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 November 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 (i) item 5, and (ii) the following
information contained in Item 7 - Financial Statements and Exhibits of its
Current Report on Form 8-K, dated October 20, 1995:
New Plan Realty Trust and Subsidiaries - Pro forma condensed
consolidated financial statements (unaudited):
a. Pro forma condensed consolidated statement of income for
the year ended July 31, 1995.
b. Pro forma condensed consolidated balance sheet as of July
31, 1995.
c. Notes to pro forma condensed consolidated financial
statements.
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: November 9, 1995
Item 5. Other Events
The Trust has recently entered into a contract to purchase nine
shopping centers with approximately 1,679,000 gross rentable square feet for an
aggregate purchase price of approximately $126 million, $88 million of which
will be paid in cash and $38 million of which will be paid by assuming or
taking subject to existing non-recourse mortgages. The acquisition, which is
anticipated to close in November 1995, will increase the gross rentable square
feet in the Trust's retail portfolio to approximately 17,700,000 gross rentable
square feet. Although the Trust has completed a substantial portion of its due
diligence review, there can be no assurance that these properties will be
purchased. Based upon information provided to the Trust by the sellers in the
acquisition, set forth below is certain relevant information regarding the
properties to be purchased in the acquisition.
Gross
Rentable Occupancy
Square Year As of
Property Feet Built Acres October 15, 1995 Major Tenants
- -------- -------- ----- ----- ---------------- --------------
Delta Center
Lansing, MI 173,619 1985 16 95% Service Merchandise
Pet Food
TJ Maxx
Kids 'R Us
Farmington Crossing
Farmington, MI 84,310 1985 8 93% Farmer Jack
Perry Drug
Fashion Corners
Saginaw, MI 188,933 1986 15 94% Kids 'R Us
TJ Maxx
Best Products
Best Buy
Genessee Crossing
Flint, MI 119,006 1988 10 99% Burlington Coat
Factory
Hall Road Crossing
Shelby, MI 176,000 1985 27 93% Michaels
TJ Maxx
Pet Food
Gander Mountain
Hampton Village
Centre
Rochester Hills, MI 460,268 1990 91 96% Farmer Jack
TJ Maxx
Dunham's
Office Max
Builders Square
Star Theatre
Michaels
Barnes & Noble
Westland Crossing
Westland, MI 134,557 1985 20 90% Marshall's
Franks
Walkill Plaza
Middletown, NY 203,234 1986 24 86% Shop-Rite
Bradlee's(1)
Rite Aid
Midway Crossing
Elyria, OH 138,817 1986 15 100% Dunham's
TJ Maxx
US Merchandise
==============================================================================
(1) Bradlee's recently filed a petition for bankruptcy under Chapter 11 of
the United States Bankruptcy Code. The purchase contract for the acquisition
provides that if the Bradlee's lease is rejected in bankruptcy, the aggregate
purchase price for the acquisition will be reduced by $1.2 million.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(a) and (b) Financial Statements of Businesses Acquired and Pro
Forma Financial Information
1. Report of Eichler, Bergsman & Co., LLP, Independent Certified
Public Accountants, dated October 18, 1995.
2. Certain properties acquired - Historical summary of revenues and
certain operating expenses for the year ended July 31, 1995.
3. In addition, the following pro forma financial information is
provided to reflect all Properties acquired:
(i) New Plan Realty Trust and Subsidiaries - Information
Pursuant to Rule 3-14 of Regulation S-X.
(ii) New Plan Realty Trust and Subsidiaries - Pro forma
condensed consolidated financial statements (unaudited):
(a) Pro forma condensed consolidated statement of income
for the year ended July 31, 1995.
(b) Pro forma condensed consolidated balance sheet as of
July 31, 1995.
(c) Notes to pro forma condensed consolidated financial
statements.
c. 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 Wallkill Plaza, Midway Crossing, Delta Center, Fashion
Corners, Genesee Crossing, Westland Crossing, Farmington Crossroads, Hall Road
Crossing, and Hampton Village Centre (the "Properties") for the year ended July
31, 1995. 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 & Co., LLP
New York, New York
October 18, 1995
CERTAIN PROPERTIES ACQUIRED
HISTORICAL SUMMARY OF REVENUES AND CERTAIN OPERATING EXPENSES
FOR THE YEAR ENDED JULY 31, 1995
(In Thousands)
Rental Income $19,218
Repairs and maintenance $2,357
Real estate taxes 2,664
Other operating expenses 780
______
5,801
_______
Excess of revenues over
certain operating expenses $13,417
=======
NOTE:
The Historical Summary of Revenues and Certain Operating Expenses relates to
the operations of Wallkill Plaza, Midway Crossing, Delta Center, Fashion
Corners, Genesee Crossing, Westland Crossing, Farmington Crossroads, Hall Road
Crossing, and Hampton Village Centre (the "Properties") while under ownership
previous to New Plan Realty Trust. All of the Properties are shopping centers.
The summary has been prepared on the accrual method of accounting. Operating
expenses include maintenance and repair expenses, utilities, real estate taxes,
insurance and certain other expenses. In accordance with the regulations of
the Securities and Exchange Commission, mortgage interest expense,
depreciation, and general and administrative costs have been excluded from
operating expenses, as they are dependent upon a particular owner, purchase
price or financial arrangement.
Minimum future rentals for the years ended July 31 under existing commercial
operating leases at the shopping centers being reported on are approximately as
follows (in thousands):
1996 - $12,878 1999 - $9,322
1997 - 11,182 2000 - 7,992
1998 - 10,075 thereafter - 47,887
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 OF 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 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 the year
ended July 31, 1995 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 (In Thousands)
_______________________
Operating income before depreciation expense $ 13,417
Less:
Estimated depreciation 2,520
________
Estimated taxable operating income $ 10,897
========
Estimates of funds generated:
_______________________
Estimated taxable operating income $ 10,897
Add: Estimated depreciation 2,520
Estimate of funds generated $ 13,417
_______________________
b. Estimated taxable income for New Plan Realty Trust (including the
Properties) for the year ended July 31, 1995 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
July 31, 1995 reflects the acquisition of the Properties as if the transaction
had occurred on that date.
The pro forma condensed consolidated statement of income for the year
ended July 31, 1995 reflects the acquisition of the Properties as if the
transaction had occurred on August 1, 1994. This pro forma information is
based on the historical statements of the Trust after giving effect to the
acquisition of the Properties.
The acquisition cost will be financed by the assumption of mortgages
aggregating approximately $38 million, the proceeds from a public offering of
shares of beneficial interest registered under a shelf registration statement
and for which a prospectus supplement has been filed, and cash on hand.
The unaudited pro forma condensed consolidated financial statements have
been prepared by New Plan Realty Trust management. The unaudited pro forma
condensed consolidated statement of income may not be indicative of the results
that would have actually occurred had the acquisition been made on the date
indicated. Also, it 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, 1995 and for the year then
ended and the accompanying notes (which are contained in the Trust's Form 10-K
for the year ended July 31, 1995).
NEW PLAN REALTY TRUST AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
YEAR ENDED JULY 31, 1995
(In thousands except for per share amounts)
HISTORICAL PRO FORMA
AS REPORTED ACQUISITION(2) ADJUSTMENTS PRO FORMA
___________ ______________ ___________ _________
Rental Revenues $126,448 $19,218 $145,666
Interest And Dividends 4,128 (336) (3,4) 3,792
__________________________________ ________
130,576 19,218 (336) 149,458
Operating Expenses 43,343 5,801 49,144
Depreciation Expense 15,055 2,520 (3,5) 17,575
Interest Expense 7,174 3,524 (3,4) 10,698
__________________________________ ________
65,004 13,417 (6,380) 72,041
Other Deductions 2,516 2,516
Other Income 228 228
__________________________________ ________
Net Income $62,716 13,417 (6,380) 69,753
================================== ========
Net Income Per Share $1.19 $1.23
Average Shares Outstanding 52,894 4,000 56,894
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 JULY 31, 1995
(In Thousands)
PRO FORMA
AS REPORTED ADJUSTMENTS(1) PRO FORMA
___________ ______________ _________
ASSETS:
REAL ESTATE $701,074 $126,000 $827,074
CASH, CASH EQUIVALENTS,
MARKETABLE SECURITIES
AND OTHER INVESTMENTS 80,813 (8,390) 72,423
OTHER 14,749 14,749
________ ________ ________
TOTAL ASSETS $796,636 $117,610 $914,246
======== ======== ========
LIABILITIES:
MORTGAGES PAYABLE $ 27,295 $ 37,590 $ 64,885
NOTES PAYABLE 179,357 179,357
OTHER LIABILITIES 19,455 19,455
________ ________ ________
226,107 37,590 263,697
SHAREHOLDERS' EQUITY 570,529 80,020 650,549
________ ________ ________
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $796,636 $117,610 $914,246
======== ======== ========
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 to be obtained from
the issuance (the "Offering") by the Trust of 4,000,000 million common
shares of beneficial interest at a price of $20.00 per share, net of
offering costs (based on an offering price of $21.25 per share (the
closing price of the common shares of beneficial interest on the New York
Stock Exchange on November 8, 1995)), pursuant to the Trust's Shelf
Registration Statement on Form S-3, as amended (Registration No. 33-
61383), the assumption of existing debt in connection with the purchase of
two of the Properties, and cash on hand.
2. Amounts as reported have been adjusted by historical results.
3. Pro Forma Adjustments to the unaudited Pro Forma Condensed Consolidated
Statement of Income for the year ended July 31, 1995 includes adjustments
to interest income and interest and depreciation expense to reflect the
acquisition of the Properties as if they had been acquired on August 1,
1994. (See Notes 4 and 5.)
4. Pro Forma Adjustments to the unaudited Pro Forma Condensed Consolidated
Statement of Income for the year ended July 31, 1995 include interest
expense relating to the mortgages being used to finance a portion of the
purchase price and a reduction in interest income due to the use of cash
on hand. The interest rate used for calculating the interest expense was
9.375%, representing the interest rate on the mortgages. The interest
rate used for calculating the reduction in interest income was 4%,
representing the average rate of interest earned on the Trust's cash
balances.
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.
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. 33-58596, 33-61383
and 33-60315) and on Forms S-8 (33-57946 and 33-59077) of our report dated
October 18, 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 the year ended July 31, 1995, which is included in this
Form 8-K/A - Amendment No. 1 of the Trust dated November 9, 1995.
EICHLER, BERGSMAN & CO., LLP
New York, New York
November 9, 1995