=========================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) August 19, 1996 (June 3, 1996) ____________________________ NEW PLAN REALTY TRUST ___________________________________________________________________________ (Exact Name of Registrant as Specified in Charter) Massachusetts 0-7532 13-1995781 ___________________________________________________________________________ (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 1120 Avenue of the Americas, New York, New York 10036 ___________________________________________________________________________ (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (212) 869-3000 _____________________ ___________________________________________________________________________ (Former Name or Former Address, if Changed Since Last Report) Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: August 19, 1996 NEW PLAN REALTY TRUST By: /s/ Michael I. Brown ________________________________ Michael I. Brown Chief Financial Officer and Controller Item 5. Other Events New Plan Realty Trust (the "Trust") purchased six properties for an aggregate purchase price of approximately $34.1 million, of which $23.2 million was paid in cash. The balance, $10.9 million, consisted of mortgage debt. Additional information regarding the six properties is set forth below. Occupancy As of Date of Date of Acqui- Acqui- Property sition Acres sition Seller Units ________ _______ _____ _________ ______ _____ Turtle Creek 6/3/96 13 95% Roper 151 Apartments Mountain LTD Greenville, SC Tara Apartments 6/6/96 19 94% Tara LP 240 Athens, GA Hawthorne 6/18/96 15 93% Hawthorne Heights Heights LP 241 Apartments Indianapolis, IN Plantation 7/31/96 6 95% Owen Mitchell 120 Apartments Apartment Mobile, AL Company Maison De 7/31/96 20 99% Owen Mitchell 347 Ville Apartments Apartment Mobile, AL Company Maison 7/31/96 6 98% Owen Mitchell 56 Imperial Apartment Apartments Company Mobile, AL =============================================================================== Audited statements of revenue and certain operating expenses for the year ended October 31, 1995 and pro forma financial information reflecting the acquisition of the six properties are included in this Current Report on Form 8-K. 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 August 7, 1996. 2. Certain properties acquired - Historical summaries of revenues and certain operating expenses for the year ended October 31, 1995. 3. In addition, the following pro forma financial information is provided to reflect all six 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 nine months ended April 30, 1996. (b) Pro Forma condensed consolidated balance sheet as of April 30, 1996. (c) Notes to pro forma condensed consolidated financial statements. c. Exhibits Included herewith is Exhibit No. 23, the Consent of the Independent 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 Turtle Creek Apartments, Tara Apartments, Hawthorne Heights Apartments, Maison De Ville Apartments, Maison Imperial Apartments and Plantation Apartments (the "Properties") for the year ended October 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 August 7, 1996 CERTAIN PROPERTIES ACQUIRED HISTORICAL SUMMARY OF REVENUES AND CERTAIN OPERATING EXPENSES FOR THE YEAR ENDED October 31, 1995 (In Thousands) Rental Income $6,538 Repairs and maintenance $ 398 Real estate taxes 342 Other operating expenses 1,835 2,575 _____ _____ Excess of revenues over certain operating expenses $3,963 ====== NOTE: The Historical Summary of Revenues and Certain Operating Expenses relates to the operations of Turtle Creek Apartments, Tara Apartments, Hawthorne Heights Apartments, Maison De Ville Apartments, Maison Imperial Apartments and Plantation Apartments (the "Properties") while under ownership previous to New Plan Realty Trust. All Properties are residential apartment 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. 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 six 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 six 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 operating income and funds generated from the operation of the acquired six properties for the year ended October 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 six 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 $3,963 Less: Estimated depreciation 683 _____ Estimated taxable operating income $3,280 ===== Estimates of funds generated: Estimated taxable operating income $3,280 Add: Estimated depreciation 683 _____ Estimate of funds generated $3,963 ===== _________________ b. Estimated taxable income for New Plan Realty Trust (including the six 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 pro forma condensed consolidated statements of income for the year ended July 31, 1995 and the nine months ended April 30, 1996 reflect the acquisition of the six 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 six properties. The following unaudited condensed consolidated balance sheet as of April 30, 1996 reflects the acquisition of the six 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 acquisition been made on the date indicated or 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 April 30, 1996 and for the nine months then ended (which are contained in the Trust's Form 10-Q for the period ended April 30, 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) PREVIOUSLY REPORTED(5) HISTORICAL PRO FORMA HISTORICAL PRO FORMA REVISED AS REPORTED ACQUISITION ADJUSTMENTS PRO FORMA ACQUISITION ADJUSTMENTS PRO FORMA ___________ ___________ ______________ _________ ___________ ___________ _________ RENTAL REVENUES $126,448 $6,538 $132,986 $21,079 $154,065 INTEREST AND DIVIDENDS 4,128 (928)(2,3) 3,200 (1,355) 1,845 ____________________________________ _______ ______ _____ _______ 130,576 6,538 (928) 136,186 21,079 (1,355) 155,910 OPERATING EXPENSES 43,343 2,575 45,918 6,382 52,300 DEPRECIATION EXPENSE 15,055 683 (2,4) 15,738 2,756 18,494 INTEREST EXPENSE 7,174 790 (2,3) 7,964 2,088 10,052 ____________________________________ _______ ______ _____ _______ 65,004 3,963 (2,401) 66,566 14,697 (6,199) 75,064 OTHER DEDUCTIONS 2,516 2,516 2,516 OTHER INCOME 228 228 228 ____________________________________ _______ ______ _____ _______ NET INCOME $ 62,716 3,963 (2,401) $64,278 14,697 (6,199) 72,776 ==================================== ======= ====== ===== ======= NET INCOME PER SHARE $1.19 $1.22 $1.28 AVERAGE SHARES OUTSTANDING 52,894 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) NINE MONTHS ENDED APRIL 30, 1996 (In thousands except for per share amounts) HISTORICAL PRO FORMA AS REPORTED ACQUISITION ADJUSTMENTS PRO FORMA ___________ ___________ _____________ _________ Rental Revenues $118,662 $4,903 $123,565 Interest And Dividends 4,009 ($696)(2,3) 3,313 __________________________________ ______ 122,671 4,903 (696) 126,878 Operating Expenses 41,780 1,931 43,711 Depreciation Expense 14,556 512 (2,4) 15,068 Interest Expense 12,908 590 (2,3) 13,498 __________________________________ ______ 53,427 2,972 (1,798) 54,601 Other Deductions 2,125 2,125 Other Income 281 281 __________________________________ ______ Net Income $51,583 $2,972 ($1,798) $52,757 ================================== ====== Net Income Per Share $ .92 $ .94 Average Shares Outstanding 55,995 55,995 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, 1996 (In Thousands) PRO FORMA PRO AS REPORTED ADJUSTMENTS (1) FORMA ___________ ___________ _____ ASSETS: REAL ESTATE $835,407 $34,100 $869,507 CASH, CASH EQUIVALENTS, MARKETABLE SECURITIES AND OTHER INVESTMENTS 25,607 (23,200) 2,407 OTHER 42,830 42,830 ________ _______ ________ TOTAL ASSETS $903,844 $10,900 $914,744 ======== ======= ======== LIABILITIES: MORTGAGES PAYABLE $ 44,849 $10,900 $ 55,749 NOTES PAYABLE 179,456 179,456 OTHER LIABILITIES 22,398 22,398 ________ _______ ________ 246,703 10,900 257,603 SHAREHOLDERS' EQUITY 657,141 657,141 ________ _______ ________ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $903,844 $10,900 $914,744 ======== ======= ======== 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. Pro Forma Adjustments reflect the acquisition of the six properties using cash on hand and mortgage debt. 2. Pro Forma Adjustments to the unaudited Pro Forma Condensed Consolidated Statements of Income for the year ended July 31, 1995 and the nine months ended April 30, 1996 include adjustments to interest and dividend income and interest and depreciation expense to reflect the acquisition of the six 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 nine months ended April 30, 1996 include a reduction in interest income due to the use of cash on hand to purchase the aforementioned properties and an increase in interest expense due to an increase in mortgage debt to partially finance such acquisitions. 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. The interest rate used for calculating the interest expense was 7.2%, the weighted average interest rate on the mortgage debt. 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. 5. Refer to the Trust's Current Report on Form 8-K/A Amendment No. 3 dated March 19, 1996 and Form 8-K dated June 5, 1996 for previously reported amounts. EXHIBIT INDEX Exhibit Number Description Page ______________ ___________ ____ 23 Consent of Independent Accountants 15 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 August 7, 1996 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 October 31, 1995, which are included in this Current Report on Form 8-K dated August 19, 1996. EICHLER, BERGSMAN & CO., LLP New York, New York August 19, 1996