SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM 8-K/A
__________
Amendment No. 3
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
__________________________________
Date of Report March 19, 1996 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 its Current Report on Form 8-K,
dated October 20, 1995, and the Form 8-K/A - Amendment No. 1, dated November 9,
1995 and the Form 8-K/A - Amendment No. 2, dated December 22, 1996, by (i)
deleting item 2 and inserting item 5 in lieu thereof, and (ii) amending Item 7.
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: March 19, 1996
Item 5. Other Events
New Plan Realty Trust (the "Trust") entered into a contract, as
amended, to purchase the seven shopping centers listed below (the
"Properties"). The acquisition of the Properties occurred on December 11,
1995. The aggregate purchase price of the Properties was approximately $106.6
million, payable (i) $85.1 million in cash, a portion of which was obtained
from the Trust's November 1995 public offering of 4,060,000 shares of
beneficial interest, and (ii) $21.5 million by assuming an existing mortgage.
The Trust's previously filed Form 8-K/A - Amendment No. 2 included an
additional property, Westland Crossing, which was not purchased by the Trust.
Delta Center, Lansing, MI
The Property consists of approximately 174,000 square feet of gross
leasable area on approximately 16 acres. The Property is 90% occupied.
The principal tenants are: Pet Food, TJ Maxx, and Kids 'R Us.
The Seller is: Dean Witter Realty Income Partnership III, L.P.
Farmington Crossing, Farmington, MI
The Property consists of approximately 84,000 square feet of gross
leasable area on approximately 18 acres. The Property is 93% occupied.
The principal tenants are: Farmer Jack and Perry Drug.
The Seller is: Farmington/Nine Mile Associates
Fashion Corners, Saginaw, MI
The Property consists of approximately 189,000 square feet of gross
leasable area on approximately 15 acres. The Property is 77% occupied.
The principal tenants are: Best Products, Best Buy, and Kids 'R Us.
The Seller is: Dean Witter Realty Income Partnership III, L.P.
Hall Road Crossing, Shelby, MI
The Property consists of approximately 176,000 square feet of gross
leasable area on approximately 27 acres. The Property is 93% occupied.
The principal tenants are: Michaels, Pet Food, TJ Maxx, Kids 'R Us, and
Gander Mountain.
The Seller is: Dean Witter Escrow Partnership III, L.P.
Hampton Village Centre, Rochester Hills, MI
The Property consists of approximately 460,000 square feet of gross
leasable area on approximately 91 acres. The Property is 96% occupied.
The principal tenants are: Farmer Jack, TJ Maxx, Dunham's, Office Max,
Builders Square, Star Theatre, Michaels, and Barnes & Noble.
The Seller is: Hampton Crossing Associates
Midway Crossing, Elyria, OH
The Property consists of approximately 139,000 square feet of gross
leasable area on approximately 15 acres. The Property is 100% occupied.
The principal tenants are: Dunham's, TJ Maxx, and US Merchandise.
The Seller is: Midway Crossing Limited Partnership
Wallkill Plaza, Middletown, NY
The Property consists of approximately 203,000 square feet of gross
leasable area on approximately 24 acres. The Property is 89% occupied.
The principal tenants are: Shop-Rite, Bradlee's and Rite-Aid.
The Seller is: Dean Witter Realty Income Partnership II, L.P.
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.
Audited statements of revenue and certain operating expenses for the year
ended July 31, 1995 and pro forma financial information reflecting the
acquisition of the Properties are included in this 8-K/A - Amendment No. 3.
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 December 15, 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 statements of income
for the year ended July 31, 1995 and the six months
ended January 31, 1996.
(b) Condensed consolidated balance sheet as of January 31,
1996.
(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, 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
December 15, 1995
CERTAIN PROPERTIES ACQUIRED
HISTORICAL SUMMARY OF REVENUES AND CERTAIN OPERATING EXPENSES
FOR THE YEAR ENDED JULY 31, 1995
(In Thousands)
Rental Income $16,090
Repairs and maintenance $2,067
Real estate taxes 2,253
Other operating expenses 468
______
4,788
_______
Excess of revenues over
certain operating expenses $11,302
=======
NOTE:
The Historical Summary of Revenues and Certain Operating Expenses relates to
the operations of Wallkill Plaza, Midway Crossing, Delta Center, Fashion
Corners, 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 - $10,933 1999 - $8,085
1997 - 9,570 2000 - 7,163
1998 - 8,602 thereafter - 43,955
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 $ 11,302
Less:
Estimated depreciation 2,132
________
Estimated taxable operating income $ 9,170
========
Estimates of funds generated:
_______________________
Estimated taxable operating income $ 9,170
Add: Estimated depreciation 2,132
________
Estimate of funds generated $ 11,302
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_______________________
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 TAXABLE OPERATING 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 condensed consolidated balance sheet as of January
31, 1996 reflects the acquisition of the Properties.
The pro forma condensed consolidated statements of income for the year
ended July 31, 1995 and the six months ended January 31, 1996 reflect 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 of approximately $106.6 million was financed by the
assumption of a mortgage of $21.5 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 statements 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) and its unaudited consolidated financial
statements as of January 31, 1996 and for the six months then ended (which are
contained in the Trust's Form 10-Q for the period ended January 31, 1996) and
the accompanying notes.
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 ADJUSTMENTS PRO FORMA
___________ ___________ ___________ _________
Rental Revenues $126,448 $16,090 $142,538
Interest And Dividends 4,128 (155) (2,3) 3,973
130,576 16,090 (155) 146,511
Operating Expenses 43,343 4,788 48,131
Depreciation Expense 15,055 2,132 (2,4) 17,187
Interest Expense 7,174 2,016 (2,3) 9,190
_______________________________________ ________
65,004 11,302 (4,303) 72,003
Other Deductions 2,516 2,516
Other Income 228 228
_______________________________________ ________
Net Income $62,716 11,302 (4,303) 69,715
======================================= ========
Net Income Per Share $1.19 $1.22
Average Shares Outstanding 52,894 4,060 56,954
See Accompanying Notes To Pro Forma Condensed Consolidated Financial Statements
(Unaudited)
NEW PLAN REALTY TRUST AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
SIX MONTHS ENDED JANUARY 31, 1996
(In thousands except for per share amounts)
HISTORICAL PRO FORMA
AS REPORTED ACQUISITION ADJUSTMENTS PRO FORMA
___________ ___________ ___________ _________
Rental Revenues $76,398 $8,045 (2,005) (2) $82,438
Interest And Dividends 2,920 (78) (2,3) 2,842
_______________________________________ ________
79,318 8,045 (2,083) 85,280
Operating Expenses 26,619 2,394 (546) (2) 28,467
Depreciation Expense 9,302 969 (2,4) 10,271
Interest Expense 8,456 651 (2,3) 9,107
_______________________________________ ________
34,941 5,651 (3,157) 37,435
Other Deductions 1,438 1,438
Other Income 783 783
_______________________________________ ________
Net Income $34,286 5,651 (3,157) 36,780
======================================= ========
Net Income Per Share $.62 $.64
Average Shares Outstanding 55,131 2,323 57,454
See Accompanying Notes To Pro Forma Condensed Consolidated Financial Statements
(Unaudited)
NEW PLAN REALTY TRUST AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
AS OF JANUARY 31, 1996
(In Thousands)
AS REPORTED(1)
___________
ASSETS:
REAL ESTATE $828,847
CASH, CASH EQUIVALENTS,
MARKETABLE SECURITIES AND
OTHER INVESTMENTS 30,158
OTHER 43,474
________
TOTAL ASSETS $902,479
========
LIABILITIES:
MORTGAGES PAYABLE $ 44,939
NOTES PAYABLE 179,422
OTHER LIABILITIES 22,220
________
246,581
SHAREHOLDERS' EQUITY 655,898
________
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $902,479
========
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. Includes the acquisition of the Properties for cash obtained from the
issuance by the Trust of 4,060,000 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 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 a Property, and cash
on hand. Accordingly, no pro forma adjustments are required.
2. Pro Forma Adjustments to the unaudited Pro Forma Condensed
Consolidated Statements of Income for the year ended July 31, 1995 and
the six months ended January 31, 1996 include adjustments to rental
revenue and interest income and operating, 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.)
3. Pro Forma Adjustments to the unaudited Pro Forma Condensed
Consolidated Statements of Income for the year ended July 31, 1995 and
for the six months ended January 31, 1996 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 mortgage.
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.
4. 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 December 15, 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. 3 of the Trust dated March 19,
1996.
EICHLER, BERGSMAN & CO., LLP
New York, New York
March 19, 1996