SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 02549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 14,
1998
NEW PLAN REALTY TRUST
(Exact name of registrant as specified in its charter)
Massachusetts 001-08459 13-1995781
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation
or organization)
1120 Avenue of Americas, New York, New York 10036
(Address of principal executive offices) (Zip Code)
(212) 869-3000
(Registrant's Telephone Number)
Item 5. Other Events
On May 14, 1998, New Plan Realty Trust, a
Massachusetts business trust (the "Company"), Excel
Realty Trust, Inc., a Maryland corporation ("Excel"), and
ERT Merger Sub, Inc., a Maryland corporation and a
wholly-owned subsidiary of Excel ("Sub"), entered into an
Agreement and Plan of Merger dated as of May 14, 1998
(the "Merger Agreement") providing for the merger of the
Sub with and into the Company and the Company surviving
as a wholly-owned subsidiary of Excel. The Merger
Agreement calls for Excel to declare a 20% stock dividend
and then issue one share of Excel for each share of the
Company outstanding. After the merger, Excel, which will
be renamed New Plan Excel Realty Trust, Inc. ("New Plan
Excel"), will have approximately 93 million common shares
outstanding. Holders of the Company's shares upon
consummation of the merger will then hold approximately
65% of the outstanding common stock of New Plan Excel.
The dividend policy of New Plan Excel for the first year
following the merger will be $1.60 per share with
anticipated minimum increases of $0.0025 per share per
quarter until the current quarterly dividend (expressed
as an annual rate) is $1.67 per share.
Holders of the Company's Series A Cumulative Step Up
Premium Rate Preferred Shares are to receive an equal
amount of Excel's Series D Cumulative Voting Step Up
Premium Rate Preferred Stock ("Excel Series D Preferred
Stock") with substantially identical terms, except that
holders of the Excel Series D Preferred Stock will have
the right to vote with the holders of the common stock of
New Plan Excel on all matters and for two additional
directors of New Plan Excel if the distributions on the
Excel Series D Preferred Stock are in arrears for six or
more quarterly periods. In addition, an application will
be made to list the Excel Series D Preferred Stock on the
New York Stock Exchange.
In accordance with the Merger Agreement, the Board
of Directors of New Plan Excel is to consist of nine (9)
current members on the Company's Board and six (6)
members currently on Excel's Board. The senior
management of New Plan Excel is to be as follows:
William Newman: Chairman
Arnold Laubich: Chief Executive Officer
Gary B. Sabin: President and Chairman
of Investment Committee
James M. Steuterman: Executive Vice President and
Co-Chief Operating Officer
Richard B. Muir: Executive Vice President and
Co-Chief Operating Officer
David A. Lund: Chief Financial Officer
New Plan Excel's headquarters will be based in New
York with operational headquarters in New York and San
Diego.
The Merger Agreement and the press release are
attached as Exhibits 2.1 and 99.1 hereto, respectively,
and are hereby incorporated herein by reference. The
merger is subject to shareholder approval and customary
closing conditions.
Item 7. Exhibits
2.1 Agreement and Plan of Merger dated as of May 14,
1998 between the Company, Excel and the Sub.
99.1 Press release issued by the Company and Excel
on May 14, 1998.
SIGNATURE
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
thereunto duly authorized.
NEW PLAN REALTY TRUST
Registrant
Dated: May 22, 1998 /s/ Steven F. Siegel
-----------------------------
Steven F. Siegel
General Counsel and Secretary