<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
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 20, 1997
BRE PROPERTIES, INC.
________________________________________________________________________
(Exact name of registrant as specified in its charter)
Maryland 0-5305 94-1722214
___________________ _________________ _____________________
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification Number)
incorporation or
organization)
One Montgomery Street
Telesis Tower, Suite 2500
San Francisco, California 94104-5525
____________________________ ________________________
(Address of principal executive offices) (Zip Code)
(415) 445-6530
________________________________________________________________________
(Registrant's telephone number, including area code)
<PAGE>
Explanatory Note:
The undersigned hereby amends the following items, financial statements,
exhibits or other portions of the Current Report on Form 8-K filed September 3,
1997 as set forth in the pages attached hereto:
Item 7. Financial statements and Exhibits.
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.
BRE PROPERTIES, INC.
Date: October 30, 1997 By: /s/ LeRoy E. Carlson
--------------------------
LeRoy E. Carlson
Executive Vice President and
Chief Financial and Accounting Officer
2
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements
Financial statements under Rule 3-14 of Regulation S-X
for Lakeshore Landing Apartments with Report of Independent
Auditors are attached hereto on pages 9-12
(b) Pro forma financial information:
BRE PROPERTIES, INC.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(UNAUDITED)
This unaudited pro forma statement of operations reflects the results of
operations of BRE Properties, Inc. ("BRE") for the year ended December 31, 1996,
giving effect to the August 20, 1997 acquisition by BRE of Lakeshore Landing
Apartments, San Mateo, California for $42.5 million, as if this acquisition had
occurred on January 1, 1996. The pro forma data also assumes that this
acquisition was financed with proceeds from BRE's $150,000,000 lines of credit,
as if such borrowings had occurred on January 1, 1996. In the opinion of
management, all adjustments necessary to present fairly such unaudited pro forma
data have been made.
The unaudited pro forma statement of operations should be read in
conjunction with the financial statements and notes thereto filed as part of the
Form 10-K, as amended, for the year ended December 31, 1996. The unaudited pro
forma statement of operations is not necessarily indicative of what the actual
results of operations of BRE would have been for the period had the transaction
occurred at the beginning of the period nor does it purport to indicate the
results of future periods.
3
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BRE PROPERTIES, INC.
PRO FORMA STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
LAKESHORE PRO FORMA RESULTS
BRE LANDING OF ACQUISITION OF
AS REPORTED YEAR APARTMENTS YEAR LAKESHORE
(IN THOUSANDS, EXCEPT PER ENDED DECEMBER ENDED DECEMBER PRO FORMA LANDING PRO FORMA
SHARE AMOUNTS) 31, 1996 31, 1996 ADJUSTMENTS APARTMENTS RESULTS
- ---------------------------------------------------------------------------------------- ---------------------------------
<S> <C> <C> <C> <C> <C>
Revenues:
Rental ................ $ 93,135 $4,317 $4,317 $ 97,452
Other ................. 8,516 115 115 8,631
---------------------------------------------------------- --------------------------------
101,651 4,432 4,432 106,083
---------------------------------------------------------- --------------------------------
Expenses:
Depreciation .......... 13,283 850 (a) 850 14,133
Interest .............. 16,325 2,805 (b) 2,805 19,130
Other ................. 35,029 1,505 1,505 36,534
---------------------------------------------------------- --------------------------------
64,637 1,505 3,655 5,160 69,797
Net Income (Loss) before
gain on sales of
investments......... 37,014 2,927 (3,655) (728) 36,286
Gain on sales of
investments ............. 52,825 52,825
---------------------------------------------------------- --------------------------------
Net Income (Loss) $ 89,839 $2,927 ($3,655) ($728) 89,111
========================================================== ================================
Net Income per share .... $2.94 $2.92
============== ========
Weighted average shares
outstanding ............ 30,520 30,520
============== ========
</TABLE>
See notes and assumptions to unaudited Pro Forma Statement of Operations.
4
<PAGE>
BRE PROPERTIES, INC.
NOTES AND ASSUMPTIONS TO PRO FORMA
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(UNAUDITED)
(a) Depreciation for the year ended December 31, 1996, based upon a 40 year
life and a purchase price of $42,500,000 of which $34,000,000 is allocated
to depreciable improvements.
(b) Interest expense for the year ended December 31, 1996, on borrowed funds of
$42,500,000 under BRE's lines of credit at an interest rate of 6.6%. If
the interest rate were 1/8 of 1% higher or lower, the pro forma results
would change as follows:
<TABLE>
<CAPTION>
With an With a decrease
increase in the in the interest
interest rate of rate of 1/8 of
(in thousands, except per share amounts) As Stated 1/8 of 1% 1%
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Interest expense $19,130 $19,183 $19,077
- ---------------------------------------------------------------------------------------------------
Net income $89,111 $89,058 $89,164
- ---------------------------------------------------------------------------------------------------
Net income per share $ 2.92 $ 2.92 $ 2.92
- ---------------------------------------------------------------------------------------------------
</TABLE>
5
<PAGE>
BRE PROPERTIES, INC.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
(UNAUDITED)
This unaudited pro forma statement of operations reflects the results of
operations of BRE Properties, Inc. ("BRE") for the nine month period ended
September 30, 1997, giving effect to the August 20, 1997 acquisition by BRE of
Lakeshore Landing Apartments, San Mateo, California for $42.5 million, as if
this acquisition had occurred on January 1, 1997. The pro forma data assumes
that this acquisition was financed in part with proceeds from BRE's $150,000,000
lines of credit, as if such borrowings had occurred on January 1, 1997. In the
opinion of management, all adjustments necessary to present fairly such
unaudited pro forma data have been made.
The unaudited pro forma statement of operations should be read in
conjunction with the financial statements and notes thereto filed as part of the
Form 10-K for the year ended December 31, 1996, as amended. The unaudited pro
forma statement of operations is not necessarily indicative of what the actual
results of operations of BRE would have been for the period had the transaction
occurred at the beginning of the period nor does it purport to indicate the
results of future periods.
6
<PAGE>
BRE PROPERTIES, INC.
PRO FORMA STATEMENT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
PRO FORMA RESULTS
BRE LAKESHORE LANDING OF ACQUISITION OF
NINE MONTHS APARTMENTS PERIOD LAKESHORE
(IN THOUSANDS, EXCEPT PER ENDED SEPTEMBER JANUARY 1 - AUGUST PRO FORMA LANDING PRO FORMA
SHARE AMOUNTS) 30, 1997 20, 1997 ADJUSTMENTS APARTMENTS RESULTS
- ---------------------------------------------------------------------------------------- ---------------------------------
<S> <C> <C> <C> <C> <C>
Revenues:
Rental................ $91,544 $3,218 $3,218 $ 94,762
Other................. 6,267 84 84 6,351
-------------- ---------------------------------- ----------------------------------
97,811 3,302 3,302 101,113
-------------- ---------------------------------- ----------------------------------
Expenses:
Depreciation.......... 12,635 (a) $ 544 (a) 544 13,179
Interest.............. 15,344 (b) 1,795 (b) 1,795 17,139
Other................. 34,229 (c) 913 913 35,142
-------------- ---------------------------------- ----------------------------------
62,208 913 2,339 3,252 65,460
Net Income (Loss) before
gain on sales of
investments............ 35,603 2,389 (2,339) 50 35,653
Gain on sales of
investments............ 28,160 28,160
-------------- ---------------------------------- ----------------------------------
Net Income (Loss)....... $63,763 $2,389 ($2,339) $ 50 $ 63,813
============== ================================== ==================================
Net Income per share.... $1.83 $1.83
Weighted average shares
outstanding............ 34,790 34,790
============== ==============
</TABLE>
See notes and assumptions to unaudited Pro Forma Statement of Operations.
7
<PAGE>
BRE PROPERTIES, INC.
NOTES AND ASSUMPTIONS TO PRO FORMA
STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
(UNAUDITED)
(a) Depreciation for the period January 1, 1997 to August 20, 1997, based upon
a 40 year life and a purchase price of $42,500,000 of which $34,000,000 is
allocated to depreciable improvements.
(b) Interest expense for the period January 1 - August 20,1997, on borrowed
funds of $42,500,000 under BRE's lines of credit at an interest rate of
6.6%. If the interest rate were 1/8 of 1% higher or lower, the pro forma
results would change as follows:
<TABLE>
<CAPTION>
With an With a decrease
increase in the in the interest
interest rate of rate of 1/8 of
(in thousands, except per share amounts) As Stated 1/8 of 1% 1%
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Interest expense $17,139 $17,173 $17,105
- ---------------------------------------------------------------------------------------------------
Net income $63,813 $63,779 $63,847
- ---------------------------------------------------------------------------------------------------
Net income per share $ 1.83 $ 1.83 $ 1.84
- ---------------------------------------------------------------------------------------------------
</TABLE>
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REPORT OF INDEPENDENT AUDITORS
To BRE Properties, Inc.
We have audited the accompanying Statement of Gross Income and Direct Operating
Expenses of Lakeshore Landing Apartments (the "Property") for the year ended
December 31, 1996 (the "Statement"). This Statement is the responsibility of
the Property's management. Our responsibility is to express an opinion on the
Statement based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the Statement is free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the Statement. An audit also includes assessing the basis of
accounting used and significant estimates made by management, as well as
evaluating the overall presentation of the Statement. We believe that our audit
provides a reasonable basis for our opinion.
The accompanying Statement, as described in Note 2, was prepared for the purpose
of complying with the rules and regulations of the Securities and Exchange
Commission for inclusion in the amendment to Form 8-K filed by BRE Properties,
Inc., and is not intended to be a complete presentation of the Property's
revenue and expenses.
In our opinion, the Statement referred to above presents fairly, in all material
respects, the gross income and direct operating expenses described in Note 2 of
Lakeshore Landing Apartments for the year ended December 31, 1996, in conformity
with generally accepted accounting principles.
/s/ Ernst and Young LLP
San Francisco, California
October 20, 1997
9
<PAGE>
LAKESHORE LANDING APARTMENTS
STATEMENT OF GROSS INCOME
AND DIRECT OPERATING EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
GROSS INCOME
<S> <C>
Rental income....................... $4,317,209
Other income........................ 114,676
-------------
4,431,885
DIRECT OPERATING EXPENSES - NOTE 2
Property taxes...................... 297,561
Salaries and wages.................. 314,864
Utilities........................... 209,237
Repairs and maintenance............. 310,233
Management fees..................... 236,256
Insurance........................... 82,493
General and administrative.......... 54,736
-------------
1,505,380
-------------
EXCESS OF GROSS INCOME OVER DIRECT
OPERATING EXPENSES................... $2,926,505
=============
</TABLE>
See report of independent auditors and accompanying notes to the statement of
gross income and direct operating expenses.
10
<PAGE>
LAKESHORE LANDING APARTMENTS
NOTES TO STATEMENT OF GROSS INCOME
AND DIRECT OPERATING EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1996
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICY
BRE Properties, Inc. ("BRE") acquired Lakeshore Landing Apartments ("the
Property") on August 20, 1997 from an unrelated party. The Property is a 308-
unit apartment community located in San Mateo, California.
Expenditures for repairs, maintenance and minor renewals are charged to expense
as incurred, while those expenditures that improve or extend the estimated
useful life of the Property are capitalized.
NOTE 2. BASIS OF PRESENTATION
The Statement of Gross Income and Direct Operating Expenses excludes the
following expenses which are not comparable with those resulting from the
proposed future operations of the Property:
. Depreciation and amortization expense
. Mortgage interest expense
Property taxes have not been adjusted to reflect the estimated reassessed value
of the Property after acquisition by BRE.
BRE has not provided for federal income taxes because it believes it qualifies
as a real estate investment trust under Section 856-860 of the Internal Revenue
Code and similar California statutes and distributes substantially all of its
taxable income to its shareholders.
BRE is not aware of any material factors relating to the Property that would
cause the reported financial information not to be indicative of future
operating results.
11
<PAGE>
SUPPLEMENTAL SCHEDULE
LAKESHORE LANDING APARTMENTS
STATEMENT OF GROSS INCOME
AND DIRECT OPERATING EXPENSES
(UNAUDITED)
FOR THE PERIOD FROM JANUARY 1, 1997 TO AUGUST 20, 1997
<TABLE>
<CAPTION>
GROSS INCOME
<S> <C>
Rental income...................... $3,217,750
Other income....................... 84,233
-------------
3,301,983
DIRECT OPERATING EXPENSES
Property taxes........................ 199,383
Salaries and wages.................... 199,744
Utilities............................. 106,635
Repairs and maintenance............... 188,781
Management fees....................... 130,380
Insurance............................. 53,360
General and administrative............ 34,296
-------------
912,579
-------------
EXCESS OF GROSS INCOME OVER DIRECT
OPERATING EXPENSES.................... $2,389,404
=============
</TABLE>
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