===============================================================================
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) July 2, 1997
(June 30, 1997)
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)
===============================================================================
Item 5. Other Events.
New Plan Realty Trust, a Massachusetts business trust (the "Company"), is
offering to the public 1,500,000 depositary shares (the "Depositary Shares"),
each representing a 1/10th fractional interest in a 7.80% Series A Cumulative
Step-Up Premium Rate Preferred Share, par value $1.00 per share (a "Preferred
Share"), liquidation preference $500.00 per Preferred Share (equivalent to
$50.00 per Depositary Share). The Depositary Shares and Preferred Shares were
registered as part of the Company's Registration Statement on Form S-3 (No.
333-15635), which was declared effective by the Securities and Exchange
Commission on November 12, 1996. On June 30, 1997, the Company entered into an
Underwriting Agreement and Terms Agreement with Merrill Lynch, Pierce, Fenner &
Smith Incorporated (the "Underwriter") covering the sale by the Company of the
Depositary Shares. The Depositary Shares are to be issued under a Deposit
Agreement to be entered into among the Company, BankBoston N.A., as depositary,
and the holders from time to time of Depositary Receipts evidencing the
Depositary Shares.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
None
(b) Pro Forma Financial Information.
None
(c) Exhibits.
1.1 Underwriting Agreement, Basic Provisions for Preferred
Shares, Depositary Shares, Common Shares and Warrants
between the Company and the Underwriter dated June 30,
1997.
1.2 Terms Agreement between the Company and the Underwriter
dated June 30, 1997.
4.1 Form of Certificate of Designation Supplementing the
Amended and Restated Declaration of Trust of the Trust and
Designating the 7.80% Series A Cumulative Step-Up Premium
Rate Preferred Shares, par value $1.00 per share,
liquidation preference $500.00 per share.
4.2 Form of Preferred Shares Certificate.
4.3 Form of Deposit Agreement (including Form of Depositary
Receipt) to be entered into among the Company, BankBoston
N.A., as depositary, and the holders from time to time of
Depositary Receipts evidencing the Depositary Shares.
SIGNATURES
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: July 2, 1997
NEW PLAN REALTY TRUST
By:/s/ Michael I. Brown
--------------------------
Michael I. Brown
Chief Financial Officer
and Controller