxes have been included in real estate and other taxes. Basis of Consolidation The consolidated financial statements include the accounts of New Plan Realty Trust and its wholly owned qualified REIT subsidiaries. All significant intercompany transactions and balances have been eliminated. Real Estate Real estate is carried at cost less accumulated depreciation and amortization. For financial reporting purposes, depreciation is calculated on the straight-line method based on the estimated useful lives of the assets ranging from 5 to 40 years. Amortization is calculated on a straight-line basis over the shorter of the life of the lease or the estimated useful life of the asset. The Trust records sales when, among other criteria, the parties are bound by the terms of a contract, all consideration has been exchanged and all conditions precedent to closing have been performed. These conditions are usually met at the time of closing. The cost and related accumulated depreciation of assets sold are removed from the respective accounts and any gain or loss is recognized in income. Cash Equivalents Cash equivalents consist of short-term, highly liquid debt instruments with maturities of three months or less at the date of purchase. Items classified as cash equivalents include: a Eurodollar certificate of deposit, insured bank certificates of deposit and commercial paper. The carrying amount of cash equivalents approximates fair value due to the short-term maturities of these financial instruments. At times cash balances at a limited number of banks may exceed insurable amounts. The Trust believes it mitigates its risks by investing in or through major financial institutions. Recoverability of investments is dependent upon the performance of the issuer. Marketable Securities And Other Investments Equity securities are carried at the lower of cost or market while debt securities are carried at cost. In connection with the sale of marketable securities and other investments, the cost basis is determined by using a weighted average method. Sales are recorded at trade date. Revenue Recognition Lease agreements between the Trust and retail tenants generally provide for additional rentals based on such factors as percentage of tenants' sales in excess of specified volumes, increases in real estate taxes, increases in Consumer Price Indices and common area maintenance charges. These additional rentals are generally included in income when reported to the Trust or when billed to tenants. The Trust recognizes rental income from leases with scheduled rent increases on a straight-line basis over the lease term. Deferred rent receivable, included in trade and notes receivable, represents the difference between the straight-line rent and amounts currently due. Concentration of Credit Risk No tenant or single property accounts for more than 10% of the Trust's revenues. Net Income Per Share Net income per share is calculated using a weighted average number of shares outstanding during each year: 1994 - 49,501,984 shares; 1993 - 48,838,346 shares; 1992 - 45,970,728 shares. Note B - Marketable Securities The aggregate cost and market value of marketable securities at July 31 is as follows: 1994 1993 Cost Market Value Cost Market Value __________ ____________ ___________ ____________ Insured bank certificates of deposit $ 695,000 $ 695,000 $ 7,922,103 $ 7,922,103 Equity securities 977,061 1,908,789 1,150,728 2,170,014 Debt securities 4,620,535 3,876,972 38,915,331 38,371,538 __________ __________ ___________ ___________ $6,292,596 $6,480,761 $47,988,162 $48,463,655 ========== ========== =========== =========== At July 31, 1994, gross unrealized gains and gross unrealized losses were $932,897 and $744,732 respectively. The market value of marketable securities is based on quoted market prices as of July 31, 1994. The Financial Accounting Standards Board has issued Statement of Financial Accounting Standard 115, "Accounting for Certain Investments in Debt and Equity Securities" ("SFAS 115"), which is effective for fiscal years beginning after December 15, 1993. The Trust has analyzed the impact of the standard and does not believe SFAS 115 will have a significant effect on its financial statements. NEW PLAN REALTY TRUST AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 1994 Note C - Mortgages & Notes Receivable July 31, 1994 1993 10% purchase money first mortgage collateralized by a shopping center in Connellsville, Pennsylvania, due July 31, 1995 $6,200,000 $6,200,000 9.875% purchase money first mortgage collateralized by a shopping center in Whitesboro, New York, due July 25, 1996 4,610,000 4,610,000 9.375% purchase money first mortgage, collateralized by a shopping center in New City, New York, due July 27, 1997 10,350,000 10,350,000 12% leasehold mortgage collateralized by a tenant lease, principal and interest payable monthly, due June 1, 2011 953,743 970,327 10.5% second mortgage collateralized by a shopping center in Hartsdale, New York, due February 1, 1999 500,000 _ 9.5% purchase money first mortgage, collateralized by a shopping center in Hartsdale, New York, due January 18, 1994 - $ 2,005,000 11.5% note collateralized by a tenant lease, principal and interest payable monthly, due April 30, 2004 295,933 - ___________ ___________ $22,909,676 $24,135,327 =========== =========== The fair value of mortgages receivable collaterized by real property is estimated based on discounting the future cash flows at a year-end risk adjusted lending rate that the Trust would utilize for loans of similar risk and duration. The aggregate fair value of the mortgages receivable approximates the carrying value as of July 31, 1994 and 1993. The Financial Accounting Standards Board has issued Statement of Financial Accounting Standard 114, "Accounting by Creditors for Impairment of a Loan," which is effective for fiscal years beginning after December 15, 1994. The Trust has analyzed the impact of this standard and does not believe it will have an effect on its financial statements. NEW PLAN REALTY TRUST AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 1994 Note D - Other Receivables July 31, ________ 1994 1993 _________ _________ Interest and dividends $ 405,359 $ 964,130 Notes receivables 410,000 -- Due from officers, trustees and employees (1) 499,409 570,320 Miscellaneous receivables 313,599 381,931 __________ __________ $1,628,367 $1,916,381 ========== ========== (1) Amounts, which are interest bearing, are either due on demand or have scheduled maturities. Note E - Mortgages and Note Payable Mortgages are collateralized by real property with a carrying value of approximately $82,535,000 before accumulated depreciation and amortization. As of July 31, 1993, mortgages payable bear interest at rates ranging from 6.53% to 10.75%, having a weighted average rate of 9.4% per annum and mature from 1996 to 2001. Scheduled principal payments during each of the next five fiscal years and thereafter are approximately as follows: Year Ending July 31, Amount ____________________ ______ 1995 $ 329,309 1996 14,704,963 1997 304,263 1998 3,088,024 1999 375,555 ___________ Thereafter 9,257,953 Total $28,060,067 =========== The fair value of mortgages payable collateralized by real property is estimated based on discounting the future cash flows at a year-end borrowing rate which reflects the risk associated with mortgages of similar risk and duration. Certain other mortgages require the payment of interest only at a rate that follows certain short-term interest rate statistics such as treasury and prime rates and are therefore considered to be at fair value. The aggregate fair value of mortgages payable approximates the carrying value as of July 31, 1994. On December 30, 1993 the Trust entered into a 364 day unsecured revolving credit facility providing for borrowings of up to $65 million, of which $7.5 million was outstanding at July 31, 1994. At the time of borrowing the Trust can choose from three interest rate options and several repayment options varying from one to twelve months. At July 31, 1994, the interest rate on the outstanding note payable under the credit facility was 5.125%. There are restrictive covenants that place a ceiling on total indebtedness of the lesser of 50% of tangible net worth or $250,000,000, a ceiling on mortgage indebtedness of $105,000,000, a minimum interest coverage ratio of 2.5 to 1 and a minimum tangible net worth of $400,000,000. The fair value of the note payable to the bank under the credit facility approximates the carrying value as of July 31, 1994 as the rate on the credit facility is an adjustable market rate. The Trust has available approximately $1,008,000 of an unused letter of credit as of July 31, 1994. Interest costs capitalized for the years ended July 31, 1994 and 1993, were approximately $586,000 and $239,000, respectively. Interest paid for the years ended July 31, 1994, 1993 and 1992 was $2,875,000, $1,608,000 and $1,528,000, respectively. NEW PLAN REALTY TRUST AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 1994 Note F - Other Liabilities July 31, ________ 1994 1993 __________ __________ Construction costs payable $3,413,000 $2,253,822 Accounts payable 1,404,778 741,388 Real estate taxes payable 2,761,299 1,681,207 State and local taxes payable 2,232,311 1,776,079 Interest payable -- 12,995 Amounts due seller of property 157,433 175,695 Accrued costs associated with sale of shares of beneficial interest 311,742 -- Professional fees and costs 595,714 409,299 Deposits 550,000 -- Acquisition Costs 249,410 -- Other 1,782,793 1,574,863 Deferred rent expense 207,014 182,527 ___________ __________ $13,665,494 $8,807,875 =========== ========== Note G - Retirement Plan The Trust, effective August 1, 1989, implemented a Retirement Savings Plan (the "Savings Plan"). Participants in the Savings Plan may elect to contribute a portion of their earnings to the Savings Plan and the Trust may, at the discretion of the Board of Trustees, make a voluntary contribution to the Savings Plan. For the years ended July 31, 1994, 1993 and 1992, the Trust's contribution expense for the Savings Plan was $135,000, $123,000 and 87,000, respectively. Note H - Shares Of Beneficial Interest The Trust has a Dividend Reinvestment and Share Purchase Plan (the "Plan") whereby shareholders may invest cash distributions and make optional cash payments to purchase Shares of Beneficial Interest of the Trust without payment of any brokerage commission or service charge. The price per share of the additional shares to be purchased with invested cash distributions is the midpoint between the day's high and low sales prices on the New York Stock Exchange, less 5%. The Trust has made loans to officers, trustees and employees for the purpose of purchasing its Shares of Beneficial Interest. These loans are demand and term notes bearing interest at rates ranging from 5.0% to 9.75%. Interest is payable quarterly. Note I - Stock Option Plans 1985 Incentive Stock Option Plan Pursuant to the 1985 Incentive Stock Option Plan (the "1985 Plan") options to purchase up to 450,000 Shares of Beneficial Interest may be granted to officers and key employees. The exercise price shall not be less than the fair market value of the shares on the date of grant of the option. Options will expire seven years from the date of grant. Options may only be granted within ten years of the date of the adoption of the Plan (i.e., by September 26, 1995). Options are not exercisable until one year from the date of grant, and thereafter are exercisable only as a percentage of the total number of shares covered by the option which begins at 20% during the second year and increases by 20% per year thereafter. The 1985 Plan is administered by a Stock Option Committee appointed by the Board of Trustees. 1991 Stock Option Plan Pursuant to the 1991 Incentive Stock Option Plan (the "1991 Plan") options to purchase up to 1,000,000 Shares of Beneficial Interest may be granted to officers and key employees. The exercise price shall not be less than the fair market value of the shares on the date of grant of the option. Options will expire seven years from the date of grant. Options may only be granted within ten years of the date of the adoption of the 1991 Plan (i.e., by September 5, 2001). Options are not exercisable until one year from the date of grant, and thereafter are exercisable only as a percentage of the total number of shares covered by the option which begins at 20% during the second year and increases by 20% per year thereafter. The 1991 Plan is administered by a Stock Option Committee appointed by the Board of Trustees. Non-Qualified Stock Option Plan Pursuant to the Non-Qualified Stock Option Plan, the Trust granted options to purchase shares. Options are not exercisable until one year from the date of grant, and thereafter are exercisable 20% during the second year and increase by 20% per year thereafter. Other terms are similar to the terms of the 1985 Plan. The Trust no longer issues options to purchase Shares of Beneficial Interest from the Non-Qualified Stock Option Plan (the "Non-Qualified Plan"). March 1991 Stock Option Plan Pursuant to the March 1991 Stock Option Plan (the "March 1991 Plan") two options for 650,000 Shares of Beneficial Interest each were granted to Mr. William Newman and Mr. Arnold Laubich. The grant of the two options, totaling 1,300,000 shares, was approved by the Board of Trustees on December 5, 1991. The exercise price shall not be less than the fair market value of the shares on the date of grant of the option. The two stock options are not exercisable during the first two years. Thereafter 30% of the shares will vest and may be purchased during the third year with the available shares vesting 10% per year thereafter. The following table shows the activity and balances for each stock option plan. March Non- 1991 1991 1985 Plan Qualified Plan Plan Plan ________ ______________ _____ ____ Outstanding, July 31, 1991 105,200 157,800 -- Exercised (42,500) (116,300) Cancelled (3,000) Granted 240,800 3,200 1,300,000 ________ _______ _________ Outstanding July 31, 1992 300,500 44,700 1,300,000 Exercised (30,240) (33,400) Cancelled (35,600) Granted 100,000 5,000 ________ _______ _________ Outstanding July 31, 1993 334,660 16,300 1,300,000 Exercised (15,860) (11,300) Cancelled (37,800) (3,000) Granted 64,500 182,000 ________ _______ _________ _______ Outstanding July 31, 1994 345,500 5,000 1,300,000 179,000 ======== ======= ========= ======= Options exercisable at July 31, 1994 43,944 1,000 520,000 - Average outstanding option price which is the market price of the shares on the dates of grant $21.79 $21.88 $18.88 $21.87 Average price of options exercised during fiscal 1994 $19.81 $16.50 - - Note J - Lease Agreements The Trust has entered into leases, as lessee, in connection with ground leases for shopping centers which it operates, an office building which it sublets and administrative office space for the Trust. These leases are accounted for as operating leases. The minimum annual rental commitments during the next five fiscal years and thereafter are approximately as follows: Year Ending July 31, Amount ____________________ ______ 1995 $ 958,000 1996 907,000 1997 804,000 1998 803,000 1999 769,000 Thereafter 18,496,000 ___________ Total $22,737,000 =========== For the years ended July 31, 1994, 1993 and 1992, the lease for office space included contingent rentals for real estate tax escalations and operating expense increases of $105,000, $96,000 and $61,000, respectively. In addition, one ground lease has fixed rent escalations every four years and two ground leases have renewal options. Note K - Rental Income Under Operating Leases Minimum future rentals to be received during the next five fiscal years and thereafter with initial or remaining noncancelable lease terms in excess of one year are approximately as follows: Year Ending July 31, Amount ____________________ ______ 1995 $68,784,000 1996 61,750,000 1997 56,065,000 1998 49,806,000 1999 41,451,000 Thereafter 249,319,000 ____________ Total $527,175,000 ============ The above table 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. Contingent rentals included in income for the years ended July 31, 1994, 1993 and 1992 amounted to approximately $15,684,000, $10,775,000 and $8,945,000, respectively. Note L - Pro Forma Financial Information (Unaudited) The Trust acquired 15 shopping centers, three factory outlets and seven apartment complexes during the year ended July 31, 1994. The pro forma financial information shown below is based on the historical statements of the Trust after giving effect to the acquisitions as if such acquisitions took place on August 1, 1992. The approximately $209,000,000 aggregate acquisition cost included existing mortgages and $196,500,000 in cash. The pro forma financial information is presented for informational purposes only and may not be indicative of results that would have actually occurred if the acquisitions had been in effect at August 1, 1992. Also, they may not be indicative of the results that may be achieved in the future. July 31, 1994 1993 ______________________________________________________ Pro forma total revenues $107,313,000 $99,479,000 Pro forma net income $ 53,355,000 $50,598,000 Pro forma earnings per share $ 1.08 $ 1.04 ______________________________________________________ Note M - Quarterly Financial Information (Unaudited) (Amounts In Thousands, Except Share Data) Income Before Gain on Sale Earnings Year Ended of Property Net Per July 31, Revenues and Securities Income Share _______________________________________________________________ 1994 ____ First $21,904 $ 11,570 $12,064 $.25 Second 24,862 12,445 12,941 .26 Third 26,287 13,138 13,138 .27 Fourth 27,902 14,174 14,174 .28 1993 ____ First $18,127 $10,413 $10,415 $.22 Second 18,348 10,378 10,678 .22 Third 19,721 10,571 11,202 .23 Fourth 20,113 10,927 10,934 .22 Note N - Supplemental Cash Flow Information The Trust entered into the following non-cash investing and financing activities for the years ended July 31,: 1994 1993 ____ ____ Mortgages payable assumed in the acquisition of shopping centers $12,019,000 $12,059,000 Increase in loans receivable in connection with the issuance of Shares of Beneficial Interest 1,158,000 319,000 Construction costs payable for the expansion of a shopping center 3,413,000 2,254,000 State and local income taxes paid for the years ended July 31, 1994, 1993 and 1992 were $152,000, $169,000 and $123,000, respectively. Note O - Subsequent Events Subsequent to July 31, 1994 the Trust purchased a shopping center containing an aggregate of 102,000 gross rentable square feet and an apartment complex containing 164 units. The newly acquired properties are located in Ohio and New Jersey. The aggregate purchase price for the properties was approximately $13,300,000 in cash. On August 29, 1994 the Trustees declared a cash distribution to shareholders of record as of September 15, 1994 in the amount of $.335 ($17,619,000) per share payable on October 4, 1994. In September 1994 the $65 million revolving credit facility (Note E) was increased to $100 million. NEW PLAN REALTY TRUST AND SUBSIDIARIES SCHEDULE II - AMOUNTS RECEIVABLE FROM RELATED PARTIES AND UNDERWRITERS, PROMOTERS AND EMPLOYEES OTHER THAN RELATED PARTIES Deductions _______________________ Balance at Balance at Amounts Amounts Balance at Name of Debtor July 31, 1992 July 31, 1993 Additions collected written off July 31, 1994(A) _____________ _____________ _________ _________ ____________ _____________ Joseph Bosco (1) $52,786 $136,786 $136,786 Leonard Cancell (2) 382,754 236,191 $113,750 349,941 Joel Crystal (3) 103,669 103,669 20,475 124,144 Steven Kaufman (4) 276,488 252,488 252,488 William Kirshenbaum (5) 416,985 416,985 68,250 485,235 Irwin Kwartler (6) 92,408 92,408 113,750 206,158 Arnold Laubich (7) 485,000 585,000 10,000 575,000 Gloria Maruffi (8) 284,674 284,674 284,674 David Ozerkis (9) - - 113,750 113,750 Steven Siegel (10) 9,506 9,506 102,375 111,881 James Steuterman (11) 310,420 341,130 341,130 Dean Bernstein (12) 179,675 179,675 179,675 David Friedman 105,311 105,311 105,311 - (A) Included in balance sheet captions - Other receivables and Loans receivable for the purchase of beneficial interest. ________________________ FOOTNOTES NEW PLAN REALTY TRUST AND SUBSIDIARIES SCHEDULE II (continued) AMOUNTS RECEIVABLE FROM RELATED PARTIES AND UNDERWRITERS, PROMOTERS AND EMPLOYEES OTHER THAN RELATED PARTIES Name of Debtor Interest Rate Due Date Loan Amount Collateral (A) ______________ _____________ ________ ___________ ______________ (1) Joseph Bosco 8.000% Demand 9,000 8.375% Demand 17,000 5.000% Demand 8,505 5.000% July 1, 1996 8,775 5.000% July 1, 1997 9,506 6.000% Demand 84,000 _______ Total loan outstanding Joseph Bosco 136,786 ======= (2) Leonard Cancell 6.000% Demand 77,566 5.000% Demand 70,875 5.000% July 1, 1996 87,750 5.000% Demand 113,750 _______ Total loan outstanding Leonard Cancell 349,941 ======= (3) Joel Crystal 5.000% Demand 28,350 5.000% July 1, 1996 8,775 5.000% July 1, 1997 66,544 5.000% Demand 20,475 _______ Total loan outstanding Joel Crystal 124,144 ======= (4) Steven Kaufman 5.000% July 1, 1996 61,425 5.000% July 1, 1997 95,063 6.000% Demand 84,000 6.000% Demand 12,000 _______ Total loan outstanding Steven Kaufman 252,488 ======= (5) William Kirshenbaum 5.000% July 1, 1996 58,494 5.000% July 1, 1996 8,775 5.000% Demand 48,343 8.375% Demand 8,500 8.375% Demand 8,500 5.000% July 1, 1996 17,550 5.000% July 1, 1996 96,823 5.000% Demand 68,250 6.000% January 1, 1997 170,000 A Condominium Unit _______ Total loan outstanding William Kirshenbaum 485,235 ======= (6) Irwin Kwartler 5.000% Demand 83,633 5.000% July 1, 1996 8,775 5.000% Demand 113,750 _______ Total loan outstanding Irwin Kwartler 206,158 ======= (7) Arnold Laubich 6.000% December 31, 1994 475,000 5.000% Demand 100,000 _______ Total loan outstanding Arnold Laubich 575,000 ======= (8) Gloria Maruffi 6.000% Demand 14,960 8.000% Demand 6,750 9.750% Demand 19,000 8.375% Demand 17,000 5.000% Demand 70,875 5.000% July 1, 1996 17,550 6.000% March 20, 1997 82,250 7.000% Demand 56,289 _______ A Cooperative Apartment Total loan outstanding Gloria Maruffi 284,674 ======= (9) David Ozerkis 5.000% Demand 113,750 _______ Total loan outstanding David Ozerkis 113,750 ======= (10) Steven Siegel 5.000% July 1, 1997 9,506 5.000% Demand 102,375 _______ Total loan outstanding Steven Siegel 111,881 ======= (11) James Steuterman 5.000% Demand 68,040 5.000% July 1, 1996 175,500 6.000% Demand 51,960 5.000% July 1, 1997 45,630 _______ Total loan outstanding James Steuterman 341,130 ======= (12) Dean and Debra Bernstein 5.000% July 1, 1997 95,062 8.000% Demand 18,000 8.375% Demand 17,000 5.000% Demand 49,613 _______ Total loan outstanding Dean and Debra Bernstein 179,675 ======= (A) Loans are unsecured except as specifically noted. NEW PLAN REALTY TRUST AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS SCHEDULE VIII Additions ________________________ Balance at Charged Credited Balance Beginning to Costs to Other at End Description of Period and Expenses Revenues Deductions of Period ___________ _________ ____________ ________ __________ __________ Year Ended July 31, 1994 Allowance for $2,226,000 $1,149,452 -- $1,043,952(1) $2,331,500 doubtful accounts Year Ended July 31, 1993 Allowance for $1,521,800 $985,713 -- $ 281,513(1) $2,226,000 doubtful accounts Year Ended July 31, 1992 Allowance for $ 924,000 $733,376 -- $ 135,576(1) $1,521,800 doubtful accounts _____________________ (1) Trade receivables charged to the reserve. NEW PLAN REALTY TRUST AND SUBSIDIARIES SCHEDULE IX SHORT-TERM BORROWINGS COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F ________ ________ ________ ________ ________ ________ Weighted Average Amount Weighted Average Average Maximum Amount Outstanding During Interest Rate During Interest Rate Outstanding During the Period the Period Category Balance at July 31, At Year End the Period (1) (2) ________ ___________________ _____________ __________________ __________________ ____________________ Bank Borrowings 1994 - $7,500,000 5.125% $40,000,000 $8,808,000 4.8% Bank Borrowings 1993 - 0 Bank Borrowings 1992 - 0 (1) Calculated based on the weighted average outstanding balance for the year ended July 31, 1994. (2) Calculated based on the ratio of the interest paid and the average outstanding balance of the loans. NEW PLAN REALTY TRUST SUPPLEMENTARY INCOME STATEMENT INFORMATION SCHEDULE X COLUMN A COLUMN B Item Charged to Cost and Expenses Year Ended July 31, 1994 1993 1992 1. Maintenance and Repairs 3,103,292 $1,947,992 $1,295,906 2. Depreciation and amort- ization of intangible assets, preoperating costs and similar deferrals (a) 3. Taxes, other than payroll and income taxes: Real estate 8,821,700 6,556,112 4,947,739 4. Royalties (a) 5. Advertising costs 2,231,725 840,331 219,494 ______________________________ (a) Not included since such costs and expenses are not applicable or did not exceed 1% of total revenues. NEW PLAN REALTY TRUST AND SUBSIDIARIES SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION July 31, 1994 COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E ____________ ____________ _________________________ _________________ ______________________________________ Cost Capitalized Gross Amount at Initial Cost Subsequent to Which Carried at to Company Acquisition Close of the Period __________________________ _________________ ______________________________________ Building & Building & Description Encumbrances Land Improvements Improvements Land Improvements Total(1) ___________ ____________ ___________ ____________ ____________ __________ ____________ ___________ Apartments ************************** BRECKENRIDGE APTS $604,487 $2,411,462 $82,054 $604,487 $2,493,516 $3,098,003 BIRMINGHAM AL COURTS AT WILDWOOD $2,750,000 1,119,320 4,477,301 175,373 1,119,320 4,652,674 5,771,994 BIRMINGHAM AL DEVONSHIRE PLACE 1,245,728 4,982,914 805,934 1,245,728 5,788,848 7,034,576 BIRMINGHAM AL MAYFAIR APARTMENTS 240,000 962,217 389,964 240,000 1,352,181 1,592,181 DOVER DE RODNEY APARTMENTS 769,188 1,612,614 1,029,356 769,188 2,641,970 3,411,158 DOVER DE LAKE APARTMENTS 833,000 1,822,039 1,617,077 833,000 3,439,116 4,272,116 LAKE PARK FL JAMESTOWN APARTMENTS 518,646 2,075,236 469,858 518,646 2,545,094 3,063,740 LEXINGTON KY CHARLESTOWN @ DOUGLASS HILLS 1,306,230 5,224,914 42,907 1,306,230 5,267,821 6,574,051 LOUISVILLE KY LA FONTENAY APARTMENTS 1,176,550 4,706,200 435,879 1,176,550 5,142,079 6,318,629 LOUISVILLE KY POPLAR LEVEL APARTMENTS 284,793 1,139,174 41,057 284,793 1,180,231 1,465,024 LOUISVILLE KY MEADOW EAST APARTMENTS 86,407 1,467,282 361,970 86,407 1,829,252 1,915,659 POTSDAM NY MOHAWK GARDEN APARTMENTS 163,235 1,135,660 1,543,638 163,235 2,679,298 2,842,533 ROME NY CHESTERFIELD APARTMENTS 179,109 1,449,156 273,510 179,109 1,722,666 1,901,775 MAUMEE OH SEDGEFIELD APARTMENTS 1,550,734 6,202,936 1,550,734 6,202,936 7,753,670 FLORENCE SC HICKORY LAKE APARTMENTS 1,369,251 5,477,004 102,933 1,369,251 5,579,937 6,949,188 ANTIOCH TN ASHFORD PLACE APARTMENTS 1,150,270 4,601,080 315,960 1,150,270 4,917,040 6,067,310 CLARKSVILLE TN CEDAR VILLAGE APARTMENTS 806,355 3,222,926 806,355 3,222,926 4,029,281 CLARKSVILLE TN PADDOCK PLACE APARTMENTS 1,358,400 5,431,164 1,358,400 5,431,164 6,789,564 CLARKSVILLE TN THE PINES APARTMENTS 918,769 3,672,636 918,769 3,672,636 4,591,405 CLARKSVILLE TN Development ************************** JACKSON FACTORY OUTLET CENTER 302,635 29,668 302,635 29,668 332,303 JACKSON TOWNSHIP NJ Factory Outlets ************************** BARSTOW FACTORY OUTLET 10,682,310 5,730,337 22,921,349 4,513,413 5,730,337 27,434,762 33,165,099 BARSTOW CA ST AUGUSTINE OUTLET CENTER 113,946 4,488,742 14,426,139 6,632,466 4,488,742 21,058,605 25,547,347 ST AUGUSTINE FL BRANSON FACTORY OUTLET 17,669 22,290,120 4,110,793 17,669 26,400,913 26,418,582 BRANSON MO OSAGE FACTORY OUTLET VILLAGE 6,978,714 27,265,848 5,346,710 6,978,714 32,612,558 39,591,272 OSAGE BEACH MO FT CHISWELL FACTORY OUTLET 411,023 1,644,017 629,259 411,023 2,273,276 2,684,299 MAX MEADOWS VA Office Building ************************** INSTITUTE FOR DEFENSE ANALYSES 1,389,460 1,389,460 1,389,460 PRINCETON NJ Shopping Centers ************************** DOVERAMA @ RODNEY VILLAGE 50,755 311,781 50,755 311,781 362,536 DOVER DE RODNEY VILLAGE 1,202,551 2,082,918 1,714,826 1,202,551 3,797,744 5,000,295 DOVER DE ALBANY PLAZA 696,447 2,785,786 696,447 2,785,786 3,482,233 ALBANY GA SOUTHGATE PLAZA - ALBANY 231,517 970,811 6,692 231,517 977,503 1,209,020 ALBANY GA EASTGATE PLAZA - AMERICUS 221,637 1,036,331 8,970 221,637 1,045,301 1,266,938 AMERICUS GA PERLIS PLAZA 774,966 5,301,644 35,863 774,966 5,337,507 6,112,473 AMERICUS GA ROGERS PLAZA 291,014 688,590 26,116 291,014 714,706 1,005,720 ASHBURN GA CORDELE SQUARE 864,335 3,457,337 126,544 864,335 3,583,881 4,448,216 CORDELE GA MR B'S 166,047 154,140 6,718 166,047 160,858 326,905 CORDELE GA SOUTHGATE PLAZA - CORDELE 202,682 958,998 16,841 202,682 975,839 1,178,521 CORDELE GA HABERSHAM VILLAGE 4,604,436 1,301,643 4,340,422 1,301,643 4,340,422 5,642,065 CORNELIA GA WESTGATE - DUBLIN 699,174 5,834,809 43,371 699,174 5,878,180 6,577,354 DUBLIN GA VICTORY SQUARE 1,206,181 4,824,725 35,818 1,206,181 4,860,543 6,066,724 SAVANAH GA TIFT-TOWN 271,444 1,325,238 40,184 271,444 1,365,422 1,636,866 TIFTON GA WESTGATE - TIFTON 156,269 304,704 156,269 304,704 460,973 TIFTON GA COLUMBUS CENTER 1,196,269 3,608,315 983,629 1,196,269 4,591,944 5,788,213 COLUMBUS IN JASPER MANOR 1,319,937 7,110,063 10,140 1,319,937 7,120,203 8,440,140 JASPER IN TOWN FAIR SHOPPING CENTER 1,104,876 3,759,503 10,000 1,104,876 3,769,503 4,874,379 PRINCETON IN WABASH CROSSING 1,614,878 6,459,511 1,614,878 6,459,511 8,074,389 WABASH IN JACKSON VILLAGE 284,815 3,115,586 103,937 284,815 3,219,523 3,504,338 JACKSON KY J TOWN CENTER 1,331,074 4,121,997 463,576 1,331,074 4,585,573 5,916,647 JEFFERSONTOWN KY CHINOE VILLAGE 505,077 2,020,307 51,335 505,077 2,071,642 2,576,719 LEXINGTON KY NEW LOUISA PLAZA 469,014 1,998,752 161,682 469,014 2,160,434 2,629,448 LOUISA KY PICCADILLY SQUARE 355,000 1,588,409 188,149 355,000 1,776,558 2,131,558 LOUISVILLE KY EASTGATE SHOPPING CENTER 1,945,679 7,782,717 36,040 1,945,679 7,818,757 9,764,436 MIDDLETOWN KY SHOPPING CENTER - SALISBURY 312,650 1,833,330 30,946 312,650 1,864,276 2,176,926 SALISBURY MD WASHTENAW FOUNTAIN PLAZA 1,530,281 6,121,123 26,379 1,530,281 6,147,502 7,677,783 YPSILANTI MI SHOPPING CENTER - GOLDSBORO 181,998 1,014,433 26,713 181,998 1,041,146 1,223,144 GOLDSBORO NC SHOPPING CENTER - GREENVILLE 40,065 225,958 40,065 225,958 266,023 GREENVILLE NC SHOPPING CENTER - LUMBERTON 280,000 1,564,172 92,692 280,000 1,656,864 1,936,864 LUMBERTON NC SHOPPING CENTER - NEW BERN 285,000 1,593,832 285,000 1,593,832 1,878,832 NEW BERN NC SHOPPING CENTER - WILSON 315,000 1,780,370 31,120 315,000 1,811,490 2,126,490 WILSON NC LAUREL SQUARE 3,261,701 9,283,302 275,214 3,261,701 9,558,516 12,820,217 BRICKTOWN NJ HAMILTON PLAZA 1,124,415 4,497,658 9,050 1,124,415 4,506,708 5,631,123 HAMILTON NJ MIDDLETOWN PLAZA 1,204,830 1,479,487 3,482,244 1,204,830 4,961,731 6,166,561 MIDDLETOWN NJ UNIVERSITY MALL 115,079 1,009,902 640,172 115,079 1,650,074 1,765,153 CANTON NY CORTLANDVILLE 236,846 1,439,000 175,112 236,846 1,614,112 1,850,958 CORTLAND NY KMART PLAZA 942,257 3,769,027 8,689 942,257 3,777,716 4,719,973 DEWITT NY D & F PLAZA 730,512 2,156,542 785,709 730,512 2,942,251 3,672,763 DUNKIRK NY SHOPPING CENTER - ELMIRA 110,116 891,205 110,116 891,205 1,001,321 ELMIRA NY PYRAMID MALL 2,175,221 8,700,884 16,499 2,175,221 8,717,383 10,892,604 GENEVA NY SHOPPING CENTER - GLOVERSVILLE 139,429 524,517 93,523 139,429 618,040 757,469 GLOVERSVILLE NY MCKINLEY PLAZA 1,246,680 4,986,720 82,607 1,246,680 5,069,327 6,316,007 HAMBURG NY CAYUGA PLAZA 1,397,708 5,591,832 203,093 1,397,708 5,794,925 7,192,633 ITHACA NY SHOPS @ SENECA MALL 1,545,838 6,183,353 55,314 1,545,838 6,238,667 7,784,505 LIVERPOOL NY TRANSIT ROAD PLAZA 424,634 1,698,537 424,634 1,698,537 2,123,171 LOCKPORT NY SHOPPING CENTER - MARCY 400,000 2,231,817 94,207 400,000 2,326,024 2,726,024 MARCY NY ROCKLAND PLAZA 3,990,842 3,570,410 4,811,073 3,990,842 8,381,483 12,372,325 NANUET NY SOUTH 508,013 1,051,638 1,482,900 508,013 2,534,538 3,042,551 NORWICH NY WESTGATE PLAZA - ONEONTA 142,821 1,192,103 236,325 142,821 1,428,428 1,571,249 ONEONTA NY OSWEGO PLAZA 250,000 1,168,027 1,770,000 250,000 2,938,027 3,188,027 OSWEGO NY MOHAWK ACRES 241,606 1,268,890 1,299,091 241,606 2,567,981 2,809,587 ROME NY MONTGOMERY WARD 93,341 483,405 231,438 93,341 714,843 808,184 ROME NY PRICE CHOPPER PLAZA 933,792 3,735,170 933,792 3,735,170 4,668,962 ROME NY WESTGATE MANOR PLAZA - ROME 77,208 391,982 300,942 77,208 692,924 770,132 ROME NY NORTHLAND 14,448 255,557 320,673 14,448 576,230 590,678 WATERTOWN NY HARBOR PLAZA 388,997 1,456,108 388,997 1,456,108 1,845,105 ASHTABULA OH BELPRE PLAZA 2,066,121 29,051 2,095,172 2,095,172 BELPRE OH SOUTHWOOD PLAZA 707,073 1,537,519 309,470 707,073 1,846,989 2,554,062 BOWLING GREEN OH BRENTWOOD PLAZA 2,050,969 8,208,875 23,890 2,050,969 8,232,765 10,283,734 CINCINNATI OH WESTERN VILLAGE SHOPPING CENTER 1,321,484 5,290,935 1,321,484 5,290,935 6,612,419 CINCINNATI OH SOUTH TOWNE CENTRE 4,737,368 9,636,943 373,943 4,737,368 10,010,886 14,748,254 DAYTON OH HERITAGE SQUARE 1,749,182 6,999,927 50,160 1,749,182 7,050,087 8,799,269 DOVER OH FAIRFIELD MALL 1,287,649 1,685,919 58,360 1,287,649 1,744,279 3,031,928 FAIRFIELD OH SILVER BRIDGE PLAZA 919,022 3,197,673 847,780 919,022 4,045,453 4,964,475 GALLIPOLIS OH SHOPPING CENTER - GENOA 600,375 96,001 1,016,349 96,001 1,016,349 1,112,350 GENOA OH PARKWAY PLAZA 950,667 2,069,921 165,985 950,667 2,235,906 3,186,573 MAUMEE OH SHOPPING CENTER - MILLERSBURG 125,296 611,180 12,025 125,296 623,205 748,501 MILLERSBURG OH NEW BOSTON SHOPPING CENTER 9,309,000 2,102,371 9,176,918 16,438 2,102,371 9,193,356 11,295,727 NEW BOSTON OH MARKET PLACE 597,923 3,738,164 103,722 597,923 3,841,886 4,439,809 PIQUA OH CENTRAL AVE MARKET PLACE 1,046,480 1,769,207 255,859 1,046,480 2,025,066 3,071,546 TOLEDO OH SHOPPING CENTER - ANNVILLE 190,000 1,048,126 173,735 190,000 1,221,861 1,411,861 ANNVILLE PA SHOPPING CENTER - HANOVER 235,000 1,331,329 120,433 235,000 1,451,762 1,686,762 HANOVER PA STONE MILL PLAZA 1,407,975 5,631,901 1,407,975 5,631,901 7,039,876 LANCASTER PA CROSSROADS PLAZA 384,882 1,040,668 190,431 384,882 1,231,099 1,615,981 MT. PLEASANT PA JOHN WANAMAKER 605,607 3,923,050 605,607 3,923,050 4,528,657 PHILADELPHIA PA ROOSEVELT MALL ANNEX 159,703 91,798 1,063,120 159,703 1,154,918 1,314,621 442,498 PHILADELPHIA PA ROOSEVELT MALL NE 2,602,635 5,325,035 7,927,670 7,927,670 PHILADELPHIA PA NORTHLAND CENTER 1,198,947 4,824,500 8,065 1,198,947 4,832,565 6,031,512 STATE COLLEGE PA CONGRESS CROSSING 1,098,351 6,747,013 1,098,351 6,747,013 7,845,364 ATHENS TN GREENEVILLE COMMONS 1,075,200 7,884,800 3,700 1,075,200 7,888,500 8,963,700 GREENEVILLE TN KINGS GIANT SHOPPING CENTER 2,500,633 141,737 2,642,370 2,642,370 KINGSPORT TN GEORGETOWN SQUARE 1,166,924 4,667,698 1,166,924 4,667,698 5,834,622 MURFREESBORO TN SHOPPING CENTER - COLONIAL HTS 290,000 792,441 290,000 792,441 1,082,441 COLONIAL HEIGHTS VA SHOPPING CENTER - HARRISONBURG 260,000 1,379,112 260,000 1,379,112 1,639,112 HARRISONBURG VA HANOVER SQUARE SHOPPING CENTER 1,778,701 7,114,805 73,267 1,778,701 7,188,072 8,966,773 MECHANICSVILLE VA VICTORIAN SQUARE 3,548,003 14,192,011 5,595 3,548,003 14,197,606 17,745,609 MIDLOTHIAN VA SHOPPING CENTER - SPOTSYLVANIA 250,000 1,363,880 104,128 250,000 1,468,008 1,718,008 SPOTSYLVANIA VA RIDGEVIEW CENTRE 2,707,679 4,417,792 463,119 2,707,679 4,880,911 7,588,590 WISE VA MOUNDSVILLE PLAZA 228,283 1,989,798 1,332,527 228,283 3,322,325 3,550,608 MOUNDSVILLE WV GRAND CENTRAL PLAZA 4,471,461 4,471,461 4,471,461 PARKERSBURG WV KMART PLAZA 664,121 2,656,483 35,900 664,121 2,692,383 3,356,504 VIENNA WV Vacant Land ************************** 1 NORTH CENTRAL AVENUE 15,728 15,728 15,728 HARTSDALE NY ___________ ____________ ____________ ____________ ____________ ____________ ____________ $28,060,067 $111,670,790 $448,782,118 $ 60,889,410 $111,670,790 $509,671,528 $621,342,318 =========== ============ ============ ============ ============ ============ ============ (1) Aggregate cost is the same for Federal income tax purposes NEW PLAN REALTY TRUST AND SUBSIDIARIES SCHEDULE XI (Continued) - REAL ESTATE AND ACCUMULATED DEPRECIATION July 31, 1994 COLUMN A COLUMN F COLUMN G COLUMN H COLUMN I ____________ ____________ ____________ ___________ ________________ Life on Which Depreciation Accumulated Date of Date In Latest Description Depreciation Construction Acquired Income Statement ___________ ____________ _____________ ____________ ________________ Apartments ************************** BRECKENRIDGE APTS $156,229 1979 Feb 92 5-40 Years BIRMINGHAM AL COURTS AT WILDWOOD 119,523 1969 Jul 93 5-40 Years BIRMINGHAM AL DEVONSHIRE PLACE 336,124 1971 Feb 92 5-40 Years BIRMINGHAM AL MAYFAIR APARTMENTS 610,228 1971 Jan 81 5-40 Years DOVER DE RODNEY APARTMENTS 1,985,331 1963-1965 Jan 69 5-40 Years DOVER DE LAKE APARTMENTS 1,905,496 1965 Feb 76 5-40 Years LAKE PARK FL JAMESTOWN APARTMENTS 220,528 1967 Sep 91 5-40 Years LEXINGTON KY CHARLESTOWN @ DOUGLASS HILLS 116,005 1974 Sep 93 5-40 Years LOUISVILLE KY LA FONTENAY APARTMENTS 261,427 1970 Jul 92 5-40 Years LOUISVILLE KY POPLAR LEVEL APARTMENTS 107,877 1974 Jan 91 5-40 Years LOUISVILLE KY MEADOW EAST APARTMENTS 488,767 1964-1971 Sep 83 5-40 Years POTSDAM NY MOHAWK GARDEN APARTMENTS 763,711 1947 Nov 85 5-40 Years ROME NY CHESTERFIELD APARTMENTS 141,243 1979-1984 Feb 91 6-40 Years MAUMEE OH SEDGEFIELD APARTMENTS 7,164 1972,74,79 Jul 94 40 Years FLORENCE SC HICKORY LAKE APARTMENTS 88,392 1974 Dec 93 5-40 Years ANTIOCH TN ASHFORD PLACE APARTMENTS 94,177 1972-1974 Oct 93 5-40 Years CLARKSVILLE TN CEDAR VILLAGE APARTMENTS 1982 Jul 94 40 Years CLARKSVILLE TN PADDOCK PLACE APARTMENTS 1989 Jul 94 40 Years CLARKSVILLE TN THE PINES APARTMENTS 1986 Jul 94 40 Years CLARKSVILLE TN Development ************************** JACKSON FACTORY OUTLET CENTER JACKSON TOWNSHIP NJ Factory Outlets ************************** BARSTOW FACTORY OUTLET 409,214 1989 Nov 93 5-40 Years BARSTOW CA ST AUGUSTINE OUTLET CENTER 958,494 1991 Mar 92 5-40 Years ST AUGUSTINE FL BRANSON FACTORY OUTLET 396,327 1988 Nov 93 40 Years BRANSON MO OSAGE FACTORY OUTLET VILLAGE 954,592 1987 Jan 93 3-40 Years OSAGE BEACH MO FT CHISWELL FACTORY OUTLET 55,772 1989 Nov 93 3-40 Years MAX MEADOWS VA Office Building ************************** INSTITUTE FOR DEFENSE ANALYSES 532,608 1982 May 74 10-35 Years PRINCETON NJ Shopping Centers ************************** DOVERAMA @ RODNEY VILLAGE 44,522 1969 Oct 88 40 Years DOVER DE RODNEY VILLAGE 2,845,343 1959 Jan 69 5-40 Years DOVER DE ALBANY PLAZA 14,762 1968 May 94 40 Years ALBANY GA SOUTHGATE PLAZA - ALBANY 98,633 1969 Jul 90 40 Years ALBANY GA EASTGATE PLAZA - AMERICUS 105,039 1980 Jul 90 40 Years AMERICUS GA PERLIS PLAZA 541,326 1972 Jul 90 4-40 Years AMERICUS GA ROGERS PLAZA 74,499 1974 Jul 90 5-40 Years ASHBURN GA CORDELE SQUARE 376,293 1968 Jul 90 3-40 Years CORDELE GA MR B'S 16,547 1968 Jul 90 2-40 Years CORDELE GA SOUTHGATE PLAZA - CORDELE 97,509 1969 Jul 90 40 Years CORDELE GA HABERSHAM VILLAGE 240,021 1985 May 92 40 Years CORNELIA GA WESTGATE - DUBLIN 591,636 1974 Jul 90 20-40 Years DUBLIN GA VICTORY SQUARE 247,809 1986 Jul 92 20-40 Years SAVANAH GA TIFT-TOWN 137,266 1965 Jul 90 10-40 Years TIFTON GA WESTGATE - TIFTON 30,820 1980 Jul 90 40 Years TIFTON GA COLUMBUS CENTER 659,833 1964 Dec 88 3-40 Years COLUMBUS IN JASPER MANOR 438,302 1990 Feb 92 20-40 Years JASPER IN TOWN FAIR SHOPPING CENTER 137,285 1991 Feb 93 40 Years PRINCETON IN WABASH CROSSING 101,808 1988 Dec 93 40 Years WABASH IN JACKSON VILLAGE 447,594 1983 Dec 88 20-40 Years JACKSON KY J TOWN CENTER 621,770 1959 Oct 88 3-40 Years JEFFERSONTOWN KY CHINOE VILLAGE 276,608 1984 Mar 89 5-40 Years LEXINGTON KY NEW LOUISA PLAZA 429,052 1978 Feb 88 2-40 Years LOUISA KY PICCADILLY SQUARE 228,598 1973 Apr 89 3-40 Years LOUISVILLE KY EASTGATE SHOPPING CENTER 122,860 1987 Nov 93 5-40 Years MIDDLETOWN KY SHOPPING CENTER - SALISBURY 434,310 1973 May 86 4-40 Years SALISBURY MD WASHTENAW FOUNTAIN PLAZA 274,868 1989 Oct 92 40 Years YPSILANTI MI SHOPPING CENTER - GOLDSBORO 240,137 1973 May 86 35-40 Years GOLDSBORO NC SHOPPING CENTER - GREENVILLE 64,538 1973 May 86 35 Years GREENVILLE NC SHOPPING CENTER - LUMBERTON 371,862 1973 May 86 35-40 Years LUMBERTON NC SHOPPING CENTER - NEW BERN 375,689 1975 May 86 35 Years NEW BERN NC SHOPPING CENTER - WILSON 422,554 1973 May 86 35-40 Years WILSON NC LAUREL SQUARE 486,738 1973 Jul 92 10-40 Years BRICKTOWN NJ HAMILTON PLAZA 23,833 1972 May 94 40 Years HAMILTON NJ MIDDLETOWN PLAZA 1,387,215 1972 Jan 75 5-40 Years MIDDLETOWN NJ UNIVERSITY MALL 741,345 1967 Jan 76 10-40 Years CANTON NY CORTLANDVILLE 263,338 1984 Aug 87 20-40 Years CORTLAND NY KMART PLAZA 90,641 1970 Aug 93 5-40 Years DEWITT NY D & F PLAZA 598,389 1967 Jan 86 5-40 Years DUNKIRK NY SHOPPING CENTER - ELMIRA 121,613 1976 Feb 89 40 Years ELMIRA NY PYRAMID MALL 209,531 1973 Aug 93 40 Years GENEVA NY SHOPPING CENTER - GLOVERSVILLE 82,867 1974 Dec 88 40 Years GLOVERSVILLE NY MCKINLEY PLAZA 279,770 1991 Jun 92 3-40 Years HAMBURG NY CAYUGA PLAZA 741,205 1969 May 89 10-40 Years ITHACA NY SHOPS @ SENECA MALL 149,433 1971 Aug 93 5-40 Years LIVERPOOL NY TRANSIT ROAD PLAZA 40,848 1971 Aug 93 40 Years LOCKPORT NY SHOPPING CENTER - MARCY 542,125 1971 May 86 18-40 Years MARCY NY ROCKLAND PLAZA 2,135,867 1963 Jan 83 3-40 Years NANUET NY SOUTH 758,190 1967 Apr 83 5-40 Years NORWICH NY WESTGATE PLAZA - ONEONTA 393,501 1967 Jan 84 5-40 Years ONEONTA NY OSWEGO PLAZA 862,521 1966 Jan 77 40 Years OSWEGO NY MOHAWK ACRES 581,661 1965 Feb 84 2-40 Years ROME NY MONTGOMERY WARD 180,027 1965 Jan 84 10-40 Years ROME NY PRICE CHOPPER PLAZA 89,827 1988 Aug 93 40 Years ROME NY WESTGATE MANOR PLAZA - ROME 152,896 1961 Jan 86 5-40 Years ROME NY NORTHLAND 221,951 1962 Jan 73 5-40 Years WATERTOWN NY HARBOR PLAZA 125,978 1988 Feb 91 15-40 Years ASHTABULA OH BELPRE PLAZA 319,180 1969 Jun 88 5-40 Years BELPRE OH SOUTHWOOD PLAZA 198,558 1961 May 90 3-40 Years BOWLING GREEN OH BRENTWOOD PLAZA 43,525 1957 May 94 40 Years CINCINNATI OH WESTERN VILLAGE SHOPPING CENTER 28,036 1960 May 94 40 Years CINCINNATI OH SOUTH TOWNE CENTRE 590,209 1972 Mar 92 5-40 Years DAYTON OH HERITAGE SQUARE 170,554 1959 Aug 93 5-40 Years DOVER OH FAIRFIELD MALL 184,241 1978 May 90 12-40 Years FAIRFIELD OH SILVER BRIDGE PLAZA 935,657 1972 Dec 86 5-40 Years GALLIPOLIS OH SHOPPING CENTER - GENOA 85,933 1987 Mar 91 40 Years GENOA OH PARKWAY PLAZA 267,854 1955 Sep 89 20-40 Years MAUMEE OH SHOPPING CENTER - MILLERSBURG 53,878 1986 Feb 91 20-40 Years MILLERSBURG OH NEW BOSTON SHOPPING CENTER 335,857 1991 Feb 93 20-40 Years NEW BOSTON OH MARKET PLACE 272,924 1972 Nov 91 2-40 Years PIQUA OH CENTRAL AVE MARKET PLACE 191,437 1968 Aug 90 20-40 Years TOLEDO OH SHOPPING CENTER - ANNVILLE 274,144 1972 May 86 18-40 Years ANNVILLE PA SHOPPING CENTER - HANOVER 323,640 1971 May 86 35-40 Years HANOVER PA STONE MILL PLAZA 76,903 1988 Jan 94 40 Years LANCASTER PA CROSSROADS PLAZA 170,389 1975 Nov 88 5-40 Years MT. PLEASANT PA JOHN WANAMAKER 3,724,694 1964 Jan 64 35 Years PHILADELPHIA PA ROOSEVELT MALL ANNEX 442,498 1958 Apr 74 10-40 Years PHILADELPHIA PA ROOSEVELT MALL NE 3,400,332 1964 Jan 64 5-40 Years PHILADELPHIA PA NORTHLAND CENTER 256,891 1988 Jun 92 40 Years STATE COLLEGE PA CONGRESS CROSSING 401,107 1990 Mar 92 40 Years ATHENS TN GREENEVILLE COMMONS 469,587 1990 Mar 92 20-40 Years GREENEVILLE TN KINGS GIANT SHOPPING CENTER 125,598 1970 Sep 92 3-40 Years KINGSPORT TN GEORGETOWN SQUARE 102,423 1986 Sep 93 40 Years MURFREESBORO TN SHOPPING CENTER - COLONIAL HTS 186,790 1972 May 86 35 Years COLONIAL HEIGHTS VA SHOPPING CENTER - HARRISONBURG 325,076 1969 May 86 35 Years HARRISONBURG VA HANOVER SQUARE SHOPPING CENTER 281,356 1991 Jan 93 5-40 Years MECHANICSVILLE VA VICTORIAN SQUARE 126,572 1991 Mar 94 40 Years MIDLOTHIAN VA SHOPPING CENTER - SPOTSYLVANIA 326,862 1970 May 86 35-40 Years SPOTSYLVANIA VA RIDGEVIEW CENTRE 242,199 1990 Jul 92 3-40 Years WISE VA MOUNDSVILLE PLAZA 313,409 1961 Dec 88 5-40 Years MOUNDSVILLE WV GRAND CENTRAL PLAZA 675,353 1986 Jun 88 40 Years PARKERSBURG WV KMART PLAZA 98,018 1975 Feb 93 40 Years VIENNA WV Vacant Land ************************** 1 NORTH CENTRAL AVENUE Jul 72 HARTSDALE NY ____________ $ 49,101,916 ============ NEW PLAN REALTY TRUST REAL ESTATE AND ACCUMULATED DEPRECIATION SCHEDULE XI JULY 31, 1994 (continued) Reconciliation of "Real Estate and Accumulated Depreciation": 1994 1993 1992 ____________ ____________ _____________ INVESTMENT IN REAL ESTATE Balance at beginning of period $388,227,913 $301,135,683 $180,360,590 Additions during the period: Land 37,888,580 16,320,161 26,607,883 Buildings and improvements 197,091,961 70,757,597 99,103,052 Carrying costs - 17,594 20,303 ____________ ____________ ____________ 623,208,454 388,231,035 306,091,828 ____________ ____________ ____________ Less: Costs of assets sold and written-off 1,866,136 3,122 4,956,145 ____________ ____________ ____________ Balance at end of period $621,342,318 $388,227,913 $301,135,683 ============ ============ ============ ACCUMULATED DEPRECIATION Balance at beginning of period $38,183,206 $30,785,272 $ 26,686,216 Additions charged to operating expenses 11,250,895 7,397,934 4,905,755 ____________ ___________ ___________ 49,434,101 38,183,206 31,591,971 Less: Accumulated depreciation on assets sold and written-off 332,185 806,699 ____________ ___________ ____________ Balance at end of period $49,101,916 $38,183,206 $ 30,785,272 ============ =========== =========== NEW PLAN REALTY TRUST AND SUBSIDIARIES MORTGAGE LOANS ON REAL ESTATE SCHEDULE XII July 31, 1994 COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F COLUMN G ________ ________ ________ ________ ________ ________ ________ Final Face Face Carrying Interest Maturity Periodic Amount of Amount of Rate Date Payment Terms Prior Liens Mortgages Mortgages Description ________ _________ _____________ ___________ _________ _________ Second money mortgage, Interest collateralized by a shopping payable center in Hartsdale, NY 10.5% 2/1/99 monthly, balance at maturity $500,000 $500,000 Purchase money first mortgage, Interest collateralized by a shopping payable center in Connellsville, PA 10% 7/31/95 monthly, balance at maturity $6,200,000 $6,200,000 Purchase money first mortgage, Interest collateralized by a shopping payable center in Whitesboro, NY 9.875% 7/25/96 monthly, balance at maturity 4,610,000 4,610,000 Leasehold mortgage Interest and collateralized by a tenant principal lease 12% 6/1/2011 payable monthly 953,743 953,743 Purchase money first mortgage Interest collateralized by a shopping payable center in New City, NY 9.375% 7/27/97 monthly, balance at maturity 10,350,000 10,350,000 Leasehold mortgage Interest and collateralized by a Tenant principal lease 11.5% 4/30/04 payable monthly 295,933 295,933 ___________ ___________ $22,909,676 $22,909,676 =========== =========== Note--Column H is not applicable Year Ended July 31, 1994 1993 1992 ____ ____ ____ Balance, beginning of period $24,135,327 $33,700,044 $19,813,104 Additions during period: New mortgage loans 800,000 -- 14,150,000 Reductions during period: Collection of principal (1,525,651) (9,564,717) (13,060) Amounts refinanced (500,000) -- Reduction in mortgage receivable in connection with prepaid acquisition -- -- (250,000) costs ___________ ___________ ___________ Balance, end of period $22,909,676 $24,135,327 $33,700,044 =========== =========== =========== NEW PLAN REALTY TRUST INDEX TO EXHIBITS No. Page ___ ____ *3.1 Amendment #4 dated December 6, 1972 to Declaration of Trust (amending Declaration of Trust in its entirety) filed as Exhibit 3.1(d) to Registration Statement No. 2-45633. *3.2 Amendment #5 dated December 12, 1972 to Declaration of Trust filed with Registrant's Form 10-K for the fiscal year ended July 31, 1973. *3.3 Amendment #6 dated December 13, 1979 to Declaration of Trust and filed as Appendix A to Registrant's Proxy Statement dated November 19, 1979 with respect to annual meeting of shareholders on December 13, 1979. *3.4 Amendment #7 dated July 9, 1981 to Declaration of Trust and filed as an appendix to Registrant's Proxy State- ment dated June 1, 1981 with respect to a special meeting of shareholders on July 9, 1981. *3.5 Amendment #8 dated December 15, 1982 to Declaration of Trust and filed as Appendix A to Registrant's Proxy Statement dated November 15, 1982 with respect to annual meeting of shareholders held December 15, 1982. *3.6 Amendment #9 dated December 10, 1985 to Declaration of Trust and filed as Appendix A to Registrant's Proxy Statement dated November 15, 1985 with respect to annual meeting of shareholders held December 10, 1985. *3.7 Amendment #10 dated December 14, 1987 to Declaration of Trust and filed as Appendix A to Registrant's Proxy Statement dated November 2, 1987 with respect to annual meeting of shareholders held December 14, 1987. *9.1 Agreement dated February 26, 1979 among William Newman, Joseph Newman and Melvin Newman filed as Exhibit 9 to Registration Statement No. 2-63669. *9.2 Agreement dated December 17, 1981 between New Plan Realty Trust and Merchant Navy Officers Pension Fund Trustees Limited filed as Exhibit 9.1 to Post Effective Amendment No. 2 to Registration Statement 2-69682. *9.3 Debenture Purchase Agreement and Amendment to Exhibits 9.2 and 9.3 herein filed as Exhibit 9.4 to Registration Statement 2-81432. *9.4 Share Purchase Agreement between New Plan Realty Trust, Merchant Navy Officers Pension Fund Trustees Limited filed as Exhibit 9.5 to Registration Statement No. 2- 90107. 9.5 Purchase Agreement dated December 18, 1990 between New Plan Realty Trust and Beleggingsmaatschappij Midas B.V. *10.1 Lease dated January 30, 1964 between John Hancock Mutual Life Insurance Company and Roosevelt Mall Northeast, Inc. filed as Exhibit 12.4(a) to Registration Statement No. 2-45633 (Registrant's leasehold interest in the Roosevelt Mall Shopping Center). 10.2 Revolving Credit Agreement by and among New Plan Realty Trust, the Lenders party thereto and The Bank of New York, as agent, dated as of December 30, 1993. 10.3 Amendment No. 1 to Revolving Credit Agreement by and among New Plan Realty Trust, the Lenders party thereto and The Bank of New York, as agent, dated as of December 30, 1993. 22 Subsidiaries of the Registrant. 23 Consents required with respect to material incorporated by reference in a previously filed Registration Statement. ____________________________ * Incorporated herein by reference as above indicated. EXHIBIT 9.5 PURCHASE AGREEMENT PURCHASE AGREEMENT, dated as of December 18, 1990, between NEW PLAN REALTY TRUST, a Massachusetts business trust ("NPRT"), and BELEGGINGSMAATSCHAPPIJ MIDAS B.V. (the "Fund"). 1. Purchase and Sale of Firm Shares. Subject to the terms and conditions of this Agreement and on the basis of the representations and warranties hereinafter set forth, NPRT agrees to sell to the Fund, and the Fund agrees to purchase from NPRT, 4,000,000 of NPRT's shares of beneficial interest, without par value (NPRT's shares of beneficial interest, without par value, are herein referred to as the "Shares" and such 4,000,000 Shares are herein referred to as the "Firm Shares"), at a purchase price of U.S. $67,110,500. Delivery of the Firm Shares will be made at the offices of Shearman & Sterling, 599 Lexington Avenue, New York, New York, at 10:00 a.m., New York time on January 10, 1991 or such other time and date as the parties hereto shall agree (the "Closing Date"), against payment of the purchase price therefor in funds that are immediately available and deposited with National Westminster Bank USA, New York, New York, for credit to NPRT's account. In addition to the Firm Shares, the Fund may purchase up to 500,000 Shares through open market purchases on or before April 30, 1991. In the event the Fund has not purchased 500,000 Shares in the open market by April 30, 1991, the Fund shall be obligated to purchase from NPRT, and NPRT shall be obligated to sell to the Fund, that number of Shares which, when added to such number of Shares purchased by the Fund in open market purchases, will aggregate 500,000 Shares (such 500,000 Shares are herein referred to as the "Market Shares"; those Market Shares purchased from NPRT are herein sometimes referred to as the "NPRT Market Shares", and the Firm Shares and the Market Shares are herein referred to collectively as the "Fund Shares"). The purchase price of the NPRT Market Shares shall be U.S. $17.50 per share. Within five business days immediately following April 30, 1991, the Fund shall advise NPRT in writing of the number of Shares purchased in the open market, and the closing of the purchase of the NPRT Market Shares shall be held no later than May 15, 1991. The Fund shall have the right to elect to purchase the NPRT Market Shares from NPRT earlier, by giving NPRT written notice setting forth the number of Shares to be purchased and the number of Market Shares then owned by the Fund, in which event the closing shall take place within 10 business days after receipt by NPRT of such notice on such business day as the Fund and NPRT shall agree. The closing of the purchase from NPRT of the NPRT Market Shares shall be at the place and in the manner referred to in the preceding paragraph, provided that at this closing the conditions to the obligation of the Fund set forth in paragraph 6 hereof shall be satisfied (this closing date and the closing date for the purchase of the Firm Shares sometimes collectively are herein referred to as the "Closing Dates"). In no event, except as provided in paragraph 9(g), shall the aggregate number of Market Shares purchased by the Fund exceed 500,000 Shares. 2. Representations, Warranties and Agreements of NPRT. NPRT represents and warrants to, and agrees with, the Fund that: (a) Financial Statements. NPRT has delivered to the Fund the following documents: (i) NPRT's Annual Reports on Form 10-K to the Securities and Exchange Commission (the "Commission") for the fiscal years ended July 31, 1988, 1989 and 1990; (ii) NPRT's Quarterly Report on Form 10-Q to the Commission for the quarter ended October 31, 1990, which includes a balance sheet of NPRT as of October 31, 1990 (the "October 31 Balance Sheet"); (iii) NPRT's Registration Statement on Form S-3 (No. 33-28026); (iv) NPRT's Proxy Statements relating to NPRT's meetings of shareholders (whether annual or special) held since July 31, 1988; and (v) NPRT's Reports on Form 8-K and Form 8 filed with the Commission since July 31, 1988. NPRT has not filed, or been required to file, any other document with the Commission under the Securities Act of 1933, as amended (the "1933 Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act") since the filing on or before December 17, 1990 of the Form 10-Q report referred to in clause "(ii)" above. The reports, registration statement and proxy statements identified above represent all of the documents (other than Reports on Form 10-Q and the Form S-3 relating to NPRT's Dividend Reinvestment Plan, not referred to above) filed by NPRT with the Commission since July 31, 1988 (collectively, the "Reports"). NPRT has filed all forms, reports and documents required to be filed with the Commission since July 31, 1988. The Reports were prepared in accordance with the requirements of the Exchange Act and did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading. Except as described in the letter, dated the date hereof, from NPRT to the Fund (the "NPRT Letter"), NPRT's Annual Report on Form 10-K for the fiscal year ended July 31, 1990 and its Report on Form l0-Q for the quarter ended October 31, 1990, were true and correct in all material respects on the respective dates thereof, the description of NPRT's business in Item 1 of said Form 10-K is true and correct in all material respects as of the date hereof, and no amendment thereto is required to be filed with the Commission under the 1933 Act or the 1934 Act. All of the financial statements contained in the Reports were, on the respective dates thereof, true, correct and accurate, were prepared in accordance with generally accepted accounting principles applied, except as stated in such financial statements or the notes thereto, on a consistent basis throughout the periods covered and present fairly the financial condition of NPRT at the dates indicated and the results of operations and the changes in financial position for the periods indicated. NPRT does not have any liabilities or obligations which are in the aggregate material, whether accrued, absolute, contingent or otherwise, except (i) as reflected in the July 31, 1990 balance sheet contained in the Form 10-K for the year then ended (the "July 31, 1990 Balance Sheet") or the notes thereto or the October 31 Balance Sheet or the notes thereto and not heretofore discharged, (ii) as set forth in the NPRT Letter or (iii) those incurred in the normal and ordinary course of business since October 31, 1990. (b) Tax Returns. Except for matters which NPRT is disputing in pending proceedings as set forth in the NPRT Letter, NPRT has filed all Federal, state and local income tax returns which are required to be filed, such returns have been correctly prepared and all income and other taxes due have been fully paid or adequately reserved for, except in all cases where failure so to file, incorrect preparation of such returns or failure so to pay would not individually or in the aggregate have a material effect on NPRT's business, operations or financial condition. (c) Absence of Certain Changes. NPRT has no current intention and is not considering any plans or proposals to make any material change in the general nature of its business. Except as set forth in the Reports and in the NPRT Letter, since October 31, 1990: (i) NPRT has not (A) made any new material acquisitions of properties or entered into any commitments to make any material acquisitions of properties, (B) issued, assumed or guaranteed any indebtedness for money borrowed or (C) declared or paid any dividends on, or made any distributions to the holders of, its shares of beneficial interest; and (ii) other than events and developments relating to or affecting the general economy and generally affecting segments of the industries in which NPRT has interests, there has not been (A) any material adverse change, or any development involving a prospective material adverse change, in the financial condition of NPRT taken as a whole, (B) any damage, destruction or loss to physical property, whether or not covered by insurance, materially and adversely affecting the assets, business or prospects of NPRT, (C) any change, or any development involving a prospective change, in the estimated fair value or net realizable value of any investments of NPRT so as to require, under generally accepted accounting principles, any material change in the allowance for possible investment losses set forth in the October 31 Balance Sheet, (D) any other event directly pertaining to and materially and adversely affecting the assets or, to NPRT's actual knowledge, the business of NPRT, or (E) any amendment to the Declaration of Trust of NPRT, which was last amended as of December 14, 1987 (the "Declaration of Trust"). (d) Organization and Standing. NPRT is a voluntary business association commonly known as a business trust of the type described in Chapter 182 of the General Laws of Massachusetts, duly established and validly existing pursuant to the Declaration of Trust under the laws of the Commonwealth of Massachusetts and has full power and authority (trust and other) to own its property and conduct its business as presently being conducted. NPRT is duly qualified to do business in good standing in each jurisdiction in which the ownership of its property or the conduct of its business makes such qualification necessary, except in all cases where failure so to qualify would not individually or in the aggregate have a material adverse effect on NPRT's business, operations or financial condition. NPRT is operating, and has operated during all taxable years for which the period to assess tax has not expired, in such manner as to qualify as a real estate investment trust under the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"). NPRT made the election to be taxed as a real estate investment trust commencing with its taxable year ended July 31, 1973, and such election has not been terminated or revoked. To the knowledge of NPRT, shares of beneficial interest of NPRT during all periods to which such election has been applicable have been beneficially owned in such a manner as to permit NPRT to qualify as a real estate investment trust under the Internal Revenue Code. To the knowledge of NPRT, NPRT has been a "domestically- controlled REIT" as such term is defined in section 897(h)(4)(B) of the Internal Revenue Code for the five year period ending on the date hereof. NPRT covenants and agrees that (i) it shall not issue any shares of beneficial interest or other equity securities of NPRT to any "foreign person" (as such term is used in section 897(h)(4)(B) of the Internal Revenue Code or any successor provision) if such issuance would result in ownership of 48 percent or more of the value of outstanding shares of beneficial interest and other equity securities of NPRT, directly or indirectly, by "foreign persons" and (ii) it shall make reasonable efforts, such as the issuance of new equity securities to U.S. persons, to assure that the ownership by "foreign persons" of shares of beneficial interest and other equity securities of NPRT does not equal or exceed 48 percent of the value of all outstanding shares of beneficial interest and other equity securities. (e) Capitalization. At the date hereof, the authorized interests of the shareholders of NPRT consist of an unlimited number of Shares, 35,271,180 of which are issued and outstanding, and 1,000,000 Preferred Shares, par value $1.00 per share, none of which have been issued. All of such outstanding Shares have been duly and validly issued and are fully paid and non-assessable by NPRT. There are no options, warrants, calls or commitments of any kind relating to, or securities convertible into, the Shares, except as contemplated hereby and as disclosed in the Reports and in the Proxy Statement and except for employees' stock option plans and agreements for the issuance of not more than an aggregate of 50,000 additional Shares to employees and 5,000 additional Shares to independent contractors. (f) Assets and Encumbrances. NPRT has good and insurable title to all its assets, including those reflected in the October 31, 1990 Balance Sheet or purported to have been acquired thereafter (except properties sold or otherwise disposed of since such date in the normal and ordinary course of business), free and clear of all liens, encumbrances, security interests and adverse claims, except for the security interests securing the mortgage notes payable reflected in the October 31, 1990 Balance Sheet or the notes thereto, except as set forth in the NPRT Letter and except for absences or defects of title, liens and encumbrances which do not interfere in any material respect with the conduct of the business of NPRT. Except as set forth in the October 31, 1990 Balance Sheet or the notes thereto or the NPRT Letter, all mortgage notes owned by NPRT and reflected on said balance sheet are valid and legally binding obligations of the issuer thereof and constitute prior perfected security interests in the assets securing such notes and not more than an aggregate of $100,000 of payments of principal or interest on such mortgage notes owned by NPRT are in default. (g) Litigation. Except as set forth in the Reports and the NPRT Letter, there are no actions, proceedings or investigations pending, or, to the knowledge of NPRT, threatened, against or affecting NPRT or any of its assets or rights, in any court or before any authority, which if adversely determined would materially and adversely affect the financial condition, business, assets or rights of NPRT. (h) Compliance with Other Instruments. Subject to the matters set forth in the Reports and the NPRT Letter, NPRT is not in breach or violation of the terms, conditions or provisions of, or in default under, (i) the Declaration of Trust, (ii) any indenture, mortgage or other agreement or instrument under which NPRT has outstanding any indebtedness for money borrowed, or (iii) except for immaterial breaches or violations, any statute, law, rule, regulation, order, judgment, decree or other agreement or instrument to which it is subject; and upon approval by The New York Stock Exchange of the listing of the Firm Shares and the NPRT Market Shares, the execution, delivery and performance by NPRT of this Agreement, the issuance, sale and delivery by NPRT of the Firm Shares and the NPRT Market Shares and the consummation by NPRT of the transactions contemplated hereby will not conflict with, or result in a breach or violation of the terms, conditions or provisions of, or constitute a default under, or result in the creation or imposition of any lien pursuant to the terms of, any of the foregoing. (i) Regulatory Approval. No consent, approval, authorization or order of, or filing, registration or qualification with, any court or other governmental agency or instrumentality is required in connection with the execution and delivery by NPRT of this Agreement, the issuance, sale and delivery by NPRT of the Firm Shares or the NPRT Market Shares or the consummation by NPRT of the transactions contemplated hereby, except for the filing of a report on Form BE-13A and related forms pursuant to the rules of the Department of Commerce promulgated under the International Investment Survey Act of 1976 and the filing of a Current Report on Form 8-K pursuant to the rules of the Commission promulgated under the Exchange Act. (j) Accuracy of Information. All information and documents listed herein as having been furnished or made available to the Fund, its counsel or its representatives prior to the date hereof were true and correct in all material aspects when furnished. The minute books of NPRT made available to Shearman & Sterling contain accurate records of all Board of Trustees and shareholders meetings of NPRT held since December 31, 1985. (k) Authority Relative to this Agreement. NPRT has all necessary power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by NPRT and the consummation by NPRT of the transactions contemplated hereby have been duly authorized by all necessary trust action on the part of NPRT. This Agreement has been duly executed and delivered by NPRT and, assuming the due authorization, execution and delivery by the Fund hereof, constitutes a legal, valid and binding obligation of NPRT. (l) ERISA. The Reports set forth all employee benefit plans (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all other benefit plans or arrangements currently maintained by NPRT or with respect to which it has, or reasonably expects to have, any liability (the "Plans"). Each Plan is now, and has been, operated in all material respects in accordance with the requirements of applicable law, including the tax-qualification requirements of Section 401(a) and 501(a) of the Internal Revenue Code with respect to any Plan intended to be so qualified. NPRT has not incurred, nor reasonably expects to incur, any material unfunded liability with respect to any of the Plans. The accumulated benefit obligation of any Plan subject to Title IV of ERISA does not exceed by a material amount the assets of such Plan. 3. Representations, Warranties and Agreements of the Fund. The Fund represents and warrants to, and agrees with, NPRT that: (a) Organization and Standing. The Fund is duly organized and validly existing under the laws of the Netherlands and has full power and authority to complete the transactions contemplated by this Agreement. (b) Due Authorization. The purchase from NPRT of the Firm Shares and the NPRT Market Shares and the execution of this Agreement have been duly authorized by the Board of Directors of the Fund, and execution of this Agreement and the completion of the purchase from NPRT of the Firm Shares and the NPRT Market Shares by the Fund will not violate any law or rule of any governmental agency to which the Fund is subject. (c) Investment Intent. The Fund is purchasing the Firm Shares, and will purchase the NPRT Market Shares, for its own account for investment and not with a view to any resale or distribution thereof. If the Fund should in the future decide to dispose of any of the Firm Shares or the NPRT Market Shares (which it does not now contemplate), the Fund agrees that it shall do so only in compliance with the 1933 Act and Section 5 hereof. (d) Regulatory Approval. No consent, approval, authorization or order of, or filing, registration or qualification with, any court or other governmental agency or instrumentality is required in connection with the execution and delivery by the Fund of this Agreement or the consummation by the Fund of the transactions contemplated hereby, except for the filing by the Fund of statements on Schedule 13D and reports on Form 3 or Form 4 under Rules 13d-l and 16a-l, respectively, promulgated by the Commission under the Exchange Act, and a report on Form BE-13B and related forms pursuant to the rules of the Department of Commerce promulgated under the International Investment Survey Act of 1976 (all of which the Fund agrees to file). The purchase by the Fund of the Fund Shares does not require the filing of a Pre-Merger Notification Form and related documents under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. (e) Taxes, etc. No taxes, levies, imposts or charges of the Netherlands or any political subdivision or taxing authority thereof or therein are required to be paid by NPRT in connection with the issue, sale and delivery of the Firm Shares or the Market Shares hereunder. (f) Ownership of Shares. As of the date hereof, the Fund does not own, beneficially or otherwise, any Shares. 4. Covenants of NPRT. NPRT hereby covenants and agrees with the Fund as follows: (a) Election of Trustees. NPRT will, if requested by the Fund: (i) As soon as practicable after receipt of such request (A) invite a representative of the Fund to attend as a guest all meetings of the Board of Trustees of NPRT until a person designated by the Fund is elected to such Board of Trustees and (B) call a special meeting of shareholders of NPRT to be held as soon as practicable for the purpose of (x) adopting an amendment to the NPRT Declaration of Trust increasing the number of authorized Trustees on NPRT's Board of Trustees to not more than 15 and (y) electing a person designated by the Fund to fill one of the vacancies created by such amendment, the adoption of such amendment and the election of such designee to have been recommended by the Board; and (ii) so long as the Fund beneficially owns at least 9.9% of NPRT's outstanding Shares, include the Fund's designee in NPRT's Board of Trustees' nominees for election as Trustees at each annual meeting of shareholders unless a designee of the Fund already serves as a Trustee and the term of such Trustee does not expire at such annual meeting. Any person designated by the Fund other than Messrs. Wim G. Bleijenberg and Jean L.M.J. Klijnen shall be subject to the approval of the Chairman of NPRT or the nominating committee of the Board of Trustees; provided, however, that such approval shall not be unreasonably withheld. At any time that (1) there is no member of the Board of Trustees who was designated by the Fund pursuant to clause (ii) above and (2) the Fund beneficially owns at least 9.9% of NPRT's outstanding Shares, NPRT shall (A) permit an authorized representative of the Fund meeting the criteria set forth in the immediately preceding sentence to attend all meetings of the Board of Trustees and shall provide the Fund with such notice of and other information with respect to such meetings and actions proposed to be taken without meetings as are delivered to the Trustees and (B) notify the Fund, within ten days thereafter, of the taking of any written action by the Board in lieu of a meeting thereof. The member of the Board of Trustees designated by the Fund pursuant to clauses (i) and (ii) above shall be appointed a member of the Audit Committee of the Board of Trustees. In the event of any vacancy in the Board of Trustees between annual meetings of NPRT's shareholders, the Fund will cause its designee as Trustee to vote to fill the vacancy with the person nominated by the nominating committee of the Board, or in the absence of any such nomination, the person proposed by the Chief Executive officer of NPRT. (b) Financial Statements and Other Documents. So long as the Fund beneficially owns at least 9.9% of NPRT's outstanding Shares, NPRT will dispatch to the Fund, within seven days after the filing thereof with the Commission, two copies of all documents filed by it with the Commission under the 1933 Act or the Exchange Act. If NPRT should cease to be subject to the reporting requirements of the Commission under Section 13(a) or Section 15(d) of the Exchange Act, it will nevertheless furnish to the Fund substantially the same financial statements, and in substantially the same form and at substantially the same times, as it would have been required to include in any filings with the Commission had it been subject to such requirements. (c) Access to Information. NPRT has given, and will give so long as the Fund beneficially owns at least 9.9% of NPRT's outstanding Shares, the Fund, its counsel and its auditors, reasonable access to the books, records, personnel and facilities of NPRT, and will comply with all reasonable requests for the furnishing of information and documents; provided, however, that the Fund agrees not to publish or disclose information or documents not otherwise made public other than to its counsel or auditors without NPRT's prior written consent. (d) Restriction on Issuance of Shares. For a period of six months from the Closing Date of the Firm Shares, NPRT shall not, except for Shares issued pursuant to NPRT's Dividend Reinvestment Plan in effect on the date hereof and Shares issued under any 401k plan, employee stock option, purchase plan or agreement in effect on the date of this Agreement, issue or sell any Shares at a price of less than U.S. $16.75 or issue, sell or grant any option, warrants or calls relating to, or any security convertible into, any Shares which have an exercise or conversion price of less than U.S. $16.75 per Share. (e) Use of Proceeds. NPRT will invest the proceeds from the sale of the Firm Shares and the NPRT Market Shares (net of the reasonable expenses payable by NPRT under Section 9(c) hereof and any other out-of-pocket expenses incurred by NPRT in connection with the execution and delivery of this Agreement and the issuance, sale and delivery of the Firm Shares and the NPRT Market Shares) as follows: The primary use of the proceeds will be for acquisitions of additional properties as suitable opportunities arise. NPRT's principal emphasis has been and is expected to continue to be shopping centers and garden apartment properties. The Trust may also use a portion of the proceeds to renovate, expand and improve existing Trust properties and to add to working capital. In the interim, such proceeds may be invested in short-term or intermediate-term government securities, obligations of the Government National Mortgage Association, bankers' acceptances, certificates of deposit of commercial banks and savings banks and savings and loan associations which are members of the Federal Deposit Insurance Corporation, deposits in members of the Federal Home Loan Bank System, time deposits, commercial paper, other market instruments, bonds, notes and common and preferred stock. Neither such proceeds nor any income earned from investments thereof shall be used for any purposes other than making the investments permitted by the first sentence of this paragraph (e); provided, however, that any such income may be used to pay cash dividends on, or to make distributions to holders of, NPRT's Shares. 5. Covenants of the Fund. For the purpose of establishing criteria to determine whether, at various points of time in the future, the then members of the Board of Trustees and the then executive officers of NPRT reflect some degree of continuity with their then immediate predecessors for the purposes of this paragraph 5 and paragraph 8, (i) a "Continuing Trustee" means a Trustee who either was a Trustee on the Closing Date, or at any time thereafter is a Trustee whose nomination was approved by a majority of the Continuing Trustees (provided that, in the event only two Trustees constitute all of the Continuing Trustees and one of such Trustees is a Continuing Officer, the Trustee who is a Continuing Officer shall be deemed to be "a majority of the Continuing Trustees" for purposes of this clause (i)), (ii) an "Executive Officer" means an executive officer of NPRT required to be named as an executive officer in NPRT's then most recent Annual Report on Form 10-K, and (iii) a "Continuing Officer" means an Executive Officer who either at any time now or hereafter has been an Executive Officer for at least two years, or who at any time now or hereafter is elected to his or her office by a majority of the Continuing Trustees. The Fund hereby covenants and agrees with NPRT that, provided Continuing Trustees constitute a majority of the Board of Trustees and Continuing officers constitute a majority of the Executive Officers: (a) Restriction on Disposition of Shares. Except for sales or transfers to affiliates of the Fund, the Fund will not pledge, hypothecate, sell or transfer any of the Firm Shares or the NPRT Market Shares for a period of ten years from the Closing Date; provided, however, that after the closing for the NPRT Market Shares the Fund may pledge all or any part of the Fund Shares from time to time pursuant to bona fide loan transactions where the Fund's obligations are guaranteed by an entity satisfactory to NPRT and which expressly provide that in the event the Fund Shares are transferred by reason of exercise of the pledgee's rights, all transferees of the Fund Shares shall remain bound by the provisions of this Agreement (provided, however that the rights and obligations of all transferees which are affiliates of the Fund shall be governed by paragraph 9(e) hereof, and provided, further that if the pledgee is a non- affiliate of the Fund, it and its transferees shall not be bound by those provisions contained in paragraph 5 hereof) but shall not have any of the Fund's rights to designate a Trustee or receive access to financial information or the Fund's registration rights herein contained, including without limiting the generality of the foregoing, those rights set forth in paragraphs 4 and 7 hereof; provided, further, that beginning five years after the Closing Date, the Fund may sell up to one-half of the maximum number of Shares which the Fund is permitted at any time to own under this Agreement (i) in underwritten public offerings registered under the 1933 Act and, in the case of public offerings resulting from the exercise of the rights of the Fund under paragraph 7(a) hereof, in which the managing underwriter or underwriters represent that it is their intention to distribute the Firm Shares and the net Shares being sold in such a manner that no single purchaser will acquire more than 10% of the total of the Firm Shares and the NPRT Market Shares originally purchased by the Fund or (ii) in placements either registered under the 1933 Act or exempt therefrom under Rule 144 promulgated thereunder in which no purchaser acquires more than 5% of the total of the Firm Shares and the NPRT Market Shares originally purchased by the Fund. Notwithstanding the foregoing, if at any time after the date hereof: (x)(i) there is signed a termination or modification of the existing income tax convention between the United States and the Netherlands with the effect that at any time after the effective date thereof dividend distributions by NPRT to the Fund will be subject to United States tax at a rate in excess of 15 percent or (ii) the ownership of shares of beneficial interest and other equity securities of NPRT held by "foreign persons" (as such term is used in section 897(h)(4)(B) of the Internal Revenue Code or any successor provision), directly or indirectly, equals or exceeds 48 percent in value of all outstanding shares of beneficial interest and other equity securities of NPRT, then the Fund shall have the right at its sole cost and expense to sell or otherwise dispose of all or part of the Fund Shares and (y) legislation shall be introduced in the United States Congress which, if enacted, would subject the Fund to United States tax on the sale or exchange of Shares, then the Fund shall have the right at its sole cost and expense to sell or otherwise dispose of all Shares held by the Fund (or that portion of the Shares owned by the Fund as may be necessary to reduce the ownership of Shares by the Fund so that such legislation is inapplicable to the Fund). Any Shares sold or otherwise disposed of by the Fund pursuant to the preceding sentence shall be sold or otherwise disposed of (x) in an underwritten public offering registered under the 1933 Act or (y) in one or more private placements exempt from registration under the 1933 Act to one or more persons approved by NPRT, such approval not to be unreasonably withheld. (b) Voting Fund Shares. Provided that William Newman, Joseph Newman and Melvin D. Newman or their respective heirs, executors, legal representatives, successors or assigns (except open market purchasers), vote the Shares owned or the voting of which is controlled by them in favor of the election as a Trustee of any person designated by the Fund in accordance with paragraph 4(a) hereof, the Fund will vote the Fund Shares: (i) for a period from the Closing Date until December 24, 2001, in favor of the election of the Board of Trustees' nominees for Trustees; and (ii) for a period of five years from the Closing Date, in the manner recommended by the Board of Trustees of NPRT on any proposal presented by the Board to the shareholders of NPRT provided, however, that the Fund shall not be required to vote in any such manner if such vote would adversely affect the Fund's Shares by decreasing the amount of dividends or distributions payable on account of the Fund Shares or the amount payable thereon upon liquidation of the Trust or by having some other demonstrable adverse economic effect on the Fund Shares, or by diminishing or eliminating any voting rights pertaining thereto or the Fund's right to designate a Trustee or the Fund's registration rights (any proposal which would equally affect all of the Trust's Shares, so that the effect on the Fund's Shares is pro rata in proportion to all of the Trust's Shares then outstanding, is not a proposal which "adversely affects the Fund's Shares" within the meaning of this proviso, e.g., a proposal to approve a large issuance of shares). 6. Conditions to Obligation of the Fund. The obligation of the Fund to purchase and pay for the Shares shall be subject to the accuracy as of each Closing Date (as if made on such Closing Date) of the representations and warranties of NPRT herein, to the performance by NPRT of its obligations hereunder to be performed on or before such Closing Date, and to the satisfaction of the following conditions on such Closing Date: (a) Opinion of NPRT's Counsel. The Fund shall have received an opinion or opinions of Hofheimer Gartlir & Gross or Altheimer & Gray, counsel to NPRT, dated the Closing Date and in form and substance satisfactory to the Fund, to the effect that: (i) NPRT is a voluntary business association commonly known as a business trust of the type described in Chapter 182 of the General Laws of Massachusetts, duly established and validly existing pursuant to the Declaration of Trust under the laws of the Commonwealth of Massachusetts and has the requisite power to conduct the business in which it is engaged on the Closing Date; (ii) This Agreement has been duly authorized, executed and delivered by NPRT and constitutes a valid and legally binding obligation of NPRT, enforceable in accordance with its terms, subject,,as to enforcement, to bankruptcy, insolvency, reorganization or other laws of general applicability relating to or affecting the enforcement of creditors' rights and to general equity principles (except that such counsel need not express an opinion as to the indemnity and contribution agreements in Section 7(e) hereof); (iii) All of the outstanding Shares (including the Firm Shares and the Market Shares) have been duly authorized and the outstanding Shares are, and the Firm Shares and the Market Shares when issued in accordance with paragraph 1 hereof will be, validly issued, fully paid and nonassessable by the Trust, and neither the Declaration of Trust nor general principles of Massachusetts law provide the shareholders of NPRT with preemptive rights; (iv) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or other governmental agency or instrumentality is required in connection with the execution, sale and delivery by NPRT of this Agreement, the issuance, sale and delivery by NPRT of the Firm Shares or the NPRT Market Shares or the consummation by NPRT of the transactions contemplated hereby, except for the filing by NPRT of a report on Form BE-13A and related forms pursuant to the rules of the Department of Commerce promulgated under the International Investment Survey Act of 1976 and the filing of a current Report on Form 8-K pursuant to the rules of the Commission promulgated under the Exchange Act; (v) The execution, delivery and performance by NPRT of this Agreement, the issuance, sale and delivery by NPRT of the Firm Shares and the NPRT Market Shares and the consummation by NPRT of the transactions contemplated by this Agreement are not required to be approved by the holders of NPRT's Shares and do not conflict with, or result in a breach or violation of the terms, conditions or provisions of, or constitute a default under, or result in the creation or imposition of any lien pursuant to the terms of, the Declaration of Trust, or any statute, law, rule or regulation or any order, judgment, decree, indenture, mortgage or other agreement or instrument known to such counsel to which NPRT is subject; (vi) Except as set forth in the Reports, the NPRT Letter or the October 31, 1990 Balance Sheet or the notes thereto, there are no actions, proceedings or investigations pending, or to the knowledge of such counsel threatened, against or affecting NPRT or any of its properties or rights, which if adversely determined would materially and adversely affect the financial condition, business, assets or rights of NPRT; and (vii) It is not necessary in connection with the issue, sale and delivery of the Firm Shares or the NPRT Market Shares, under the circumstances contemplated by this Agreement, to register such Shares under the 1933 Act. (b) Opinion of Counsel for the Fund. The Fund shall receive from Shearman & Sterling, special counsel for the Fund, such opinion as to the issuance of the Firm Shares and the NPRT Market Shares and other matters as the Fund may require, and NPRT shall have furnished to such counsel such documents as such counsel may reasonably request for the purpose of enabling them to pass upon such matters. (c) Certificate of NPRT. The Fund shall have received a certificate or certificates, dated the Closing Date and in form and substance satisfactory to the Fund, signed by The Chief Executive Officer or the Chief Operating Officer of NPRT to the effect that the representations and warranties of NPRT herein are true and correct, as if made at and as of the Closing Date, and that NPRT has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date. (d) Listing. The New York Stock Exchange shall have approved the listing of the Firm Shares and the NPRT Market Shares to be purchased from NPRT. (e) Reliance on Massachusetts Lawyers. In rendering their opinions, Hofheimer Gartlir & Gross, Altheimer & Gray and Shearman & Sterling may rely, as to all matters of Massachusetts law, upon the opinion of Hale & Dorr or Fordham & Starrett or other Massachusetts counsel reasonably acceptable to the Fund. (f) Voting Agreement. Messrs. William Newman, Joseph Newman and Melvin D. Newman (sometimes herein referred to collectively as the "Newmans") shall have executed an agreement in form reasonably satisfactory to the Fund to vote the Shares owned or the voting of which is controlled by them in favor of the election as a Trustee of any person designated by the Fund in accordance with paragraph 4(a) hereof. 7. Registration Rights. NPRT hereby covenants and agrees as follows: (a) Required Registration of Fund Shares. At any time after five years from the Closing Date (or at such earlier time as mutually agreed in writing by the parties hereto or as permitted by paragraph 5(a) hereof), upon the written request (which shall specify the number of Fund Shares intended to be sold and describe the nature of any proposed sale) of the Fund, NPRT will as soon as practicable (but in any event within six months of the receipt by NPRT of such request, subject to subparagraph "(f)" hereinbelow) prepare, file and use its best efforts to cause to become effective a registration statement under the 1933 Act with respect to such of the Fund Shares as the Fund shall have requested be registered (NPRT shall use Form S-3 if available), subject to the provisions of paragraph "5" hereof, and NPRT shall take whatever action may be required to permit the sale of all such Shares, subject to the provisions of said subparagraph "(f)". (b) Incidental Registration. If NPRT at any time plans to file a registration statement covering proposed sales for cash of its equity securities (other than shares issuable upon the exercise of employee stock options or pursuant to any employee share purchase or similar plan) under the 1933 Act (otherwise than pursuant to the provisions of "(a)" above), it will give written notice to the Fund at least 15 days prior to the day on which such registration statement is filed and, at the Fund's written request given within ten days after the receipt of such notice (which request shall specify the number of Fund Shares intended to be sold or disposed of by the Fund), NPRT will use its best efforts to cause all Shares for which registration shall have been requested to be included in such registration statement to the extent required to permit the sale or other disposition thereof in accordance with the method described by the Fund, subject to the provisions of (f) below and of Section 5 hereof. (c) Expenses and Maintenance of Registration. NPRT shall keep effective and maintain any registration specified in paragraph (a) or (b) above for such period as the Fund may deem necessary for the purpose of selling or disposing of the Fund Shares, which period shall not exceed the lesser of (y) three months or (z) such period during which the financial statements in the registration statement do not become stale, and from time to time during such period shall amend or supplement the prospectus used in connection therewith to the extent necessary in order to comply with applicable law. NPRT shall furnish the Fund with as many copies of any prospectus (and of any amended or supplemented prospectus) in connection with any such registration as it may reasonably request and shall, when and as requested by the Fund, take any action necessary to permit the offering of the Fund Shares covered by such registration under the securities laws of such states as it may reasonably designate; provided, however, that NPRT shall not be required to qualify as a foreign corporation to do business or to give a general consent to service of process. All expenses, disbursements and fees in connection with any registration contemplated by paragraph (a) or (b) above or under this paragraph (c) shall be borne by the persons seeking to sell the Shares so registered in proportion to the number of such Shares sought to be sold by such persons. (d) Opinion of Counsel Upon Registration. At the time when any registration statement under the 1933 Act pursuant to paragraph (a) or (b) above becomes effective, and at the time of each post-effective amendment, NPRT will furnish to the Fund, and any underwriters or broker-dealers through whom the Fund Shares may be sold, (A) an opinion of counsel to NPRT to the effect that (i) to the best of the knowledge of such counsel, no stop order suspending the effectiveness of the registration statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the 1933 Act, (ii) the registration statement and the prospectus, as of the effective date of the registration statement or amendment, as the case may be, appeared on their face to be appropriately responsive in all material respects to the requirements of the 1933 Act and the applicable rules and regulations of the Commission thereunder, (iii) such counsel have no reason to believe that the registration statement or the prospectus, as of the effective date of the registration statement or amendment, as the case may be, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iv) the Fund Shares offered thereby have been duly authorized and validly issued and are fully paid and non- assessable by NPRT; it being understood that such counsel need not express any opinion or belief as to the financial statements or other financial data contained in the registration statement or prospectus, and (B) a comfort letter from the independent public accountants of NPRT, in customary form and covering such matters of the type customarily covered by the comfort letters given by such accountants to the underwriters in NPRT's underwritten public offerings managed by nationally recognized underwriters. (e) Indemnification. NPRT hereby agrees to indemnify the Fund, any underwriter or broker-dealer through whom the Fund Shares may be sold and each person, if any, who controls the Fund or any such underwriter or broker-dealer within the meaning of the 1933 Act, against all losses, claims, damages, liabilities or expenses or actions in respect thereof (under the 1933 Act or common law or otherwise) caused by any untrue statement of a material fact contained in any registration statement or prospectus (and as amended or supplemented if NPRT shall have furnished any amendments or supplements thereto) or any preliminary prospectus or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and will reimburse the Fund for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action, except insofar as such losses, claims, damages, liabilities or expenses are caused by any untrue statement or omission contained in information furnished in writing to NPRT by the Fund expressly for use therein. In connection with any registration statement in which the Fund is participating, the Fund promptly will furnish NPRT in writing such information as shall reasonably be requested by NPRT for use in any such registration statement or prospectus and will indemnify NPRT, its Trustees and officers, each underwriter and each person, if any, who controls NPRT or any underwriter within the meaning of the 1933 Act, against any losses, claims, damages, liabilities and expenses and actions in respect thereof (under the 1933 Act or common law or otherwise) resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the registration statement or prospectus or necessary to make the statements therein not misleading; and will reimburse NPRT for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action, but only to the extent that such untrue statement or omission is contained in information so furnished in writing by the Fund expressly for use therein. Each party hereto will also agree that in the event any such indemnification by it is held by a court to be unavailable, such party will contribute to any damages paid by the other party or any underwriter or broker-dealer which would have been paid had such indemnification not been held to be unavailable. (f) Limitations on Rights to Registration. Notwithstanding the provisions of (a) above: (i) NPRT shall not be required to register Fund Shares owned by the Fund or any assignee of the Fund under the 1933 Act if in the opinion of counsel to NPRT and the opinion of special counsel to the Fund or any assignee of the Fund, as the case may be, such registration is not necessary under the circumstances; (ii) NPRT shall not be required to file more than two registration statements pursuant to the provisions of "(a)" above, and NPRT shall be required to file the second such registration statement only at such time which does not, in NPRT's reasonable judgment, materially and adversely interfere with NPRT's plans for any public offering and/or private placement of its Shares contemplated to occur within six months of the date of the Fund's notice requesting registration or its use of Shares to acquire property in a pending transaction or where the registration statement requirements would cause its officers and staff to devote any substantial business time to the compiling or updating of financial information outside of the normal course of business. (iii) The rights to registration specified in (b) above shall be limited to situations where a proposed public distribution of the Fund Shares to be registered is to be effected forthwith upon the effectiveness of a registration statement with respect thereto; (iv) The minimum number of Fund Shares included in a registration statement pursuant to the provisions of paragraph (a) above shall be 1,000,000; and (v) If NPRT has filed a registration statement covering the sale for its own account of its own securities to underwriters for the purpose of making a public offering and Fund Shares are to be included therein pursuant to the provisions of paragraph (b) above and if in the judgment of the managing underwriter or underwriters of the proposed public offering of such securities such inclusion would materially and adversely affect such public offering and notification of such determination is given to the Fund as promptly as practicable, the number of Shares to be offered for the account of the Fund shall be reduced to the extent recommended by such managing underwriter or underwriters; provided that, if securities are being offered for the account of other persons as well as NPRT, the proportion by which the number of Shares intended to be offered by the Fund is reduced shall not exceed the proportion by which the number of Shares intended to be offered by such other persons is reduced; and provided further that if the reduction in the number of Shares to be offered by the Fund would, in the judgment of such managing underwriter or underwriters, be insufficient to substantially eliminate the material adverse effect that inclusion of the Fund Shares requested to be included would have on such offering, such Fund Shares shall be excluded from such offering. If any such Fund Shares are therefore not included in two such registration statements, NPRT will file an additional registration statement pursuant to the provisions of paragraph (a) above. 8. Additional Agreements. Except as provided in this Section 8, the Fund agrees, provided Continuing Trustees constitute a majority of the Board of Trustees and Continuing Officers constitute a majority of the Executive Officers, that for a period of 15 years after the Closing Date the Fund will not, without the prior consent of NPRT's Board of Trustees specifically expressed in a resolution adopted by a majority of the Trustees of NPRT who are not designated by the Fund, acquire, by purchase or otherwise, any securities, including convertible securities, which entitle the holder directly or upon conversion to vote for the election of Trustees of NPRT ("Voting Securities"), if immediately after such acquisition the Fund, its Trustees and officers would hold in the aggregate more than 15% of the total votes of all Voting Securities at the time outstanding (assuming conversion of all convertible securities); provided, however, that the provisions of this paragraph shall not prevent the Fund from converting any securities held by it into Shares, if such securities have been called for redemption by NPRT or NPRT has taken other action which would cause a failure so to convert such securities to have an adverse effect on the Fund. So long as the Fund beneficially owns at least 9.9% of the Shares, NPRT agrees that in the event that it should propose to issue and sell for cash additional Voting Securities (such additional Voting Securities are herein referred to as the "Additional Securities"), it will give the Fund notice of such proposal (the "Proposal Notice") and the Fund shall thereupon have the right to purchase from NPRT sufficient securities of the same class and having the same terms as the Additional Securities so that after the issuance of the Additional Securities the Fund will own the same percentage of Shares as the Fund owned prior to the issuance of the additional shares (such securities which the Fund shall have a right to purchase are herein referred to as the "Fund's Additional Securities"); provided, however, that on and after the fifteenth anniversary date of the initial Closing Date, the Fund's rights hereunder shall be limited to maintaining a percentage of Shares which shall not exceed 9.9% of the outstanding Shares. The purchase price per share to be paid by the Fund for the Fund's Additional Securities shall be the public offering price or sales price or, in the case of a subscription offering made to all holders of outstanding Shares, the subscription price, less in each case underwriting discounts or commissions, if any. The Fund's right to purchase the Additional Securities shall be exercised by written notice to NPRT given by the Fund not more than seven business days following receipt by the Fund of the Proposal Notice, setting forth the amount of the Fund's Additional Securities to be purchased. Upon receipt by NPRT of such notice, the Fund shall be obligated to purchase from NPRT, and NPRT shall be obligated to sell to the Fund, such amount of the Fund's Additional Securities, such purchase and sale to take place on the closing of the issuance of the Additional Securities (in the event of a private placement, such purchase and sale shall take place within 30 days of the closing of the private placement); provided, however, that in the event the Additional Securities are not issued within three months after the receipt by NPRT of the notice setting forth the amount of the Fund's Additional Securities to be purchased by the Fund, then the parties shall have no further obligations pursuant to this sentence and NPRT shall not thereafter proceed with the issuance of the Additional Securities without giving the Fund a new notice pursuant to the preceding sentence. All references to "Fund Shares" in paragraphs 5, 7 and 9(e) hereof shall be deemed to include the Fund's Additional Securities. The right to purchase Additional Securities provided for in this paragraph shall not apply to (a) Shares issued for a consideration other than cash, (b) Shares issued under NPRT's Dividend Reinvestment and Share Purchase Plan or (c) up to 200,000 Shares issued during any fiscal year of NPRT under any employee or Trustee stock option or purchase plan or pension plan at a purchase price equal to not less than 85% of the fair market value of such Shares on the date of purchase or the date any such option is granted. 9. Miscellaneous. (a) Termination. The Fund, provided that prior to the breach or default hereinbelow described the Fund was complying with its obligations under this Agreement, may elect to terminate all or any of the provisions of paragraph 5 hereof after any of the following events: (i) if NPRT breaches, or defaults in the performance of, any of its covenants contained in Section 2 or 4 of this Agreement or elsewhere in this Agreement in any material respect (whether or not such covenants are valid and legally binding obligations of NPRT) or if during their survival period any of NPRT's representations or warranties contained herein are incorrect in any material respect, or (ii) if Messrs. William Newman, Joseph Newman or Melvin D. Newman or their respective heirs, executors, legal representatives, successors or assigns (except open market purchasers), fail to vote the Shares owned or controlled by them in favor of the election as a Trustee of any person designated by the Fund in accordance with paragraph 4(a) hereof (whether or not such covenants are valid and legally binding obligations of such person). If the breach or default is a material breach of subparagraphs (a), (d) or (e) of paragraph 4 or if there is a breach of covenant of the type described in clause (ii) immediately above, the Fund also may elect to terminate all or any of the provisions of paragraph 8 hereof. In the event of any election to terminate hereunder, the Fund shall forthwith give written notice thereof to NPRT and shall not take any action prohibited by Section 5 or 8 hereof unless and until the termination becomes effective. No termination pursuant to this paragraph 9(a) as a result of any such breach or default shall be effective if (i) NPRT or the Newmans shall have remedied or cured such breach or default within 30 days after receipt by them of such notice or, if in NPRT's reasonable judgment such breach or default cannot be cured within such 30-day period, NPRT or the Newmans shall have commenced such remedy or cure within such 30 day period and shall complete such remedy or cure within an aggregate of 60 days after receipt by them of such notice or (ii) NPRT or the Newmans shall have been enjoined by a court of competent jurisdiction from performing or abiding by the covenant so breached or defaulted upon, provided NPRT or the Newmans shall use their best efforts to cause such injunction to be dissolved (including the exhaustion of all rights of appeal). No investigation by the Fund shall affect the representations and warranties of NPRT in Section 2 or the right of the Fund to terminate any portion of this Agreement as provided in this Section 9(a). (b) Amendment. This Agreement may be amended or supplemented in any respect at any time by an agreement in writing executed in the same manner as this Agreement. (c) Expenses. NPRT shall bear all United States taxes which may be payable in respect of the issue, sale or delivery of any of the Firm Shares or the NPRT Market Shares and the fees and expenses of NPRT's counsel and NPRT's Massachusetts counsel, and the fees of Merrill Lynch & Co. (which is paying its own expenses), investment bankers for NPRT in respect of the transactions contemplated hereby. The Fund shall bear the fees and expenses of Shearman & Sterling, special counsel for the Fund or any substitute for such special counsel (and any other counsel with whom they may consult) in connection with this Agreement, and with respect to the NPRT Market Shares, the Fund shall pay a portion of the fees of Merrill Lynch & Co. equal to 13/16ths of 1% of the purchase price for such Shares. Each party hereto represents to the other that it is not aware of any other person who is entitled, or who may assert a right, to receive a broker's, finder's or similar fee in connection with this Agreement. (d) Survival of Representations and Warranties. All representations and warranties contained herein or made in writing in connection herewith shall survive the execution and delivery of this Agreement and the delivery by NPRT of the Firm Shares, and the NPRT Market Shares, regardless of any investigation made by the Fund or on its behalf, for a period of three years from the Closing Date of the Firm Shares. (e) Successor and Assigns. All covenants and agreements in this Agreement shall bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not; provided, however, that no purchaser of any of the Fund Shares (other than an affiliate of the Fund except as provided in paragraph 5(a)) shall have the benefits of a successor or assign by reason merely of such purchase but such purchaser shall be bound by the Fund's obligations under this Agreement, except that the provisions of Section 7 shall inure to the benefit of and be binding upon any purchaser of more than 200,000 Fund Shares. Notwithstanding the foregoing, Purchasers of Fund Shares in any public offering of such Fund Shares shall not be subject to any of the obligations, or have the benefit of any of the rights, of the Fund under this Agreement. (f) Notices. All communications provided for hereunder shall be hand delivered, sent by courier, or sent by facsimile transmission and confirmed by a hand delivered confirmation or a fax advice of such delivery. If at any time either party is delivering a communication to the other party, a fax advice of such delivery shall be faxed to the other party at the time such communication is deposited with a courier or other by hand deliverer. If to the Fund, such communications shall be addressed to the Fund at its offices at Oude Lindestraat 70, correspondentieadres, postbus 2980, 6401 DL Heerlen, The Netherlands, Attn: Jean L.M.J. Klijnen, with a copy to Shearman & Sterling, at 599 Lexington Avenue, New York, New York 10022, Attn: Cornelius Dwyer, Jr., Esq.; if to NPRT, addressed to it at its offices at 1120 Avenue of the Americas, New York, New York 10036, with copies to Hofheimer Gartlir & Gross, 633 Third Avenue, New York, New York 10017 and Altheimer & Gray, 10 South Wacker Drive, Chicago, Illinois 60606; or to such other address with respect to any party as such party shall notify the other party hereto in writing. (g) Stock Splits. All numbers of Shares and prices per Share included herein shall be adjusted for any stock dividends, stock splits or revenue stock splits paid or made after the date of this Agreement. (h) Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. (i) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. (j) Legends on Shares: REIT Qualification. The Fund acknowledges that the certificates for the Firm Shares and the NPRT Market Shares delivered on the Closing Dates will bear the legend required by Section 6.3 of the Declaration of Trust and a legend referring to the Fund's agreements in the second sentence of Section 3(c) hereof and in Section 5 hereof and the Fund agrees to be bound by the provisions of such legends. (k) Immunity of Trustees, et al. No obligation of NPRT hereunder is personally binding upon, nor shall resort in respect thereof be had to the private property of, any of the Trustees, shareholders, officers, employees or agents of NPRT, but the Trust Property (as defined in the Declaration of Trust) or a specific portion thereof only shall be bound. IN WITNESS WHEREOF, this Agreement has been executed on behalf of NPRT and the Fund, all as of the date first above written. NEW PLAN REALTY TRUST BELEGGINGSMAATSCHAPPIJ MIDAS B.V. By By Title: Title: The undersigned, to induce NPRT (the terms used herein are those used in the above Agreement) to enter in to the above Agreement with the Fund, the undersigned's wholly-owned subsidiary, and for other good and valuable consideration the receipt whereof is hereby acknowledged, hereby guarantees to NPRT, and its successors and assigns, the full payment of the purchase price by the Fund for the Firm Shares on the initial Closing Date if the conditions for the payment of the purchase price have been satisfied. This guaranty of the undersigned is irrevocable and shall bind the undersigned and its successors and assigns. ALGEMEEN BURGERLIJK PENSIOENFONDS By