SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________ FORM 8-K/A __________ Amendment No. 1 Current Report Pursuant to Section 13 or 15(d) ______________________________________________ of the Securities Exchange Act of 1934 ______________________________________ Date of Report August 9, 1995 Commission file number 1-8459 __________________________ _____________________________ New Plan Realty Trust ____________________ (Exact name of registrant as specified in charter) Massachusetts 13-1995781 ______________________ _______________________________ (State of Incorporation) (IRS Employer Identification No.) 1120 Avenue of the Americas, New York, New York 10036 ____________________________________________________ (Address of principal executive offices) (212) 869-3000 _____________________________ (Registrant's telephone number) The undersigned registrant hereby amends Item 7 - Financial Statements and Exhibits of its Current Report on Form 8-K, dated July 25, 1995, as set forth in the pages attached hereto. The financial statements included in this 8-K/A - Amendment No. 1 reflect the acquisition of properties which previously have been described in the undersigned's Current Report on Form 8-K, dated May 30, 1995. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. NEW PLAN REALTY TRUST (Registrant) By: /s/ Michael I. Brown _______________________________________ Michael I. Brown Chief Financial Officer, Controller Dated: August 9, 1995 Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits. _________________________________________________________________ A. Financial Statements Included herewith are the following financial statements reflecting the acquisition of Haymarket Square, Haymarket Mall and Maple Village shopping centers, and The Club and Saddlebrook apartments. 1. Report of Eichler, Bergsman, Belonsky & Guz, Independent Certified Public Accountants, dated July 24, 1995. 2. Certain properties acquired - Historical summary of revenues and certain operating expenses for various year ends. 3. New Plan Realty Trust and Subsidiaries - Estimates of net income and funds generated from certain properties acquired (unaudited), and related Notes. 4. New Plan Realty Trust and Subsidiaries - Pro forma condensed consolidated financial statements (unaudited): (a) Pro forma condensed consolidated statements of income for the nine months ended April 30, 1995 and the twelve months ended July 31, 1994. (b) Pro forma condensed consolidated balance sheet at April 30, 1995. (c) Notes to pro forma condensed consolidated financial statements. B. Exhibits Included herewith is Exhibit No. 23, the Consent of the Independent Public Accountants. New Plan Realty Trust 1120 Avenue of the Americas New York, NY 10036 INDEPENDENT AUDITORS' REPORT We have audited the accompanying Historical Summary of Revenues and Certain Operating Expenses of Haymarket Square, Haymarket Mall, Saddlebrook Apartments and The Club Apartments for the year ended September 30, 1994 and Maple Village for the year ended July 31, 1994 (the "Properties"). This Historical Summary is the responsibility of New Plan Realty Trust's management. Our responsibility is to express an opinion on this Historical Summary based on our audit. We conducted our audit in accordance with generally accepted auditing standards. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the Historical Summary is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Historical Summary. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Historical Summary. We believe that our audit provides a reasonable basis for our opinion. The Historical Summary has been prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission, and its use for any other purpose may be inappropriate. Accordingly, as described in the Note to the Historical Summary, the statement excludes interest, depreciation, and general and administrative expenses for the period examined, and is not intended to be a complete presentation of the Properties revenues and expenses. In our opinion, the Historical Summary referred to above presents fairly, in all material respects, the revenues and certain operating expenses (exclusive of interest, depreciation and general and administrative expenses) in conformity with generally accepted accounting principles. Eichler, Bergsman, Belonsky & Guz New York, New York July 24, 1995 CERTAIN PROPERTIES ACQUIRED HISTORICAL SUMMARY OF REVENUES AND CERTAIN OPERATING EXPENSES FOR THE YEAR ENDED SEPTEMBER 30, 1994 Rental Income $8,165,498 Repairs and maintenance $ 615,789 Real estate taxes 1,116,833 Other operating expenses 1,933,168 3,665,790 _________ __________ Excess of revenues over certain operating expenses $4,499,708 ========= NOTE: The Historical Summary of Revenues and Certain Operating Expenses relates to the operations of Haymarket Mall, Haymarket Square, Saddlebrook Apartments and The Club Apartments for the year ended September 30, 1994 and Maple Village Shopping Center for the year ended July 31, 1994 (the "Properties") while under ownership previous to New Plan Realty Trust. The Properties are shopping centers except for The Club Apartments and Saddlebrook Apartments which are residential complexes. The summary has been prepared on the accrual method of accounting. Operating expenses include maintenance and repair expenses, utilities, real estate taxes, insurance and certain other expenses. In accordance with the regulations of the Securities and Exchange Commission, mortgage interest expense, depreciation, and general and administrative costs have been excluded from operating expenses, as they are dependent upon a particular owner, purchase price or financial arrangement. Minimum future rentals under existing commercial operating leases at the shopping centers being reported on are approximately as follows (in thousands): 1995 - $3,194 1998 - $2,408 1996 - 3,069 1999 - 2,251 1997 - 2,666 thereafter - 10,488 The above assumes that all leases which expire are not renewed, therefore neither renewal rentals nor rentals from replacement tenants are included. Minimum future rentals do not include contingent rentals which may be received under certain leases on the basis of percentage of reported tenants' sales volumes, increases in Consumer Price Indices, common area maintenance charges and real estate tax reimbursement. NEW PLAN REALTY TRUST AND SUBSIDIARIES INFORMATION PURSUANT TO RULE 3-14 REGULATION S-X Part I MANAGEMENT ASSESSMENT Management's assessment of the Properties prior to acquisition includes, but is not limited to, the quality of the tenant base, regional demographics, the competitive environment, operating expenses and local property taxes. In addition, the physical aspect of the Properties, location, condition and quality of design and construction are evaluated. Management also always conducts Phase I and II environmental tests. All factors, when viewed in their entirety, have met management's acquisition criteria. Management is not aware of any material factors relating to the acquisition other than those discussed above. Part II ESTIMATES OF TAXABLE OPERATING INCOME AND FUNDS GENERATED FROM CERTAIN PROPERTIES ACQUIRED (UNAUDITED) a. The following presents an estimate of taxable net income and funds generated from the operation of the acquired Properties for various year ends (all of which include twelve months of the prior owners' operations before acquisition by New Plan Realty Trust) based on the Historical Summary of Revenues and Certain Operating Expenses. These estimated results do not purport to present expected results of operations for the Properties in the future and were prepared on the basis described in the accompanying notes which should be read in conjunction herewith. Estimates of taxable operating income* (000 omitted) _____________________________________ Operating income before depreciation expense $4,500 Less: Estimated depreciation 845 _____ Estimated taxable operating income $3,655 ===== Estimates of funds generated: ____________________________ Estimated taxable operating income* $3,655 Add: Estimated depreciation 845 _____ Estimate of funds generated* $4,500 ===== ___________________________ * Estimates of taxable operating income and funds generated do not include approximately $607,000 of revenue increases that occurred subsequent to the beginning of the historical years audited. b. Estimated taxable income for New Plan Realty Trust (including the acquired properties) for the various year ends is approximately the same as Pro Forma net income and Revised Pro Forma net income reported on the Pro Forma Condensed Statement of Income (Unaudited). NEW PLAN REALTY TRUST AND SUBSIDIARIES NOTES TO ESTIMATES OF NET INCOME AND FUNDS GENERATED FROM CERTAIN PROPERTIES ACQUIRED (UNAUDITED) Basis of Presentation 1. Estimated depreciation was based upon an allocation of the purchase price to land (20%) and building (80%) with the depreciation being taken over a 40 year life using the straight line method. 2. No income taxes have been provided because New Plan Realty Trust is taxed as a real estate investment trust under the provisions of the Internal Revenue Code. Accordingly, the Trust does not pay Federal income tax whenever income distributed to shareholders is equal to at least 95% of real estate investment trust taxable income and certain other conditions are met. NEW PLAN REALTY TRUST AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) The following unaudited pro forma condensed consolidated balance sheet at April 30, 1995 reflects the acquisition of the Properties as if the transactions had occurred on that date. The pro forma condensed consolidated statements of income for the year ended July 31, 1994 and the nine months ended April 30, 1995 assume the acquisition of the Properties as if it had occurred as of August 1, 1993. This pro forma information is based on the historical statements of the Trust after giving effect to the acquisition of the Properties. The unaudited pro forma condensed consolidated financial statements have been prepared by New Plan Realty Trust management. The unaudited pro forma condensed consolidated statements of income may not be indicative of the results that would have actually occurred had the acquisitions been made on the dates indicated. Also, they may not be indicative of the results that may be achieved in the future. The unaudited pro forma condensed consolidated financial statements should be read in conjunction with New Plan Realty Trust's audited consolidated financial statements as of July 31, 1994 and for the year then ended (which are contained in the Trust's Form 10-K for the year ended July 31, 1994) and the unaudited consolidated financial statements as of April 30, 1995 and for the nine months then ended (which are contained in the Trust's Form 10-Q for the period ended April 30, 1995) and the accompanying notes. NEW PLAN REALTY TRUST AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) NINE MONTHS ENDED APRIL 30, 1995 (In thousands except for per share amounts) HISTORICAL PRO FORMA AS REPORTED ACQUISITION ADJUSTMENTS(2) PRO FORMA ___________ ___________ _____________ _________ Rental Revenues $92,075 $6,124 (366) (7) $97,833 Interest And Dividends 2,704 2,704 94,779 6,124 (366) 100,537 Operating Expenses 31,451 2,749 (329) 33,871 Depreciation Expense 10,871 544 (3,5) 11,415 Interest Expense 3,766 2,462 (3,4) 6,228 __________________________________ ______ 48,691 3,375 (3,043) 49,023 Other Deductions 1,724 1,724 __________________________________ ______ Net Income $46,967 3,375 (3,043) 47,299 ================================== ====== Net Income Per Share $.89 $.90 Average Shares Outstanding 52,808 52,808 See Accompanying Notes To Pro Forma Condensed Consolidated Financial Statements NEW PLAN REALTY TRUST AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) YEAR ENDED JULY 31, 1994 (In thousands except for per share amounts) PREVIOUSLY REPORTED(6) HISTORICAL PRO FORMA HISTORICAL PRO FORMA REVISED AS REPORTED ACQUISITION ADJUSTMENTS(2) PRO FORMA ACQUISITION ADJUSTMENTS PRO FORMA ___________ ___________ ______________ _________ ___________ ___________ _________ RENTAL REVENUES $96,384 $8,165 607 (7) $105,156 $ 5,558 $ 583 $111,297 INTEREST AND DIVIDENDS 4,571 4,571 4,571 ____________________________________ _______ ______ _____ _______ 100,955 8,165 607 109,727 5,558 583 115,868 OPERATING EXPENSES 33,284 3,666 36,950 1,360 38,310 DEPRECIATION EXPENSE 11,342 845 (3,5) 12,187 940 13,127 INTEREST EXPENSE 2,289 3,283 (3,4) 5,572 3,309 8,881 ____________________________________ _______ ______ _____ _______ 54,040 4,499 (3,521) $ 55,018 4,198 (3,666) 55,550 _______ OTHER DEDUCTIONS 2,713 2,713 2,713 OTHER INCOME 990 990 990 ____________________________________ _______ ______ _____ _______ NET INCOME $ 52,317 4,499 (3,521) 53,295 4,198 (3,666) 53,827 ==================================== ======= ====== ===== ======= EARNINGS PER SHARE $1.06 $1.08 $1.09 AVERAGE SHARES OUTSTANDING 49,502 49,502 49,502 SEE ACCOMPANYING NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NEW PLAN REALTY TRUST AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED) AS OF APRIL 30, 1995 (In Thousands) PRO FORMA AS REPORTED ADJUSTMENTS(1) PRO FORMA ___________ ______________ _________ ASSETS: REAL ESTATE $629,809 $42,274 $672,083 CASH, CASH EQUIVALENTS, MKT SEC AND OTHER INVESTMENTS 66,945 (36,015) 30,930 OTHER 15,133 15,133 _______ _______ _______ TOTAL ASSETS $711,887 $ 6,259 $718,146 ======= ======= ======= LIABILITIES: MORTGAGES PAYABLE $ 30,496 $ 6,259 $ 36,755 NOTES PAYABLE 98,643 98,643 OTHER LIABILITIES 13,402 13,402 _______ _______ _______ 142,541 6,259 148,800 SHAREHOLDERS' EQUITY 569,346 569,346 _______ _______ _______ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $711,887 $ 6,259 $718,146 ======= ======= ======= SEE ACCOMPANYING NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NEW PLAN REALTY TRUST AND SUBSIDIARIES NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. Represents the acquisition of the Properties for cash obtained from the Trust's issue of Ten Year Unsecured Senior Notes and the assumption of existing debt in connection with the purchase of one Property. 2. Amounts as reported have been adjusted by historical results. These adjustments to the Pro Forma Condensed Consolidated Statements of Income (Unaudited) have the effect of reflecting the results for the year ended July 31, 1994 and the nine months ended April 30, 1995 as if the Properties had been acquired as of August 1, 1993. 3. Pro Forma Adjustments to the Pro Forma Condensed Consolidated Statements of Income (Unaudited) for the year ended July 31, 1994 and the nine months ended April 30, 1995 includes adjustments to interest and depreciation expense to give effect to including the acquired properties as if they had been acquired on August 1, 1993. (See Notes 4 and 5.) 4. Pro Forma Adjustments to the Pro Forma Condensed Consolidated Statements of Income (Unaudited) for the year ended July 31, 1994 and the nine months ended April 30, 1995 include interest expense for the borrowing of funds to pay the purchase price of the acquisitions. The interest rate used for calculating the cost of borrowed funds for the year ended July 31, 1994 and the nine months ended April 30, 1995 was 7.95% which was the effective rate of interest on the Trust's Ten Year Unsecured Senior Notes. In addition, the adjustment includes the interest cost applicable to the existing debt that was assumed upon the purchase of one Property. 5. Estimated depreciation was based upon an allocation of the purchase price to land (20%) and building (80%) with the depreciation being taken over a 40 year life using the straight line method. 6. Refer to Form 8 K/A Amendment No. 1 dated May 31, 1995 for previously reported amounts. 7. Pro Forma Adjustments to the Pro Condensed Consolidated Statements of Income (Unaudited) for the year ended July 31, 1994 and the nine months ended April 30, 1995 include an increase in rental revenues of $607,000 and $455,000, respectively. This adjustment is a result of revenue increases that occurred subsequent to the beginning of the period on which "Historical Acquisition" adjustments are based. EXHIBIT INDEX Exhibit Number Description Page _____________ ___________ ____ 23 Consent of Independent Accountants EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statements of New Plan Realty Trust on Forms S-3 (File Nos. 33-53311, 33-58596, 33-58484 and 33-61383) and on Forms S-8 (33-57946 and 33-59077) of our report dated July 24, 1995, on our audit of the Historical Summary of Revenues and Certain Operating Expenses of certain properties acquired by New Plan Realty Trust (the "Trust") for various year ends, which is included in this Amendment No. 1 on Form 8-K/A of the Trust dated August 9, 1995. EICHLER, BERGSMAN & CO., LLP New York, New York August 9, 1995