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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): FEBRUARY 3, 1999
NEW PLAN REALTY TRUST
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 1-08459 13-1995781
(State or other jurisdiction (Commission (IRS Employer
of incorporation or organization) File Number) Identification Number)
1120 AVENUE OF THE AMERICAS, 12TH FLOOR
NEW YORK, NEW YORK 10036
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(212) 869-3000
NOT APPLICABLE
(Former name or former address, if changed since last report)
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NEW PLAN REALTY TRUST
ITEM 5. OTHER EVENTS
On February 3, 1999, the Company entered into a Distribution Agreement
with New Plan Excel Realty Trust, Inc., of which the Company is a wholly owned
subsidiary, Salomon Smith Barney Inc., Lehman Brothers Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated and
Prudential Securities Incorporated, as agents, in connection with the
establishment of a medium-term notes program pursuant to which New Plan Excel
Realty Trust, Inc. may issue and sell up to $500,000,000 of its debt securities
entitled "Medium-Term Notes Due Nine Months or More from Date of Issue." As
described in the Distribution Agreement, the Company will provide an
unconditional guarantee as to payment of principal, premium, if any, and
interest of any debt securities issued by New Plan Excel Realty Trust, Inc.
pursuant to the Distribution Agreement. The closing related to the consummation
of the Distribution Agreement is expected to occur on February 3, 1999. A copy
of the Distribution Agreement is filed as an exhibit to this report.
ITEM 7. EXHIBITS
The Exhibits listed below relate to the Registration Statement on Form
S-3 (No. 333-67511) of the New Plan Excel Realty Trust, Inc. and the Company and
are filed herewith for incorporation by reference in such Registration
Statement.
1.1 Distribution Agreement, dated as of February 3, 1999, by and among New
Plan Excel Realty Trust, Inc., New Plan Realty Trust and Salomon Smith
Barney Inc., Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Morgan Stanley Incorporated and Prudential
Securities Incorporated (incorporated by reference to Exhibit 1.1 to
the Current Report on Form 8-K filed on even date herewith by New Plan
Excel Realty Trust, Inc.)
4.1 Indenture, dated as of February 3, 1999, by and among New Plan Excel
Realty Trust, Inc., New Plan Realty Trust and State Street Bank and
Trust Company (incorporated by reference to Exhibit 4.1 to the Current
Report on Form 8-K filed on even date herewith by New Plan Excel Realty
Trust, Inc.)
5.1 Opinion of Goodwin, Procter & Hoar LLP regarding legality of the
guarantee related to the Distribution Agreement
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23.1 Consent of Goodwin, Procter & Hoar LLP to the filing of Exhibit 5.1
herewith (included in its opinion filed as Exhibit 5.1)
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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 hereunto duly authorized.
NEW PLAN REALTY TRUST
Date: February 3, 1999 By: /s/ STEVEN F. SIEGEL
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Steven F. Siegel
Senior Vice President, General Counsel
and Assistant Secretary
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EXHIBIT INDEX
Exhibit Document
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1.1 Distribution Agreement, dated as of February 3, 1999, by and among New
Plan Excel Realty Trust, Inc., New Plan Realty Trust and Salomon Smith
Barney Inc., Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Morgan Stanley Incorporated and Prudential
Securities Incorporated (incorporated by reference to Exhibit 1.1 to
the Current Report on Form 8-K filed on even date herewith by New Plan
Excel Realty Trust, Inc.)
4.1 Indenture, dated as of February 3, 1999, by and among New Plan Excel
Realty Trust, Inc., New Plan Realty Trust and State Street Bank and
Trust Company (incorporated by reference to Exhibit 4.1 to the Current
Report on Form 8-K filed on even date herewith by New Plan Excel Realty
Trust, Inc.)
5.1 Opinion of Goodwin, Procter & Hoar LLP regarding legality of the
guarantee related to the Distribution Agreement
23.1 Consent of Goodwin, Procter & Hoar LLP to the filing of Exhibit 5.1
herewith (included in its opinion filed as Exhibit 5.1)